Form 8-K REGENERX BIOPHARMACEUTIC For: Jun 28


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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):
June 28, 2021

 

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:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   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 registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided
pursuant to Section 13(a) of the Exchange Act.  ¨ 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

  

On June 28, 2021, RegeneRx Biopharmaceuticals,
Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase
Agreement
”) and a registration rights agreement (the “Registration Rights Agreement”) with investors and
existing stockholders and members of management of the Company (the “Investors”). The Company closed the transactions
contemplated under the Purchase Agreement on June 30, 2021.

 

Private Placement Pursuant to the
Purchase Agreement

 

Pursuant to the terms of the Purchase
Agreement, the Company sold an aggregate of 9,900,000 shares of its common stock (the “Shares”) to investors at a price
of $0.20 per share, for gross proceeds of $1,980,000 before offering expenses (the “Private Placement”). As part
of the Private Placement, the Company also issued to investors, for no additional consideration, Series A Warrants to purchase 7,425,000
shares of common stock (the “Warrant Shares”) at an exercise price of $0.24 per share with a two year term (the “Series
A Warrants
”) and Series B Warrants to purchase 7,425,000 Warrant Shares at an exercise price of $0.28 per share with a five
year term (the “Series B Warrants,” together with the Series A Warrants, the “Warrants”).

 

The Purchase Agreement contains customary
representations, warranties and covenants by each of the Company and investors. In addition, the Purchase Agreement provides that the
investors have a right, subject to certain exceptions described in the agreement, to participate in future issuances of equity and debt
securities by the Company for a period of 12 months following the effective date of the Registration Statement (defined below under
“Registration Rights Agreement”). Further, subject to certain exceptions described in the Purchase Agreement, during the 30-day
period following the Effective Date, the Company may not issue or propose to issue any equity securities, subject to certain exceptions.

 

The Series A Warrants are exercisable
for two years from their grant date while the Series B Warrants are exercisable for five years after the date of grant. The exercise price
and number of shares issuable upon exercise of the Warrants are subject to adjustment for stock splits, combinations, recapitalization
events and certain dilutive issuances (as described below). The Warrants are required to be exercised for cash, provided that if during
the term of the Warrants there is not an effective registration statement under the Securities Act covering the resale of the shares issuable
upon exercise of the Warrants, then the Warrants may be exercised on a cashless (net exercise) basis. The exercise price under the Warrants
is subject to a “full-ratchet” 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 Warrants, the exercise price will
be reduced to the price per share applicable to such new issuance.

 

The purchase and sale of the Shares
and the Warrants was completed on June 30, 2021 In connection with the closing of the Private Placement, the Company paid a placement
agent fee of 7% of the gross proceeds of the Private Placement from certain investors to Roth Capital Partners, LLC (“Roth”).
The Company also issued Roth Warrants to purchase up to 1,268,750 shares of common stock on the same terms of the Warrants (the “Roth
Warrants
”).

 

Registration Rights Agreement

 

On June 28, 2021, the Company and the
Investors also entered into the Registration Rights Agreement, pursuant to which the Company has agreed to file with the Securities and
Exchange Commission (“SEC”) a registration statement related to the transaction covering the shares purchased under
the Purchase Agreement and the Warrant Shares (collectively, the “Registration Shares”). The Roth Warrants also provides
that the shares issuable upon conversion of the Roth Warrants will be registered pursuant to the terms of the Registration Rights Agreement.

 

Pursuant to the terms of the Registration
Rights Agreement, the Company is obligated to file a registration statement (the “Registration Statement”) with respect
to the Registration Shares within 45 days of the date of the Registration Rights Agreement and cause such registration statement to be
declared effective within 60 days of the date of the Registration Rights Agreement or 90 if the Registration Statement is subject to a
full review by the SEC.

 

Lock-Up Agreement.

 

On June 28, 2021, the Company and some
of the Investors, including members of management of the Company, entered into a Lock-Up Agreement which restricted these Investors right
to sell or transfer any of their shares of the Company’s common stock for a period of 90 days.

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

  

The information set forth in Item 1.01
is hereby incorporated herein by reference. Each of the Investors and Roth is an “accredited investor,” as such term is defined
in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Company
has issued the Shares and will issue the Warrant Shares issuable upon exercise of the Warrants and the Roth Warrants, in each case in
reliance upon the exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act. The securities
sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

Item 8.01 Other Events.

  

On July 1, 2021, the Company issued
a press release announcing the closing of the transactions contemplated under the Purchase 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.

 

 

 

 

SIGNATURES

 

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.

 

  REGENERX BIOPHARMACEUTICALS, INC.
   
Date: July 1, 2021 By: /s/ J.J. Finkelstein
    Name: J.J. Finkelstein
    Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

 

RegeneRx Biopharmaceuticals Inc.

15245 Shady Grove Road, Suite 470

 

PHONE 301.208.9191

FAX 301.208.9194

WEB www.regenerx.com 

  

RegeneRx Biopharmaceuticals, Inc. Closes $2
Million Private Placement

 

ROCKVILLE, Md. (July 1, 2021) – RegeneRx
Biopharmaceuticals, Inc. (OTCQB: RGRX) (“RegeneRx”),
a clinical-stage drug development company focused on tissue protection,
repair and regeneration), today announced that it closed its previously announced private placement offering of common stock and warrants
for gross proceeds of $1,980,000. RegeneRx will be issuing to purchasers of common stock Series A Warrants to purchase up to approximately
7.5 million shares of common stock with an exercise price of $0.24 per share, exercisable immediately and have a term of two years following
issuance and Series B Warrants to purchase up to approximately 7.5 million shares of common stock with an exercise price of $0.28 per
share, exercisable immediately and have a term of five years following issuance.

 

Roth Capital Partners served as sole placement
agent. After the placement agent fees and estimated offering expenses payable by the company, the company expects to receive net proceeds
of approximately $1,800,000.

 

The securities offered in the private placement
have not been registered under the Securities Act of 1933, as amended, or applicable under state securities laws. Accordingly, the securities
may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company
has agreed to file a resale registration statement with the Securities and Exchange Commission within 45 days of the closing to register
the resale of the shares of common stock and shares of common stock underlying the warrants issued in the private placement.

 

This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such
jurisdiction.

 

About RegeneRx Biopharmaceuticals, Inc.

 

RegeneRx is focused on the development of novel
therapeutic peptides, including Thymosin beta 4 (Tβ4) and its constituent fragments, for tissue and organ protection, repair, and
regeneration. RegeneRx currently has three drug candidates in clinical development for ophthalmic, cardiac/neuro and dermal indications,
four active strategic licensing agreements in the U.S., China, and Pan Asia (Korea, Japan, and Australia, among others), and the EU, and
has patents and patent applications covering its products in many countries throughout the world.

 

Forward-Looking Statements

 

Any statements in this press release that are
not historical facts are forward-looking statements made under the provisions of the Private Securities Litigation Reform Act of 1995.
Any forward-looking statements involve risks and uncertainties that could cause actual results to be materially different from historical
results or from any future results expressed or implied by such forward-looking statements. All forward-looking statements are expectations
and estimates based upon information obtained and/or calculated by the Company. Please view these and other risks described in the Company’s
filings with the Securities and Exchange Commission (“SEC”), including those identified in the “Risk Factors” section
of the annual report on Form 10-K for the year ended December 31, 2020, and subsequent quarterly reports filed on Form 10-Q, as well as
other filings it makes with the SEC. Any forward-looking statements in this press release represent the Company’s views only as of the
date of this release and should not be relied upon as representing its views as of any subsequent date. The Company specifically disclaims
any obligation to update this information, as a result of future events or otherwise, except as required by applicable law.

 

# # #

For RegeneRx:

 

Lori Herman

301.208.9191

las@regenerx.com

 

 

 

 



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