Statement of Changes in Beneficial Ownership (4)

Date : 05/16/2019 @ 9:18PM
Source : Edgar (US Regulatory)
Stock : Regenerx Biopharmaceuticals, Inc. (QB) (RGRX)
Quote : 0.1698  0.0 (0.00%) @ 1:22PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Essetifin SPA
2. Issuer Name and Ticker or Trading Symbol

REGENERX BIOPHARMACEUTICALS INC [ RGRX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

VIA SUDAFRICA, 20
3. Date of Earliest Transaction (MM/DD/YYYY)

5/13/2019
(Street)

ROME, L6 00144
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock                  34989080   D   (4)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note (right to buy)   $0.12   (1) (2)                  2/26/2019     (1) (2) Common Stock     (1) (2)   $500000   (1) (2) D   (4)  
Common Stock Warrant (right to buy)   $0.18   (1) (3)                  8/26/2019   2/26/2024   Common Stock   3125000   (1) (3)   3125000   (1) (3) D   (4)  
Convertible Promissory Note (right to buy)   $0.12   (1) (2) 5/13/2019     P      $500000   (1) (2)      5/13/2019     (1) (2) Common Stock     (1) (2) $500000   (1) (2) $500000   (1) (2) D   (4)  
Common Stock Warrant (right to buy)   $0.18   (1) (3) 5/13/2019     J      3125000   (1) (3)      11/13/2019   3/1/2024   Common Stock   3125000   (1) (3)   (1) (3) 3125000   (1) (3) D   (4)  

Explanation of Responses:
(1)  On February 26, 2019, in a private placement by the issuer, Essetifin S.p.A. ("Essetifin") entered into a Convertible Note and Warrant Purchase Agreement (the "Agreement"), pursuant to which it agreed to purchase an aggregate principal amount of $1,000,000 of convertible promissory notes of the issuer (the "Notes") and warrants to acquire the issuer's common stock (the "Warrants"), in two $500,000 tranches. Each tranche consists of (i) a note in the principal amount of $500,000 and (ii) a warrant to purchase 3,125,000 shares of the issuer's common stock at an exercise price of $0.18 per share, issued in connection with the Agreement as partial consideration for the note. Essetifin purchased the first $500,000 tranche effective as of February 26, 2019 (such purchase consisting of the "February 2019 Note" and the "February 2019 Warrant") and the second $500,000 tranche effective as of May 13, 2019 (such purchase consisting of the "May 2019 Note" and the "May 2019 Warrant").
(2)  The Notes and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the Notes into the issuer's common stock at a conversion price of $0.12 per share. The Notes are payable upon the written demand of the holder thereof at any time after March 1, 2024 (the "Maturity Date"). Interest accrues on the unpaid principal amount at a rate equal to 5% per annum, but it is not due and payable until the written demand of the holder for payment on or after the Maturity Date. The current outstanding principal amount, if converted into common stock, would result in the issuance of 8,333,334 shares, or 4,166,667 shares upon the conversion of each of the February 2019 Note and May 2019 Note. The number of shares of common stock to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within two business days after conversion.
(3)  Each of the February 2019 Warrant and the May 2019 Warrant is exercisable into up to 3,125,000 shares of the issuer's common stock, or an aggregate of 6,250,000 shares. The February 2019 Warrant is exercisable, in whole or in part, at any time and from time to time, from August 26, 2019, the date that is sixth months after the date of purchase, through February 26, 2024, the fifth anniversary of such date. The May 2019 Warrant is exercisable, in whole or in part, at any time and from time to time, from November 13, 2019, the date that is sixth months after the date of purchase, through March 1, 2024, at which time it is void.
(4)  Dispositive power over the shares of the issuer's common stock owned by Essetifin is shared by Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza. Each of Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza disclaims beneficial ownership of all shares of Common Stock held by Essetifin except to the extent of any pecuniary interest therein.

Remarks:
Exhibit List: Exhibit 99.1 - Joint Filers' Signatures

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Essetifin SPA
VIA SUDAFRICA, 20
ROME, L6 00144

X

CAVAZZA PAOLO
VIA TESSERETE, 10
LUGANO, V8 00000

X

Cavazza Enrico
VIA SUDAFRICA, 20
ROME, L6 00144

X

Cavazza Francesca
VIA SUDAFRICA, 20
ROME, L6 00144

X

Cavazza Silvia
VIA SUDAFRICA, 20
ROME, L6 00144

X

Cavazza Preta Martina
VIA SUDAFRICA, 20
ROME, L6 00144

X


Signatures
Essetifin S.p.A. By: /s/ Marino Zigrossi 5/16/2019
** Signature of Reporting Person Date

/s/ Marino Zigrossi for Enrico Cavazza by power of attorney 5/16/2019
** Signature of Reporting Person Date

/s/ Marino Zigrossi for Francesca Cavazza by power of attorney 5/16/2019
** Signature of Reporting Person Date

/s/ Marino Zigrossi for Silvia Cavazza by power of attorney 5/16/2019
** Signature of Reporting Person Date

/s/ Marino Zigrossi for Martina Cavazza Preta by power of attorney 5/16/2019
** Signature of Reporting Person Date

/s/ Fabio Poma for Paolo Cavazza by power of attorney 5/16/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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