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): ~~November 10~~June 13, ~~2021~~2023

REGENERX BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15070

52-1253406

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification
No.)

15245 Shady Grove Road, Suite 470

Rockville, MD

20850

(Address of principal executive offices)

(Zip Code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	RGRX	OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 51.0301 ~~Amendments~~Entry toInto ~~Articles~~a ofDefinitive ~~Incorporation~~Material ~~or Bylaws; Change in Fiscal Year~~Agreement.

AtIn ~~the~~May ~~Company’s~~2013, ~~2021~~our ~~Annual~~Board ~~Meeting~~of Directors approved a private offering to raise capital from existing or new investors. Pursuant to this authority, ~~the~~on June 13, 2023, we ~~stockholders~~sold ~~adopted~~and anissued ~~amendment~~a $75,000 Convertible Promissory Note to ~~the~~Allan ~~Company’s~~L. ~~Certificate~~Goldstein, ofour ~~Incorporation~~board Chairman, and a $25,000 Convertible Promissory Note to ~~increase~~J.J. ~~the~~Finkelstein, ~~authorized~~our ~~capital~~President ~~stock~~and Chief Executive Officer. Dr. Goldstein has funded $50,000 of ~~the~~his purchase and has indicated ~~Company~~his byintention ~~100~~to fund the $25,000 before June 30,~~000~~ ~~shares~~2023. ~~The~~We ~~effective~~also sold and issued on that date an additional $25,000 Convertible Promissory Note to one of ~~this~~our ~~amendment~~independent contractors. On June 20, 2023, we sold and issued an additional $50,000 Convertible Promissory Note to Joseph C. McNay, another board member. Each note accrues interest at a rate of 5% per annum and is ~~November 12~~due, ~~2021~~if not earlier converted at the option of the holder to Common Stock, on June 11, 2028. Beginning six months after the initial note issuance, the principal and accrued interest on each note may be converted into shares of our Common Stock based on a conversion rate of $0.02 per share, subject to customary adjustments.

~~Item~~To ~~5.07~~induce ~~Submission~~these ofparties ~~Matters~~to lend funds to us, we also agreed to issue each investor a ~~Vote~~five-year warrant to purchase a number of ~~Security~~shares ~~Holders~~of our Common Stock equal to 150% of the number of shares of Common Stock into which the purchased note could initially convert. Each warrant is exercisable by the holder commencing six months after issuance at an exercise price of $0.02 per share, subject to customary adjustments.

OnItem ~~November 10, 2021, RegeneRx Biopharmaceuticals, Inc~~3. ~~(the~~02 ~~“Company”)~~Unregistered ~~held~~Sales ~~its 2021 Annual Meeting~~ of ~~Stockholders~~Equity ~~(the “Annual Meeting”)~~Securities. ~~The votes cast with respect to each item of business presented at the Annual Meeting are as follows:~~

~~Proposal~~Between ~~No. 1~~June —13 and June 20, 2023, we sold to four individuals an aggregate of $175,000 of our Convertible Promissory Notes due on June 12, 2028. The ~~stockholders~~principal ~~elected~~and accrued ~~each~~interest on the notes are convertible at the option of the holders beginning six months after issuance into shares of our Common ~~nominees~~Stock at a rate of $0.02 per share, subject to customary adjustments. In connection with the ~~Board~~sale and issuance of ~~Directors~~these notes, we issued these purchasers five-year warrants to ~~serve~~purchase ~~until~~(beginning ~~the~~six ~~2022~~months ~~Annual~~after ~~Meeting~~issuance) an aggregate of ~~Stockholders~~13,125,000 ~~and~~shares ~~until~~of ~~their~~our ~~successors~~Common Stock ~~are~~at ~~elected~~an ~~and~~exercise ~~qualified~~price of $0.02 per share, subject to customary adjustments.

	Votes For	Votes Withheld	Broker Non-Votes
Allan L. Goldstein	82,627,014	2,231,766	26,620,749
J.J. Finkelstein	81,780,170	3,078,610	26,620,749
Joseph C. McNay	83,880,951	977,829	26,620,749
Mauro Bove	84,045,046	813,734	26,620,749
R. Don Elsey	84,045,051	813,729	26,620,749
Alessandro Noseda	83,951,808	906,972	26,620,749

In selling and issuing the notes and warrants, we relied on the exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. The securities were sold in private transactions to persons who represented themselves as “accredited investors” and were acquiring the securities for investment, and we have noted the instruments representing the securities with restrictions on transfer unless in compliance with the Securities Act.

Proposal No. 2 — The stockholders adopted the non-binding advisory resolution approving the compensation of the Company’s Named Executive Officers as described in the Company’s 2021 Proxy Statement.

Votes For			Votes Against				Votes Abstained				Broker Non-Votes
79,236,365				4,955,961				666,454				26,620,749

Proposal No. 3 — The stockholders adopted an amendment to the Company’s Certificate of Incorporation to increase the authorized capital stock of the Company by 100,000,000 shares.

Votes For			Votes Against				Votes Abstained				Broker Non-Votes
104,437,408				6,494,140				547,981				---

Proposal No. 4 —The stockholders ratified the appointment of CohnReznick LLP as the Company's Registered Independent Public Accounting Firm for the fiscal year ending December 31, 2021.

Votes For			Votes Against				Votes Abstained				Broker Non-Votes
110,583,668				576,879				318,982				---

Item 8.01 Other Events.

At the 2021 Annual Meeting, the Company also made available a business presentation to the stockholders. A copy of the presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit Number	Description
	3.1	Certificate of Amendment of Restated Certificate of Incorporation
	99.1	Business presentation dated November 10, 2021
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits

	Exhibit Number	Description

	10.63	Form of Convertible Promissory Note

	10.64	Form of Warrant to Purchase Common Stock

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	REGENERX BIOPHARMACEUTICALS, INC.

	By:	/s/ J.J. Finkelstein
		J.J. Finkelstein
		President and Chief Executive Officer

Date: ~~November 15~~June 20, ~~2021~~2023.

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