Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2023

REGENERX BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15070

52-1253406

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification
No.)

15245 Shady Grove Road, Suite 470

Rockville, MD

20850

(Address of principal executive offices)

(Zip Code)

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

Not Applicable

(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:

¨	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	RGRX	OTC

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 Definitive Material Agreement.

In May 2023, we made an offer to each holder of our Series B Common Stock Purchase Warrants dated June 30, 2021 to exchange those warrants for the issuance by us of a like number of shares of our Common Stock. Pursuant to this offer, the holders of an aggregate of 7,459,375 of these warrants agreed to the exchange. Included among the holders participating was Mr. Finkelstein, our President and CEO (56,250 warrants) and Aptafin S.p.A., an affiliate of us by share ownership (1,125,000 warrants).

On July 3, 2023, we sold and issued a $50,000 Convertible Promissory Note to Essetifin S.p.A., an affiliate of us by share ownership. This note accrues interest at a rate of 5% per annum and is due, if not earlier converted at the option of the holder to Common Stock, on June 11, 2028. Beginning six months after the initial note issuance, the principal and accrued interest on each note may be converted into shares of our Common Stock based on a conversion rate of $0.02 per share, subject to customary adjustments.

To induce Essetifin S.p.A. to lend funds to us, we also agreed to issue such investor a five-year warrant to purchase a number of shares of our Common Stock equal to 150% of the number of shares of Common Stock into which the purchased note could initially convert. The warrant is exercisable by the holder commencing six months after issuance at an exercise price of $0.02 per share, subject to customary adjustments.

The note and warrant we issued are in the same forms as those described in our report on Form 8-K dated June 13, 2023.

Item 3.02 Unregistered Sales of Equity Securities.

In May and June 2023, we exchanged an aggregate of 7,459,375 of our Series B Common Stock Purchase Warrants held by 22 individuals and entities for a like number of shares of our Common Stock. In exchanging the warrants for shares of our Common Stock, we relied on the exemption under Section 3(a)(9) of the Securities Act of 1933, as amended. No person or entity was paid or given any commission or other remuneration directly or indirectly for soliciting the exchange.

On July 3, 2023, we sold to one entity a $50,000 Convertible Promissory Note due on June 12, 2028. The principal and accrued interest on the note is convertible at the option of the holder beginning six months after issuance into shares of our Common Stock at a rate of $0.02 per share, subject to customary adjustments. In connection with the sale and issuance of this note, we issued this purchaser a five-year warrant to purchase (beginning six months after issuance) an aggregate of 3,750,000 shares of our Common Stock at an exercise price of $0.02 per share, subject to customary adjustments.

In selling and issuing the note and warrant, we relied on the exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. The securities were sold in a private transaction to an entity that represented itself as an “accredited investor” and was acquiring the securities for investment, and we have noted the instruments representing the securities with restrictions on transfer unless in compliance with the Securities Act.

Item 8.01 Other Events.

On July 10, 2023, we began distributing a letter to stockholders describing the above warrant exchange and further explaining our rationale for seeking to terminate our reporting obligations under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

10.65		Letter to Stockholders dated July 10, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.


	REGENERX BIOPHARMACEUTICALS, INC.

	By:	/s/ J.J. Finkelstein
		J.J. Finkelstein
		President and Chief Executive Officer

Date: July 10, 2023.

Exhibit 10.65

15245 Shady Grove Road

Suite 470

Rockville, MD 20850

301.208.9191

July 10, 2023

Dear Stockholder:

The next few months will represent a transitional change for RegeneRx, as we are moving from a public company to a private one and further paring down operations as we await results from our phase 3 clinical trials in patients with neurotrophic keratitis (NK). As you know, these trials are being sponsored by our joint venture, ReGenTree, LLC with funding from HLB Therapeutics, a Korean biopharmaceutical company. The first patient was entered in April of this year.

Many have speculated on our reasons for going private and asked questions about the ramifications of this transition. Our reasons were simple: we were out of capital and unable to continue to fund the Company in the current economic climate, conduct research and development or out-license or sell any potential product candidates. Moreover, the costs of rent, legal, accounting, D&O insurance, and SEC reporting requirements, among others, are prohibitively expensive for a company with a very small market cap and minimal cash that is solely awaiting the results of phase 3 clinical trials later this year or early 2024.

We spoke at length to investment banks, potential and existing investors, and potential strategic partners, and concluded that the only way to keep RegeneRx operational and avoid possible bankruptcy would be to go private. Going private, however, requires additional new capital to pay legal, accounting, and other costs, as well as funding minimal operations for the rest of 2023 and into 2024, and we called upon management, the Board of Directors, and affiliates to contribute capital for this purpose. Despite the significant investment risks, we were recently able to secure $225,000 of new capital from these parties. We are open to raising additional capital from you, as an existing investor in our company, if you are interested in participating on the same terms, as described in our SEC filings, and qualify as an “accredited investor” under federal securities laws. If you are interested in participating before July 31, 2023, please contact us at jjfnk@regenerx.com. The minimum investment is $20,000 and will require a letter either from your accountant or lawyer confirming your status as an “accredited investor” pursuant to SEC regulations.

To implement our going private strategy, we will require a reverse split of up to 1-for-100 shares of Common Stock so that we can end with fewer than 500 stockholders of record pursuant to SEC regulations for private companies. That means that any investor holding 99 or fewer shares on June 12, 2023, will become a fractional stockholder and will be cashed out. Remaining investors holding 100 or more shares will still hold essentially the same amount of equity in RegeneRx as they did prior to the reverse split, albeit, without the ready ability to buy and sell RegeneRx shares in a public marketplace.

Separately, the question has also been asked as to why we offered to exchange Series B Warrants, which were to expire in June 2026, for shares of Common Stock. Although the price of our common stock was far below the warrants’ exercise price, the warrants had a covenant requiring that we maintain SEC registration throughout their term. Since we made the decision to go private, RegeneRx would be in breach of the covenant and subject to potential liability. Therefore, our only reasonable recourse was to offer to exchange, rather than exercise, the warrants for Common Stock prior to going private, which would not require a holding period in contrast to their exercise. We believe this offered the best resolution for our company while we await the phase 3 clinical trials results.

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To show our commitment to this effort, management has not taken any salary during 2023, and does not intend to do so for at least the balance of this year. We will endeavor to keep the Company operational while we await data from the NK trials although it is uncertain when it will be available.

If the clinical trials are successful, it is our intent to effectively monetize this outcome and distribute any available proceeds from product income and/or the sale of RegeneRx to stockholders on a pro rata basis. However, it is too soon to know if or when this will happen.

We intend to maintain our web site and will update it periodically as new information is available. We encourage stockholders to sign up to receive notice of new developments and check it periodically. We also intend to maintain a virtual office and have email, phone, and mail service.

Thank you for your patience and we all hope for a successful conclusion.

Best regards,

Allan L. Goldstein, Ph.D.

Chairperson

J.J. Finkelstein

President & CEO

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Cover	May 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2023
Entity File Number	001-15070
Entity Registrant Name	REGENERX BIOPHARMACEUTICALS, INC.
Entity Central Index Key	0000707511
Entity Tax Identification Number	52-1253406
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	15245 Shady Grove Road
Entity Address, Address Line Two	Suite 470
Entity Address, City or Town	Rockville
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	301
Local Phone Number	208-9191
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	RGRX
Entity Emerging Growth Company	false