REGENERX BIOPHARMACEUTICALS, INC. (OTCMKTS:RGRX) Files An 8-K Entry into a Material Definitive Agreement

REGENERX BIOPHARMACEUTICALS, INC. (OTCMKTS:RGRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 3.02 is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 3.02 is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

Private Placement of Convertible Notes and Warrants

On October 15, 2020 RegeneRx Biopharmaceuticals, Inc. (the “Company”) commenced closing on a private placement of convertible notes (the “Notes”) with accredited investors (each, an “Investor,” collectively, the “Investors”) that concluded on October 20, 2020, raising an aggregate of $500,000 in gross proceeds.   The Notes were issued to a Convertible Note and Warrant Purchase Agreement (the “Security Purchase Agreement”), between the Company and the Investors.

Convertible Promissory Notes and Warrants.  The key terms of the Notes are summarized below.  The Notes will pay interest at a rate of 5% per annum, mature 60 months after their date of issuance and are convertible into shares of our common stock at a conversion price of $0.36 per share (subject to adjustment as described in the Notes) at any time prior to repayment, at the election of the Investor.  In the aggregate, the Notes are initially convertible into up to 1,391,982 shares of our common stock.  In connection with the issuance of the Notes, the Investors also received warrants to purchase 1,043,987 shares of our common stock at an exercise price of $0.45 per share.

At any time prior to maturity of the Notes, with the consent of the holders of a majority in interest of the Notes, we may prepay the outstanding principal amount of the Notes plus unpaid accrued interest without penalty.  Upon the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of 90 days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Company, the outstanding principal and all accrued interest on the Notes will accelerate and automatically become immediately due and payable.

Investors. The Investors in the offering included our President, Chief Executive Officer and director, JJ Finkelstein; and two other members of the board of directors of the Company, Allan L. Goldstein, the Company’s Chairman and chief scientific officer, and Mauro Bove; and Essetifin SPA, the Company’s largest shareholder, investing through its affiliates.

The principal amounts of their respective Notes are as set forth below:

99.1 Press Release dated October 21, 2020

EX-99.1 2 tm2034018d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1    RegeneRx Biopharmaceuticals Inc. 15245 Shady Grove Road,…
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RegeneRx Biopharmaceuticals, Inc. is a biopharmaceutical company. The Company is focused on the development of a therapeutic peptide, Thymosin beta 4 (Tb4), for tissue and organ protection, repair and regeneration. The Company’s segment is the development and marketing of product candidates based on Tb4, an amino acid peptide. The Company has formulated Tb4 into three product candidates in clinical development: RGN-259, RGN-352 and RGN-137. Tb4 is a synthetic copy of a naturally occurring 43-amino acid peptide that is originally isolated from bovine thymus glands. RGN-259 is its preservative-free eye drop formulation of Tb4. RGN-352 is an injectable formulation to treat cardiovascular diseases, central and peripheral nervous system diseases, and other medical indications that may be treated by systemic administration. RGN-137 is a topical gel for dermal wounds and reduction of scar tissue.

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