0001140361-12-044424.txt : 20121023 0001140361-12-044424.hdr.sgml : 20121023 20121023115708 ACCESSION NUMBER: 0001140361-12-044424 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121019 FILED AS OF DATE: 20121023 DATE AS OF CHANGE: 20121023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAVAZZA PAOLO CENTRAL INDEX KEY: 0001163608 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15070 FILM NUMBER: 121156006 MAIL ADDRESS: STREET 1: VIA TESSERETE, 10 CITY: LUGANO STATE: V8 ZIP: V8 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: REGENERX BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0000707511 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521253406 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019611992 MAIL ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA 1 BIOMEDICALS INC DATE OF NAME CHANGE: 19950719 4 1 doc1.xml FORM 4 X0306 4 2012-10-19 0 0000707511 REGENERX BIOPHARMACEUTICALS INC RGRX 0001163608 CAVAZZA PAOLO VIA TESSERETE 10 LUGANO V8 0000 SWITZERLAND 0 0 1 0 Convertible Promissory Note (right to buy) 0.15 2012-10-19 4 P 0 200000 200000 A 2012-10-19 Common Stock 200000 I Indirect Common Stock Warrant (right to buy) 0.15 2012-10-19 4 J 0 1 A 2013-04-19 2017-10-19 Common Stock 266667 1 I Indirect On October 19, 2012, Sinaf S.A. ("Sinaf") purchased a $200,000 convertible promissory note (the "Note") from the issuer in a private placement. The Note and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the Note into common stock at a conversion price of $0.15 per share. The Note is payable upon the written demand of the holder thereof at any time after October 19, 2014 (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 1,333,333 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. These securities are held directly by Sinaf, which is a direct wholly-owned subsidiary of Aptafin S.p.A. ("Aptafin"). Aptafin is owned by Paolo Cavazza and members of his family. The warrant was issued by the issuer to Sinaf in consideration of Sinaf's purchase of the Note. /s/ Fabio Poma, Attorney-in-fact 2012-10-22