Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 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

(Address of principal executive offices)   (Zip Code)

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


(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.


On January 30, 2013, we appointed Mark G. Foletta 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 Mr. Foletta is an “Eligible Director” as that term is defined in our Non-Employee Director Compensation Policy. Accordingly, on January 30, 2013, Mr. Foletta became a participant in our Non-Employee Director Compensation Policy and received an automatic grant under our 2012 Equity Incentive Plan of an option to purchase up to 30,000 shares of our common stock at an exercise price of $5.98 per share.

Mr. Foletta was also appointed to serve on the Audit Committee of the Board.


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.


    Regulus Therapeutics Inc.
Date: January 31, 2013     By:   /s/ Garry E. Menzel
      Garry E. Menzel, Ph.D.
      Chief Operating Officer and Executive Vice President, Finance