0001213900-21-035569.txt : 20210702
0001213900-21-035569.hdr.sgml : 20210702
20210702161653
ACCESSION NUMBER: 0001213900-21-035569
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210630
FILED AS OF DATE: 20210702
DATE AS OF CHANGE: 20210702
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: 211070290
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: 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
X0306
4
2021-06-30
0
0000707511
REGENERX BIOPHARMACEUTICALS INC
RGRX
0001163608
CAVAZZA PAOLO
VIA TESSERETE, 10
LUGANO
V8
00000
SWITZERLAND
0
0
1
0
Common Stock
2021-06-30
4
P
0
1500000
0.20
A
1500000
I
See Footnote
Common Stock Warrant (right to buy)
0.24
2021-06-30
4
J
0
1125000
A
2021-06-30
2023-06-30
Common Stock
1125000
1125000
I
See Footnote
Common Stock Warrant (right to buy)
0.28
2021-06-30
4
J
0
1125000
A
2021-06-30
2026-06-30
Common Stock
1125000
1125000
I
See Footnote
This Form 4 is being filed by Paolo Cavazza as a result of his ownership interest in Aptafin S.p.A. ("Aptafin"). Aptafin was not able to timely generate replacement Edgar codes to reflect the transactions disclosed herein. The sole stockholder of Aptafin is Apta Finance SA ("Apta Finance"). Paolo Cavazza owns 99% of the equity interests of Apta Finance. By virtue of his ownership interest in Apta Finance, Paolo Cavazza may be deemed to indirectly beneficially own the securities of the issuer that were purchased by Aptafin pursuant to the Agreement (as defined below).
On June 30, 2021, in a private placement by the issuer, Aptafin S.p.A. ("Aptafin") entered into a purchase agreement (the "Agreement"), pursuant to which it agreed to purchase 1,500,000 shares of the common stock of the issuer and warrants to acquire the issuer's common stock, for an aggregate purchase price of $300,000.
The shares of common stock and warrants were purchased directly by Aptafin. Paolo Cavazza disclaims beneficial ownership of all securities of the issuer held by Aptafin except to the extent of any pecuniary interest therein.
Aptafin received two different warrants in the transaction, one of which is exercisable, in whole or in part, at any time and from time to time, from June 30, 2021 through June 30, 2023, for up to 1,125,000 shares of common stock of the issuer at an exercise price of $0.24 per share, and one of which is exercisable, in whole or in part, at any time and from time to time, from June 30, 2021 through June 30, 2026, for up to 1,125,000 shares of common stock of the issuer at an exercise price of $0.28 per share.
Essetifin S.p.A. ("Essetifin") is the beneficial owner of 51,521,189 shares of the issuer's common stock (including shares of common stock issuable upon conversion of convertible notes and exercise of warrants). Paolo Cavazza has an ownership interest in Essetifin. 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.
/s/ Fabio Poma for Paolo Cavazza by power of attorney
2021-07-02