UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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SCHEDULE 13D/A
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RegeneRx Biopharmaceuticals, Inc. |
Common stock, par value $0.001 per share |
(Date of Event Which Requires Filing of this Statement) |
CUSIP No. 75886X 10 8
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Page 2 of 4 Pages
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1.
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Names of Reporting Persons
G-treeBNT Co., Ltd. (formerly known as Digital Aria Co., Ltd.)
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
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6.
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Citizenship or Place of Organization
Republic of Korea
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
25,083,333 (1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
25,083,333 (1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
25,083,333 (1)
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
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13.
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Percent of Class Represented by Amount in Row (11)
23.5% (2)
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14.
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Type of Reporting Person
CO
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CUSIP No. 75886X 10 8
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Page 3 of 4 Pages
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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(a) | As of the date hereof, (i) the Reporting Person is the record owner of 19,583,333 shares of the Common Stock and (ii) has the right to acquire an additional 5,500,000 shares of Common Stock pursuant to the Securities Purchase Agreement. As a result, the Reporting Person may be deemed to beneficially own 25,083,333 shares of Common Stock as of the date hereof, representing beneficial ownership of 23.5% of the Issuer’s Common Stock. None of the individuals listed on Schedule I hereto (each a “Listed Individual”) separately beneficially own any shares of Common Stock. | |
(b) | Of the 25,083,333 shares of Common Stock beneficially owned by the Reporting Person, the Reporting Person has sole voting and dispositive power with respect to all of such shares. | |
(c) | Except as described herein, neither the Reporting Person nor any Listed Individual has effected any transactions in the Common Stock during the past 60 days. | |
(d) |
No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Person.
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(e) | Not applicable. |
CUSIP No. 75886X 10 8
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Page 4 of 4 Pages
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Company Name | ||
By:
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/s/ Ill Park | |
Name: Ill Park
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Title: Chief Executive Officer | ||