Current Report Filing (8-k)

Date : 03/05/2019 @ 9:56PM
Source : Edgar (US Regulatory)
Stock : Regenerx Biopharmaceuticals, Inc. (QB) (RGRX)
Quote : 0.17  0.0 (0.00%) @ 2:30PM

Current Report Filing (8-k)










Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 27, 2019



(Exact Name of Registrant as Specified in its Charter)



(State or Other Jurisdiction

of Incorporation)




File Number)



(IRS Employer

Identification No.)


15245 Shady Grove Road, Suite 470, Rockville, MD

(Address of Principal Executive Offices)



(Zip Code)


Registrant’s telephone number, including area code: (301) 208-9191


(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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







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 February 27, 2019, RegeneRx Biopharmaceuticals, Inc. (the “ Company ”) completed a private placement of convertible notes (the “ Notes ”) with nine accredited investors (each, an “ Investor ,” collectively, the “ Investors ”), raising an aggregate of $1,300,000 in gross proceeds, that will be payable in two tranches -- $650,000 received within two days of closing of the financing on February 27, 2019 and $650,000 to be received upon enrollment of the first patient into the trial anticipated in the first quarter of 2019.   The Notes were issued pursuant 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 $0.12 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 10,833,333 shares of our common stock.  In connection with the issuance of the Notes, the Investors also received warrants to purchase 8,125,000 shares of our common stock at an exercise price of $0.18 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 four other members of the board of directors of the Company, Allan L. Goldstein, the Company’s Chairman and chief scientific officer, Joseph C. McNay, Don Elsey and Mauro Bove. The principal amounts of their respective Notes are as set forth below:


Investor Note Principal
Joseph C. McNay $25,000
Allan L. Goldstein $5,000
J.J. Finkelstein $25,000
Don Elsey $5,000
Mauro Bove $10,000


Use of Proceeds.    Based on current estimates, we anticipate that our existing financial resources, including the net proceeds from this offering, will be adequate to continue to conduct our business over the next 12 months.  We will need to raise additional capital prior to the maturity date to repay the Notes and to continue operating our business.


Securities Act Exemption.   The offering was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with Section 4(a)(2) under the Securities Act and Rule 506 promulgated thereunder as an offering made solely to “accredited investors” as defined under the Securities Act.  The Company obtained representations and warranties from the Investors in the Security Purchase Agreement to support the Company’s reliance on this exemption.





Item 3.03 Material Modification of Rights of Security Holders.


On March 2, 2018, the Company entered into a warrant reprice and exercise and issuance agreement (the “ Reprice Agreement ”) with Sabby Healthcare Master Fund, Ltd., and Sabby Volatility Warrant Master Fund, Ltd. (collectively, “ March 2018 Investor ”). In connection with the Reprice Agreement, the Company issued to the March 2018 Investor warrants to purchase shares of the Company’s common stock (the “ March Warrants ”). The exercise price under the March Warrants is subject to a limited anti-dilution provision, such that in the event the Company makes an issuance of common stock (subject to customary exceptions) at a price per share less than the applicable exercise price of the March Warrants, the exercise price of the March Warrants will be reduced to the price per share applicable to such new issuance but will not adjust to an exercise price below $0.125.  As a result of the issuance of the Notes and Warrants described in Item 3.02 above, the exercise price of the March Warrants was adjusted to $0.125 per share. 


Item 8.01 Other Events.


On February 27, 2019 the Company issued a press release announcing its entry into the Reprice Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
99.1   Press Release dated February 27, 2019








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.


Date: March 5, 2019 By: /s/ J.J. Finkelstein
    Name: J.J. Finkelstein
    Title: Chief Executive Officer









Exhibit No.   Description
99.1   Press Release dated February, 2019





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