0001213900-18-002972.txt : 20180314 0001213900-18-002972.hdr.sgml : 20180314 20180314163039 ACCESSION NUMBER: 0001213900-18-002972 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180313 FILED AS OF DATE: 20180314 DATE AS OF CHANGE: 20180314 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: 18689833 MAIL ADDRESS: STREET 1: VIA TESSERETE, 10 CITY: LUGANO STATE: V8 ZIP: V8 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cavazza Preta Martina CENTRAL INDEX KEY: 0001718557 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15070 FILM NUMBER: 18689829 MAIL ADDRESS: STREET 1: VIA SUDAFRICA 20 CITY: ROME STATE: L6 ZIP: 00144 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cavazza Silvia CENTRAL INDEX KEY: 0001525743 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15070 FILM NUMBER: 18689830 MAIL ADDRESS: STREET 1: VIA PONTINA KM 30,400 CITY: POMEZIA (ROME) STATE: L6 ZIP: 00040 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cavazza Enrico CENTRAL INDEX KEY: 0001525744 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15070 FILM NUMBER: 18689832 MAIL ADDRESS: STREET 1: VIA PONTINA KM 30,400 CITY: POMEZIA (ROME) STATE: L6 ZIP: 00040 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cavazza Francesca CENTRAL INDEX KEY: 0001525742 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15070 FILM NUMBER: 18689831 MAIL ADDRESS: STREET 1: VIA PONTINA KM 30,400 CITY: POMEZIA (ROME) STATE: L6 ZIP: 00040 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Essetifin SPA CENTRAL INDEX KEY: 0001092601 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15070 FILM NUMBER: 18689834 MAIL ADDRESS: STREET 1: VIA SUDAFRICA 20 CITY: ROME STATE: L6 ZIP: 00144 FORMER NAME: FORMER CONFORMED NAME: SIGMA TAU FINANZIARIA SPA DATE OF NAME CHANGE: 20030516 FORMER NAME: FORMER CONFORMED NAME: SIGMA TAU FINANZIARIA DATE OF NAME CHANGE: 19990805 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: 15245 SHADY GROVE ROAD STREET 2: SUITE 470 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 301-208-9191 MAIL ADDRESS: STREET 1: 15245 SHADY GROVE ROAD STREET 2: SUITE 470 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA 1 BIOMEDICALS INC DATE OF NAME CHANGE: 19950719 4 1 f4031318essetifin_regenerx.xml OWNERSHIP DOCUMENT X0306 4 2018-03-13 0 0000707511 REGENERX BIOPHARMACEUTICALS INC RGRX 0001092601 Essetifin SPA VIA SUDAFRICA, 20 ROME L6 00144 ITALY 0 0 1 0 0001163608 CAVAZZA PAOLO VIA TESSERETE, 10 LUGANO V8 00000 SWITZERLAND 0 0 1 0 0001525744 Cavazza Enrico VIA SUDAFRICA, 20 ROME L6 00144 ITALY 0 0 1 0 0001525742 Cavazza Francesca VIA SUDAFRICA, 20 ROME L6 00144 ITALY 0 0 1 0 0001525743 Cavazza Silvia VIA SUDAFRICA, 20 ROME L6 00144 ITALY 0 0 1 0 0001718557 Cavazza Preta Martina VIA SUDAFRICA, 20 ROME L6 00144 ITALY 0 0 1 0 Common Stock 2018-03-13 4 P 0 11584795 0.23 A 25506521 D Common Stock 2018-03-13 4 P 0 6348878 0.23 A 31855399 D Convertible Promissory Note (right to buy) 0.06 2018-03-13 4 P 0 150000 150000 A 2013-09-12 Common Stock 2500000 D Represents shares sold by Sinaf S.A., a Luxembourg corporation ("Sinaf"), and purchased by Essetifin S.p.A., an Italian corporation ("Essetifin"), pursuant to a purchase agreement by and between Sinaf and Essetifin (the "Sinaf Agreement"). Represents shares sold by Taufin International S.A., a Luxembourg corporation ("Taufin"), and purchased by Essetifin, pursuant to a purchase agreement by and between Taufin and Essetifin. Represents a $150,000 convertible promissory note (the "Note") sold by Sinaf and purchased by Essetifin for an aggregate of $183,780.82, pursuant to the Sinaf Agreement. The reporting person purchased the Note on September 12, 2013, 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 $0.06 per share. The Note is payable upon the written demand of the holder thereof at any time after September 10, 2018 (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 2,500,000 shares. The number of shares of common stock to be issued upon conversion will be fixed on the conversion date. Does not include shares issuable at the election of the reporting person upon conversion of accrued interest into shares of common stock. Paolo Cavazza previously reported indirect ownership of such securities due to his ownership interest in Sinaf, which is a directly wholly-owned subsidiary of Aptafin S.p.A., which is owned indirectly by Paolo Cavazza and members of his family. Paolo Cavazza continues to have an indirect interest in such shares through his ownership interest in Essetifin. Dispositive power over the shares of 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. Exhibit List: Exhibit 99.1 - Joint Filers' Signatures Essetifin S.p.A. By: /s/ Marino Zigrossi 2018-03-14 /s/ Marino Zigrossi for Enrico Cavazza by power of attorney 2018-03-14 /s/ Marino Zigrossi for Francesca Cavazza by power of attorney 2018-03-14 /s/ Marino Zigrossi for Silvia Cavazza by power of attorney 2018-03-14 /s/ Marino Zigrossi for Martina Cavazza Preta by power of attorney 2018-03-14 /s/ Fabio Poma for Paolo Cavazza by power of attorney 2018-03-14 EX-99.1 2 f4031318ex99-1essetifin_rege.htm JOINT FILERS SIGNATURES

Exhibit 99.1

JOINT FILERS’ SIGNATURES

ESSETIFIN S.P.A.

By:	/s/ Marino Zigrossi
Name:	Marino Zigrossi
Title:	Managing Director
Date:	March 14, 2018

Enrico Cavazza

By:	/s/ Marino Zigrossi
Name:	Marino Zigrossi
Title:	Attorney-in-fact**
Date:	March 14, 2018

Francesca Cavazza

By:	/s/ Marino Zigrossi
Name:	Marino Zigrossi
Title:	Attorney-in-fact**
Date:	March 14, 2018

Silvia Cavazza

By:	/s/ Marino Zigrossi
Name:	Marino Zigrossi
Title:	Attorney-in-fact**
Date:	March 14, 2018

Martina Cavazza Preta

By:	/s/ Marino Zigrossi
Name:	Marino Zigrossi
Title:	Attorney-in-fact**
Date:	March 14, 2018

Paolo Cavazza

By:	/s/ Fabio Poma
Name:	Fabio Poma
Title:	Attorney-in-fact
Date:	March 14, 2018

** Power of attorney was previously filed with Securities and Exchange Commission as an exhibit to the Form 3/A filed on October 4, 2017, with respect to the common stock of Fennec Pharmaceuticals, Inc.