Award Timing Disclosure

12 Months Ended

Dec. 31, 2024

USD ($)

$ / shares

Award Timing Disclosures [Line Items]

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

From time to time, the Company grants stock options to its employees, including the Named Executive Officers. Historically, the Company has typically granted

new-hire

option awards on or soon after a new hire’s employment start date and promotion option awards on or soon after the employee’s promotion date. Annual refresh employee option grants are typically granted in January of each year, with the effective date tied to the effectiveness of the Company’s Form

S-8

registration statement registering the shares automatically added to the equity incentive plan on January 1st of each year pursuant to the plan’s annual evergreen provision, which grants are typically recommended and approved at regularly scheduled meetings of the Compensation Committee and the Board of Directors in the fourth quarter of the prior fiscal year. Also,

non-employee

directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of the Company’s stockholders, respectively, pursuant to the

non-employee

director compensation policy, as further described under the heading, “Director

Compensation—Non-Employee

Director Compensation Policy,” below. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. Because we have a practice of generally granting stock options for new hires, promotions and refresh grants at specified times as described above, the Compensation Committee generally does not take material nonpublic information (“MNPI”) into account when determining the timing or terms of stock option awards and generally does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. For grants made outside of the circumstances described above, the Compensation Committee considers whether there is any MNPI about the Company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI.

The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.

The following table is provided pursuant to Item 402(x)(2) of Regulation

S-K.


Name (a)	Grant date (b)		Number of securities underlying the award (c)		Exercise price of the award ($/Sh) (d)		Grant date fair value of the award (e)		Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (f)
Joseph P. Hagan		5/20/2024		990,000	$	2.01	$	1,581,612		0.5	%
Preston S. Klassen, M.D.		5/20/2024		528,000	$	2.01	$	843,526		0.5	%
Cris Calsada		5/20/2024		462,000	$	2.01	$	738,085		0.5	%

The above grants were granted one business day following the Company’s filing of a Form

8-K

to disclose its 2024 annual meeting results. The exercise price for the options granted above is the same as the closing price on the trading day following the filing of such Form

8-K.

Award Timing Method

From time to time, the Company grants stock options to its employees, including the Named Executive Officers. Historically, the Company has typically granted

new-hire

S-8

Award Timing Predetermined

true

Award Timing MNPI Considered

false

Award Timing, How MNPI Considered

For grants made outside of the circumstances described above, the Compensation Committee considers whether there is any MNPI about the Company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI.

The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.

MNPI Disclosure Timed for Compensation Value

false

Joseph P. Hagan [Member]

Awards Close in Time to MNPI Disclosures

Name

Joseph P. Hagan

Underlying Securities | shares

990,000

Exercise Price | $ / shares

$ 2.01

Fair Value as of Grant Date | $

Regulus Therapeutics Inc. 10-K/A