Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

Regulus Therapeutics Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

75915K 309

(CUSIP Number)

 

March 14, 2024

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1(b)

 

☒	Rule 13d-1(c)

 

☐	Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1.	NAMES OF REPORTING PERSONS   Vivo Opportunity Fund Holdings, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐ (b) þ
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   5,000,000 (1)
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE POWER   5,000,000 (1)
	8.	SHARED DISPOSITIVE POWER   0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,000,000 (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.7% (2)
12.	TYPE OF REPORTING PERSON   PN

 

(1)	The number represents shares of common stock, $0.001 par value (the “Common Stock”) of Regulus Therapeutics Inc. (the “Issuer”) held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.

 

(2)	Based on 65,331,339 shares of Common Stock outstanding as of March 14, 2024, following the closing of the Issuer’s private placement transaction.

 

 

1.	NAMES OF REPORTING PERSONS   Vivo Opportunity, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐ (b) þ
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   5,000,000 (1)
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE POWER   5,000,000 (1)
	8.	SHARED DISPOSITIVE POWER   0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,000,000 (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.7% (2)
12.	TYPE OF REPORTING PERSON   OO

 

(1)	The number represents shares of Common Stock of the Issuer held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.

 

(2)	Based on 65,331,339 shares of Common Stock outstanding as of March 14, 2024, following the closing of the Issuer’s private placement transaction.

 

 

Item 1.

(a)

Name of Issuer:

 

Regulus Therapeutics Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:

 

4224 Campus Point Court, Suite 210

San Diego, CA 92121 

 

Item 2.

(a)

Name of Person Filing:

 

(i)

Vivo Opportunity Fund Holdings, L.P.

 

(ii)

Vivo Opportunity, LLC

 

(b)

Address of Principal Business Office or, if None, Residence:

 

192 Lytton Avenue, Palo Alto, CA 94301

 

(c)

Citizenship:

 

(i)

Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; and

 

(ii)

Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.

 

(d)

Title of Class of Securities:

 

Common Stock, $0.001 par value

 

(e)

CUSIP Number:

 

75915K 309

 

Item 3.

If This Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

 

	(a)	☐	Broker or dealer registered under Section 15 of the Act.
	(b)	☐	Bank as defined in Section 3(a)(6) of the Act.
	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act.
	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940.
	(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
	(k)	☐	Group, in accordance with § 240.13d-1(b)(l)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution: ________________

 

Not Applicable.

 

 

Item 4.

Ownership.

 

(a)

Amount Beneficially Owned:

 

All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.

 

(b)

Percent of class:

 

7.7%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:  5,000,000

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of:  5,000,000

 

(iv)

Shared power to dispose of or to direct the disposition of: 0

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a11.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: March 20, 2024

 

Vivo Opportunity Fund Holdings, L.P.

 

By: Vivo Opportunity, LLC, its General Partner

 

/s/ Kevin Dai
Name:	Kevin Dai
Title:	Managing Member

 

Vivo Opportunity, LLC

 

/s/ Kevin Dai
Name:	Kevin Dai
Title:	Managing Member

 

 

EXHIBIT INDEX

 

Exhibit
99.1		Joint Filing Statement