Form 8-K

Date: April 2, 2013

Regulus Therapeutics Inc.

/s/ Garry E. Menzel

Garry E. Menzel, Ph.D.

Chief Operating Officer and Executive Vice President, Finance

0001193125-13-138547.txt : 20130402 0001193125-13-138547.hdr.sgml : 20130402 20130402160710 ACCESSION NUMBER: 0001193125-13-138547 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130401 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130402 DATE AS OF CHANGE: 20130402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Regulus Therapeutics Inc. CENTRAL INDEX KEY: 0001505512 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 264738379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35670 FILM NUMBER: 13735376 BUSINESS ADDRESS: STREET 1: 3545 JOHN HOPKINS COURT STREET 2: SUITE 210 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-202-6300 MAIL ADDRESS: STREET 1: 3545 JOHN HOPKINS COURT STREET 2: SUITE 210 CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 d514928d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2013

Regulus Therapeutics Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-35670	26-4738379
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

3545 John Hopkins Court Suite 210 San Diego, CA		92121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 202-6300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On April 1, 2013, we appointed William H. Rastetter, Ph.D. to our Board of Directors, or the Board, to serve until the next annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Concurrently with his appointment to the Board, the Compensation Committee of the Board determined that Dr. Rastetter is an “Eligible Director” as that term is defined in our Non-Employee Director Compensation Policy. Accordingly, on April 1, 2013, Dr. Rastetter became a participant in our Non-Employee Director Compensation Policy and received an automatic grant thereunder of an option to purchase up to 30,000 shares of our common stock at an exercise price of $7.67 per share. Dr. Rastetter is also expected to enter into our standard form of indemnification agreement, the form of which is attached as Exhibit 10.1 to our Registration Statement on Form S-1, as amended (File No. 333-183384), originally filed with the Securities and Exchange Commission on August 17, 2012.

Concurrently with his appointment to the Board, Dr. Rastetter was also appointed to serve on the Nominating & Governance Committee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.