UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 5, 2013

REGENERX BIOPHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

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

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 (see General Instruction A.2. below):

Item 1.01 Entry into a Material Definitive Agreement.

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

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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

Item 3.02 Unregistered Sales of Equity Securities.

Private Placement of Convertible Notes

On July 5, 2013, RegeneRx Biopharmaceuticals, Inc. (the “Company”) completed a private placement of convertible notes (the “Notes”) with six (6) accredited investors (each, an “Investor,” collectively, the “Investors”), raising an aggregate of $100,000 in gross proceeds.  The Notes were issued pursuant to a Convertible Note Purchase Agreement (the “Security Purchase Agreement”), between the Company and the Investors, the full text of which is filed herewith as Exhibit 10.2 to this Form 8-K.  The full text of the form of Convertible Promissory Note 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 sixty (60) months after their date of issuance and are convertible into shares of our common stock at a conversion price of six cents ($0.06) 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 1,666,667 shares of our common stock.  

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.

Investors. The Investors in the offering included four directors of the Company, J.J. Finkelstein, the Company’s chief executive officer, Allan L. Goldstein, the Company’s chief scientific officer, Joseph C. McNay, an outside director and L. Thompson Bowles, an outside director. The principal amounts of their respective Notes are as set forth below:

Use of Proceeds.  We intend to use 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 August 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported on a Current Report on Form 8-K filed on January 6, 2012, the Company previously entered into letter agreements with each of J.J. Finkelstein, the Company’s President and Chief Executive Officer, David Crockford, the Company’s vice president of clinical and regulatory affairs, and Allan Goldstein, the Company’s chief scientific advisor and a member of the Company’s board of directors, relating to their employment with the Company. In addition, the Company entered into change of control agreements with each of Mr. Finkelstein, Mr. Crockford and Dr. Goldstein, providing for the payment of severance obligations upon specified terminations of employment.

On July 2, 2012, the Board of Directors of the Company approved, and the Company and each officer entered into, amendments to each of the letter agreements to extend their terms through December 31, 2012. The Company and each officer also entered into amended and restated change in control agreements to, among other things, extend their respective terms through December 31, 2012.

On January 2, 2013, the Company and each officer entered into amended letter agreements which amended the temporary employment letter and the amended and restated change in control agreements to extend their respective terms through June 30, 2013.

On July 5, 2013, the Company and each officer entered into amended letter agreements which amended the temporary employment letters and the amended and restated change in control agreements to extend their respective terms through December 31, 2013.

Under the letter agreements, as extended, Mr. Finkelstein, Dr. Goldstein and Mr. Crockford will continue to receive a salary at a rate of $50.00 per hour, subject to deductions and withholdings. Mr. Finkelstein’s typical work schedule will continue to be up to 100 hours per month, Dr. Goldstein’s typical work schedule will continue to be up to 32 hours per month and Mr. Crockford’s typical work schedule will continue to be up to 20 hours per month, in each case with no guaranteed minimum number of hours. Mr. Crockford will typically work and be paid for more than 20 hours per month based on the Company’s needs. In accordance with the letter agreements, the employment termination date for each officer will be December 31, 2013, unless terminated prior to that date by such officer or by the Company.

Under the amended and restated change in control agreements, each officer is eligible to receive severance payments upon specified change in control transactions. If a Change in Control (as defined in the agreement) is consummated by December 31, 2013, and prior to December 31, 2013, or within 12 months following the Change in Control, the Company terminates the officer’s employment for any reason, other than Cause (as defined in the agreement) or the officer’s death or disability, or if the officer resigns for Good Reason (as defined in the agreement), then:

Each officer will be required to execute a general release and waiver of all legal claims prior to receiving any severance payment. The compensation provided pursuant to the change in control agreements will be the only severance benefits to which Messrs. Finkelstein or Crockford or Dr. Goldstein may be entitled upon termination of their employment with the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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 hereunto duly authorized.

EXHIBIT INDEX