0001213900-19-003219.txt : 20190227 0001213900-19-003219.hdr.sgml : 20190227 20190227171446 ACCESSION NUMBER: 0001213900-19-003219 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190226 FILED AS OF DATE: 20190227 DATE AS OF CHANGE: 20190227 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: 19638811 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 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: 19638812 MAIL ADDRESS: STREET 1: VIA TESSERETE, 10 CITY: LUGANO STATE: V8 ZIP: V8 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: 19638813 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: 19638814 MAIL ADDRESS: STREET 1: VIA PONTINA KM 30,400 CITY: POMEZIA (ROME) STATE: L6 ZIP: 00040 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: 19638815 MAIL ADDRESS: STREET 1: VIA PONTINA KM 30,400 CITY: POMEZIA (ROME) STATE: L6 ZIP: 00040 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: 19638816 MAIL ADDRESS: STREET 1: VIA SUDAFRICA 20 CITY: ROME STATE: L6 ZIP: 00144 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 ownership.xml OWNERSHIP DOCUMENT X0306 4 2019-02-26 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 34989080 D Convertible Promissory Note (right to buy) 0.12 2019-02-26 4 P 0 500000 500000 A 2019-02-26 Common Stock 500000 D Common Stock Warrant (right to buy) 0.18 2019-02-26 4 J 0 2884615 A 2019-08-26 2024-02-26 Common Stock 2884615 2884615 D 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 "Agreement"), pursuant to which it agreed to purchase an aggregate principal amount of $1,000,000 of convertible promissory notes of the issuer and warrants to acquire the issuer's common stock, in two $500,000 tranches. Each tranche consists of (i) a note in the principal amount of $500,000 and (ii) a warrant to purchase 2,884,615 shares of the issuer's common stock at an exercise price of $0.18 per share, issued in connection with the Agreement as partial consideration for the note. Essetifin purchased the first $500,000 tranche effective as of February 26, 2019 (such purchase consisting of the "February 2019 Note" and the "February 2019 Warrant"). The February 2019 Note and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the February 2019 Note into the issuer's common stock at a conversion price of $0.12 per share. The February 2019 Note is payable upon the written demand of the holder thereof at any time after March 1, 2024 (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 4,166,667 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. The February 2019 Warrant is exercisable into up to 2,884,615 shares of the issuer's common stock and is exercisable, in whole or in part, at any time and from time to time, from August 26, 2019, the date that is sixth months after the date of purchase, through February 26, 2024, the fifth anniversary of such date. Dispositive power over the shares of the issuer's 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 2019-02-27 /s/ Marino Zigrossi for Enrico Cavazza by power of attorney 2019-02-27 /s/ Marino Zigrossi for Francesca Cavazza by power of attorney 2019-02-27 /s/ Marino Zigrossi for Silvia Cavazza by power of attorney 2019-02-27 /s/ Marino Zigrossi for Martina Cavazza Preta by power of attorney 2019-02-27 /s/ Fabio Poma for Paolo Cavazza by power of attorney 2019-02-27 EX-99.1 2 f4022619ex99-1essetifin_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:	February 27, 2019

Enrico Cavazza

By:	/s/ Marino Zigrossi
Name:	Marino Zigrossi
Title:	Attorney-in-fact**
Date:	February 27, 2019

Francesca Cavazza

By:	/s/ Marino Zigrossi
Name:	Marino Zigrossi
Title:	Attorney-in-fact**
Date:	February 27, 2019

Silvia Cavazza

By:	/s/ Marino Zigrossi
Name:	Marino Zigrossi
Title:	Attorney-in-fact**
Date:	February 27, 2019

Martina Cavazza Preta

By:	/s/ Marino Zigrossi
Name:	Marino Zigrossi
Title:	Attorney-in-fact**
Date:	February 27, 2019

Paolo Cavazza

By:	/s/ Fabio Poma
Name:	Fabio Poma
Title:	Attorney-in-fact
Date:	February 27, 2019

** 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.