Form 8-K

Date: January 8, 2016

Regulus Therapeutics Inc.

/s/ Paul C. Grint

Paul C. Grint, M.D.

President & Chief Executive Officer

0001193125-16-424078.txt : 20160108 0001193125-16-424078.hdr.sgml : 20160108 20160108083052 ACCESSION NUMBER: 0001193125-16-424078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160108 ITEM INFORMATION: Other Events FILED AS OF DATE: 20160108 DATE AS OF CHANGE: 20160108 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: 161331506 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 d118408d8k.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): January 8, 2016

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 8.01

Other Events.

On December 21, 2015, the Delaware Chancery Court issued an opinion in In re VAALCO Energy, Inc. Stockholder Litigation, Consol. C.A. No. 11775-VCL, invalidating as a matter of law provisions of the certificate of incorporation and bylaws of VAALCO Energy, Inc., a Delaware corporation, that permitted the removal of VAALCO’s directors by its stockholders only for cause. The Chancery Court held that, in the absence of a classified board or cumulative voting, VAALCO’s “only for-cause” director removal provisions conflict with Section 141(k) of the Delaware General Corporation Law and are therefore invalid.

Article V, Section C of our amended and restated certificate of incorporation (the “Charter”) and Section 20 of our Amended and Restated Bylaws (the “Bylaws”) contain similar “only for-cause” director removal provisions, and we do not have a classified board of directors or cumulative voting. As such, and in light of the recent VAALCO decision, we will not attempt to enforce the foregoing “only for-cause” director removal provisions. We will also seek to amend the Charter at our 2016 annual meeting of stockholders and will cause the Bylaws to be amended on or about the date of such annual meeting in order to provide that, consistent with Section 141(k) of the Delaware General Corporation Law, any of our directors or our entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

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.