UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2012

REGENERX BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (301) 208-9191

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

The information set forth in Item 3.02 is incorporated by reference herein.

The information set forth in Item 3.02 is incorporated by reference herein.

Private Placement of Convertible Notes

On October 19, 2012, RegeneRx Biopharmaceuticals, Inc. (the “Company”) completed a private placement of convertible notes (the “Notes”) with four (4) accredited investors (each, an “Investor,” collectively, the “Investors”), raising an aggregate of $300,000 in gross proceeds.  The Notes were issued pursuant to a Convertible Note and Warrant Purchase Agreement (the “Security Purchase Agreement”), between the Company and the Investors, the full text of which is filed herewith as Exhibit 10.1 to this Form 8-K.  The full text of the form of Convertible Promissory Note is filed herewith as Exhibit 4.1 to this Form 8-K. The full text of the form of Warrant is filed herewith as Exhibit 4.2 to this Form 8-K.

Convertible Promissory Notes.  The key terms of the Notes are summarized below.  The Notes will pay interest at a rate of five percent (5%) per annum, mature twenty-four (24) months after their date of issuance and are convertible into shares of our common stock at a conversion price of fifteen cents ($0.15) per share (subject to adjustment as described in the Notes) at any time prior to repayment, at the election of the Investor.  In the aggregate, the Notes are initially convertible into up to 2,000,000 shares of our common stock, excluding interest.  

At any time prior to maturity of the Notes, with the consent of the holders of a majority in interest of the Notes, we may prepay the outstanding principal amount of the Notes plus unpaid accrued interest without penalty.  Upon the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of ninety (90) days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Company, the outstanding principal and all accrued interest on the Notes will accelerate and automatically become immediately due and payable.

Warrants.  In connection with the issuance of the Notes the Company also issued warrants to each Investor.  The warrants are exercisable for an aggregate of 400,000 shares of Company common stock with an exercise price of fifteen cents ($0.15) per share for a period of five years. 

Investors. The Investors, and the principal amount of their respective Notes and number of shares of Common Stock issuable upon exercise of their respective warrants, are as set forth below:

Use of Proceeds.  We intend to use the proceeds from the offering to pay certain accrued liabilities and for working capital, operating expenses and general corporate purposes.  Based on current estimates, we anticipate that our existing financial resources, including the net proceeds from this offering, will be adequate to continue to conduct our business into the first quarter of 2013.  We will need to raise additional capital prior to the maturity date to repay the Notes and to continue operating our business.

Securities Act Exemption.  The offering was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with Section 4(a)(2) under the Securities Act and Rule 506 promulgated thereunder as an offering made solely to “accredited investors” as defined under the Securities Act.  The Company obtained representations and warranties from the Investors in the Security Purchase Agreement to support the Company’s reliance on this exemption.

The foregoing descriptions of the terms of the Notes, warrants and the Security Purchase Agreement does not purport to be complete and are qualified in their entirety by reference to the text of these documents filed as exhibits hereto which are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 22, 2012, the Company issued a press release announcing the placement of the Notes and warrants. A copy of this press release is furnished as Exhibit 99.1 to this Current Report.

Forward-Looking Statements

Certain statements in this report are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include our forecast of the period of time through which our financial resources will be adequate to support our operations. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company’s expectations. Factors that may cause actual results to differ materially from any future results expressed or implied by any forward-looking statements include risks related to uncertainties inherent in the Company’s business, including, without limitation, the risk that the milestone payments and royalties described in the this report may not be triggered, the risk that Lee’s may be unable to, or may elect not to complete the development of the product candidates in one or more of the licensed regions, the risk that the Company’s product candidates do not demonstrate safety and/or efficacy in clinical trials; risks related to the Company’s ability to obtain financing to support its operations on commercially reasonable terms; the progress, timing or success of the Company’s clinical trials; difficulties or delays in development, testing, obtaining regulatory approval for producing and marketing the Company’s product candidates; regulatory developments; the size and growth potential of the markets for the Company’s product candidates and its ability to serve those markets; the scope and validity of patent protection for the Company’s product candidates; competition from other pharmaceutical or biotechnology companies; and other risks described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including those identified in the “Risk Factors” section of the annual report on Form 10-K for the year ended December 31, 2011, filed with the SEC on April 4, 2012, and subsequent quarterly reports filed on Form 10-Q, as well as other filings it makes with the SEC. Any forward-looking statements in this report represent the Company’s views only as of the date of this report and should not be relied upon as representing its views as of any subsequent date. The Company anticipates that subsequent events and developments may cause its views to change, and the Company specifically disclaims any obligation to update this information, as a result of future events or otherwise, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 24, 2012

EXHIBIT INDEX