Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Essetifin SPA

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								34,989,080	D⁽¹¹⁾
Common Stock								1,500,000	I⁽¹²⁾	See Footnote⁽¹²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note (right to buy)	$0.12⁽¹⁾⁽²⁾							02/26/2019	⁽¹⁾⁽²⁾	Common Stock	⁽¹⁾⁽²⁾		$500,000⁽¹⁾⁽²⁾	D⁽¹¹⁾
Common Stock Warrant (right to buy)	$0.18⁽¹⁾⁽³⁾							08/26/2019	02/26/2024	Common Stock	3,125,000⁽¹⁾⁽³⁾		3,125,000⁽¹⁾⁽³⁾	D⁽¹¹⁾
Convertible Promissory Note (right to buy)	$0.12⁽¹⁾⁽²⁾							05/13/2019	⁽¹⁾⁽²⁾	Common Stock	⁽¹⁾⁽²⁾		$500,000⁽¹⁾⁽²⁾	D⁽¹¹⁾
Common Stock Warrant (right to buy)	$0.18⁽¹⁾⁽³⁾							11/13/2019	03/01/2024	Common Stock	3,125,000⁽¹⁾⁽³⁾		3,125,000⁽¹⁾⁽³⁾	D⁽¹¹⁾
Convertible Promissory Note (right to buy)	⁽⁴⁾⁽⁵⁾							10/15/2020	⁽⁴⁾⁽⁵⁾	Common Stock	⁽⁴⁾⁽⁵⁾		$400,000⁽⁴⁾⁽⁵⁾	D⁽¹¹⁾
Common Stock Warrant (right to buy)	$0.45⁽⁴⁾⁽⁶⁾							04/15/2021	10/15/2025	Common Stock	835,189⁽⁴⁾⁽⁶⁾		835,189⁽⁴⁾⁽⁶⁾	D⁽¹¹⁾
Convertible Promissory Note (right to buy)	⁽⁷⁾⁽⁸⁾	07/03/2023		P		$50,000⁽⁷⁾⁽⁸⁾		01/03/2024	⁽⁷⁾⁽⁸⁾	Common Stock	⁽⁷⁾⁽⁸⁾	$50,000⁽⁷⁾⁽⁸⁾	$50,000⁽⁷⁾⁽⁸⁾	D⁽¹¹⁾
Common Stock Warrant (right to buy)	$0.02⁽⁷⁾⁽⁹⁾	07/03/2023		J		3,750,000⁽⁷⁾⁽⁹⁾		01/03/2024	07/02/2028	Common Stock	3,750,000⁽⁷⁾⁽⁹⁾	⁽⁷⁾⁽⁹⁾	3,750,000⁽⁷⁾⁽⁹⁾	D⁽¹¹⁾
Common Stock Warrant (right to buy)	$0.28⁽¹⁰⁾							06/30/2021	06/30/2026	Common Stock	1,125,000⁽¹⁰⁾		1,125,000⁽¹⁰⁾	I⁽¹²⁾	See Footnote⁽¹²⁾

1. Name and Address of Reporting Person^*

Essetifin SPA

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CAVAZZA PAOLO

(Last)

(First)

(Middle)

VIA TESSERETE, 10

(Street)

LUGANO

00000

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cavazza Enrico

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cavazza Francesca

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cavazza Silvia

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cavazza Preta Martina

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

APTAFIN S P A

(Last)

(First)

(Middle)

VIALE SHAKESPEARE 47

(Street)

ROME

00144

(City)

(State)

(Zip)

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 "2019 Agreement"), pursuant to which it agreed to purchase an aggregate principal amount of $1,000,000 of convertible promissory notes of the issuer (the "2019 Notes") and warrants to acquire the issuer's common stock (the "2019 Warrants"), in two $500,000 tranches. Each tranche consisted 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 2019 Agreement as partial consideration for the note. Essetifin purchased the first $500,000 tranche effective February 26, 2019 (such purchase consisting of the "February 2019 Note" and the "February 2019 Warrant") and the second $500,000 tranche effective May 13, 2019 (such purchase consisting of the "May 2019 Note" and the "May 2019 Warrant").

2. The 2019 Notes and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the 2019 Notes into shares of the issuer's common stock at a conversion price of $0.12 per share. The 2019 Notes are payable upon the written demand of the holder thereof at any time after March 1, 2024. 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 six 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 six months after the date of purchase, through March 1, 2024, at which time it is void.

4. On October 15, 2020, in a private placement by the issuer, Essetifin entered into a Convertible Note and Warrant Purchase Agreement (the "2020 Agreement"), pursuant to which it agreed to purchase, for an aggregate purchase price of $400,000, (i) a convertible promissory note in the principal amount of $400,000 (the "2020 Note") and (ii) a warrant to purchase 835,189 shares of common stock at an exercise price of $0.45 per share, issued in connection with the 2020 Agreement as partial consideration for the 2020 Note (the "2020 Warrant").

5. The 2020 Note and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the 2020 Note into shares of the issuer's common stock at a conversion price equal to the closing price of the issuer's common stock as of October 14, 2020, less a 20% discount (approximately $0.3592 per share). The 2020 Note is payable upon the written demand of the holder thereof at any time after October 14, 2025. 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 1,113,586 shares. 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.

6. The 2020 Warrant is exercisable into up to 835,189 shares of the issuer's common stock and is exercisable, in whole or in part, at any time and from time to time, from April 15, 2021, the date that is six months after the date of purchase, through October 15, 2025, the fifth anniversary of such date.

7. On July 3, 2023, in a private placement by the issuer, Essetifin entered into a Convertible Note and Warrant Purchase Agreement (the "2023 Agreement"), pursuant to which it agreed to purchase, for an aggregate purchase price of $50,000, (i) a convertible promissory note in the principal amount of $50,000 (the "2023 Note") and (ii) a warrant to purchase up to 3,750,000 shares of common stock at an exercise price of $0.02 per share, issued in connection with the 2023 Agreement as partial consideration for the 2023 Note (the "2023 Warrant").

8. The 2023 Note and any accrued interest thereon are convertible at the option of the holder at any time commencing six months after the date of issuance and prior to repayment of the 2023 Note into shares of the issuer's common stock at a conversion price of $0.02 per share. The 2023 Note is payable upon the written demand of the holder thereof at any time after July 2, 2028. 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 2,500,000 shares. 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.

9. The 2023 Warrant is exercisable into up to 3,750,000 shares of the issuer's common stock and is exercisable, in whole or in part, at any time and from time to time, from January 3, 2024, the date that is six months after the date of purchase, through July 2, 2028, the fifth anniversary of such date.

10. On June 30, 2021, in a private placement by the issuer, Aptafin S.p.A. ("Aptafin") entered into a purchase agreement, pursuant to which it agreed to purchase 1,500,000 shares of the common stock of the issuer and warrants to acquire the issuer's common stock, for an aggregate purchase price of $300,000. Aptafin received two warrants in the transaction, one of which expired June 30, 2023 and one of which is exercisable, in whole or in part, at any time and from time to time, from June 30, 2021 through June 30, 2026, for up to 1,125,000 shares of common stock of the issuer at an exercise price of $0.28 per share.

11. Each of Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza may be deemed to indirectly beneficially own the securities of the issuer purchased by Essetifin. Each of Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza disclaims beneficial ownership of all securities of the issuer held by Essetifin except to the extent of any pecuniary interest therein.

12. Paolo Cavazza owns 99% of the equity interests of Apta Finance SA, which in turn owns 100% of the equity interests of Aptafin. Mr. Cavazza may be deemed to indirectly beneficially own the securities of the issuer purchased by Aptafin. Mr. Cavazza disclaims beneficial ownership of all securities of the issuer held by Aptafin except to the extent of any pecuniary interest therein.

	Essetifin S.p.A. By: /s/ Marino Zigrossi, Managing Director	07/06/2023
	/s/ Marino Zigrossi for Enrico Cavazza by power of attorney	07/06/2023
	/s/ Marino Zigrossi for Francesca Cavazza by power of attorney	07/06/2023
	/s/ Marino Zigrossi for Silvia Cavazza by power of attorney	07/06/2023
	/s/ Marino Zigrossi for Martina Cavazza Preta by power of attorney	07/06/2023
	/s/ Fabio Poma for Paolo Cavazza by power of attorney	07/06/2023
	Aptafin S.p.A. By: /s/ Emanuela Belletti, Chief Executive Officer	07/06/2023
	** 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).
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