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