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 3, 2014
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On October 3, 2014, at the request of RegeneRx Biopharmaceuticals, Inc. (the “Company”), the Company reached an agreement with the holders of its convertible promissory notes (the “Notes”) to amend the Notes to extend their maturity date rather than pay out the principal and interest at this time. The Notes had an initial maturity date of October 19, 2014, which maturity date has now been extended three years to October 19, 2017. The Notes were issued on October 19, 2012 with an aggregate principal value of $300,000.
All other terms of the Notes remain unchanged. The Notes will continue to pay interest at an annual rate of 5% and are convertible at the election of the holder into shares of our common stock at a conversion price of $0.15 per share (subject to adjustment as described in the Notes) at any time prior to repayment. In the aggregate, the Notes are convertible into 2,000,000 shares of our common stock (subject to adjustment as described in the Notes), 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.
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 1.01 is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
Number |
Description | |
| 10.1 | Form of First Amendment to Convertible Promissory Notes |
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: October 9, 2014
EXHIBIT INDEX
|
Exhibit
Number |
Description | |
| 10.1 | Form of First Amendment to Convertible Promissory Notes |
Exhibit 10.1
FIRST AMENDMENT TO
CONVERTIBLE PROMISSORY NOTE
This First Amendment to the Convertible Promissory Note (the “ Amendment ”) is entered into this 3rd day of October, 2014 (the “ Effective Date ”), by and between __________ (the “ Holder ”) and RegeneRx Biopharmaceuticals, Inc. , a Delaware corporation (the “ Company ”).
WHEREAS, the Company and the Holder have entered into a Convertible Notes and Warrant Purchase Agreement dated as of October 19, 2012 (the “ Purchase Agreement” ); and
WHEREAS, pursuant to such Purchase Agreement the Company issued to Holder a Convertible Promissory Note (the “ Note ”)containing an October 19, 2014 maturity date (the “ Maturity Date ”); and
WHEREAS, the Company and the Holder desire to amend the Note as provided in this Amendment to extend the Maturity Date.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:
1. Amendment to Section 1 (Maturity) . Section 1 of the Note is hereby amended and replaced in its entirety as follows:
Maturity . Unless converted or repaid pursuant to Section 2 or Section 3, the entire unpaid principal sum of this Note, together with accrued and unpaid interest thereon, will be payable upon the written demand of the Holder at any time after October 19, 2017 (the “ Maturity Date ”). Subject to Section 3, interest shall accrue on this Note but shall not be due and payable until the written demand of the Holder on or after the Maturity Date. Notwithstanding the foregoing, the entire unpaid principal sum of this Note, together with accrued and unpaid interest thereon, shall become immediately due and payable 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.
2. Except as herein modified or amended, no other term or provision of the Note is amended or modified in any respect. The Note, and this Amendment, set forth the entire understanding between the parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Amendment cannot be modified or amended except in writing signed by the Holder and an authorized officer of the Company.
In Witness Whereof , the parties have executed this First Amendment to Convertible Promissory Note on the day and year first written above
| COMPANY: | ||
| REGENERX BIOPHARMACEUTICALS, INC. | ||
| By: | ||
|
J.J. Finkelstein
Chief Executive Officer |
||
| Address: | 15245 Shady Grove Road | |
| Suite 470 | ||
| Rockville, MD 20850 | ||
AGREED TO AND ACCEPTED:
[_________]
___________________________
(signature)
Address: