SEC FORM 4/A

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)
02/26/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/27/2019

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

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

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⁽⁴⁾

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		P		$500,000⁽¹⁾⁽²⁾		02/26/2019	⁽¹⁾⁽²⁾	Common Stock	⁽¹⁾⁽²⁾	$500,000⁽¹⁾⁽²⁾	$500,000⁽¹⁾⁽²⁾	D⁽⁴⁾
Common Stock Warrant (right to buy)	$0.18⁽¹⁾⁽³⁾⁽⁵⁾	02/26/2019		J		3,125,000⁽¹⁾⁽³⁾⁽⁵⁾		08/26/2019	02/26/2024	Common Stock	3,125,000⁽¹⁾⁽³⁾⁽⁵⁾	⁽¹⁾⁽³⁾⁽⁵⁾	3,125,000⁽¹⁾⁽³⁾⁽⁵⁾	D⁽⁴⁾

1. Name and Address of Reporting Person^*

Essetifin SPA

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CAVAZZA PAOLO

(Last)

(First)

(Middle)

VIA TESSERETE, 10

(Street)

LUGANO

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cavazza Enrico

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cavazza Francesca

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cavazza Silvia

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cavazza Preta Martina

(Last)

(First)

(Middle)

VIA SUDAFRICA, 20

(Street)

ROME

00144

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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 "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 3,125,000 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").

2. 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.

3. The February 2019 Warrant is exercisable into up to 3,125,000 shares of the issuer's common stock and is exercisable, in whole or in part, at any time and from time to time, from August 26, 2019, the date that is sixth months after the date of purchase, through February 26, 2024, the fifth anniversary of such date.

4. 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.

5. This amendment is being filed to reflect the inadvertent omission of additional shares into which each warrant is exercisable, which number was originally reported as 2,884,615.

Remarks:

Exhibit List: Exhibit 99.1 - Joint Filers' Signatures

	Essetifin S.p.A. By: /s/ Marino Zigrossi	03/01/2019
	/s/ Marino Zigrossi for Enrico Cavazza by power of attorney	03/01/2019
	/s/ Marino Zigrossi for Francesca Cavazza by power of attorney	03/01/2019
	/s/ Marino Zigrossi for Silvia Cavazza by power of attorney	03/01/2019
	/s/ Marino Zigrossi for Martina Cavazza Preta by power of attorney	03/01/2019
	/s/ Fabio Poma for Paolo Cavazza by power of attorney	03/01/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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