Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2021, RegeneRx Biopharmaceuticals,
Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase
Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with investors and
existing stockholders and members of management of the Company (the “Investors”). The Company closed the transactions
contemplated under the Purchase Agreement on June 30, 2021.
Private Placement Pursuant to the
Purchase Agreement
Pursuant to the terms of the Purchase
Agreement, the Company sold an aggregate of 9,900,000 shares of its common stock (the “Shares”) to investors at a price
of $0.20 per share, for gross proceeds of $1,980,000 before offering expenses (the “Private Placement”). As part
of the Private Placement, the Company also issued to investors, for no additional consideration, Series A Warrants to purchase 7,425,000
shares of common stock (the “Warrant Shares”) at an exercise price of $0.24 per share with a two year term (the “Series
A Warrants”) and Series B Warrants to purchase 7,425,000 Warrant Shares at an exercise price of $0.28 per share with a five
year term (the “Series B Warrants,” together with the Series A Warrants, the “Warrants”).
The Purchase Agreement contains customary
representations, warranties and covenants by each of the Company and investors. In addition, the Purchase Agreement provides that the
investors have a right, subject to certain exceptions described in the agreement, to participate in future issuances of equity and debt
securities by the Company for a period of 12 months following the effective date of the Registration Statement (defined below under
“Registration Rights Agreement”). Further, subject to certain exceptions described in the Purchase Agreement, during the 30-day
period following the Effective Date, the Company may not issue or propose to issue any equity securities, subject to certain exceptions.
The Series A Warrants are exercisable
for two years from their grant date while the Series B Warrants are exercisable for five years after the date of grant. The exercise price
and number of shares issuable upon exercise of the Warrants are subject to adjustment for stock splits, combinations, recapitalization
events and certain dilutive issuances (as described below). The Warrants are required to be exercised for cash, provided that if during
the term of the Warrants there is not an effective registration statement under the Securities Act covering the resale of the shares issuable
upon exercise of the Warrants, then the Warrants may be exercised on a cashless (net exercise) basis. The exercise price under the Warrants
is subject to a “full-ratchet” anti-dilution provision, such that in the event the Company makes an issuance of common stock
(subject to customary exceptions) at a price per share less than the applicable exercise price of the Warrants, the exercise price will
be reduced to the price per share applicable to such new issuance.
The purchase and sale of the Shares
and the Warrants was completed on June 30, 2021 In connection with the closing of the Private Placement, the Company paid a placement
agent fee of 7% of the gross proceeds of the Private Placement from certain investors to Roth Capital Partners, LLC (“Roth”).
The Company also issued Roth Warrants to purchase up to 1,268,750 shares of common stock on the same terms of the Warrants (the “Roth
Warrants”).
Registration Rights Agreement
On June 28, 2021, the Company and the
Investors also entered into the Registration Rights Agreement, pursuant to which the Company has agreed to file with the Securities and
Exchange Commission (“SEC”) a registration statement related to the transaction covering the shares purchased under
the Purchase Agreement and the Warrant Shares (collectively, the “Registration Shares”). The Roth Warrants also provides
that the shares issuable upon conversion of the Roth Warrants will be registered pursuant to the terms of the Registration Rights Agreement.
Pursuant to the terms of the Registration
Rights Agreement, the Company is obligated to file a registration statement (the “Registration Statement”) with respect
to the Registration Shares within 45 days of the date of the Registration Rights Agreement and cause such registration statement to be
declared effective within 60 days of the date of the Registration Rights Agreement or 90 if the Registration Statement is subject to a
full review by the SEC.
Lock-Up Agreement.
On June 28, 2021, the Company and some
of the Investors, including members of management of the Company, entered into a Lock-Up Agreement which restricted these Investors right
to sell or transfer any of their shares of the Company’s common stock for a period of 90 days.