4//SEC Filing
Essetifin SPA 4
Accession 0001213900-20-031745
CIK 0000707511other
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 4:17 PM ET
Size
37.7 KB
Accession
0001213900-20-031745
Insider Transaction Report
Form 4
CAVAZZA PAOLO
10% Owner
Transactions
- Other
Common Stock Warrant (right to buy)
2020-10-15+835,189→ 835,189 totalExercise: $0.45From: 2021-04-15Exp: 2025-10-15→ Common Stock (835,189 underlying) - Purchase
Convertible Promissory Note (right to buy)
2020-10-15$400000.00/shFrom: 2020-10-15→ Common Stock
Holdings
- 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-08-26Exp: 2024-02-26→ Common Stock (3,125,000 underlying) - 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-11-13Exp: 2024-03-01→ Common Stock (3,125,000 underlying) - 34,989,080
Common Stock
Convertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-02-26→ Common StockConvertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-05-13→ Common Stock
Cavazza Enrico
10% Owner
Transactions
- Purchase
Convertible Promissory Note (right to buy)
2020-10-15$400000.00/shFrom: 2020-10-15→ Common Stock - Other
Common Stock Warrant (right to buy)
2020-10-15+835,189→ 835,189 totalExercise: $0.45From: 2021-04-15Exp: 2025-10-15→ Common Stock (835,189 underlying)
Holdings
- 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-11-13Exp: 2024-03-01→ Common Stock (3,125,000 underlying) Convertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-02-26→ Common StockConvertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-05-13→ Common Stock- 34,989,080
Common Stock
- 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-08-26Exp: 2024-02-26→ Common Stock (3,125,000 underlying)
Cavazza Preta Martina
10% Owner
Transactions
- Purchase
Convertible Promissory Note (right to buy)
2020-10-15$400000.00/shFrom: 2020-10-15→ Common Stock - Other
Common Stock Warrant (right to buy)
2020-10-15+835,189→ 835,189 totalExercise: $0.45From: 2021-04-15Exp: 2025-10-15→ Common Stock (835,189 underlying)
Holdings
- 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-11-13Exp: 2024-03-01→ Common Stock (3,125,000 underlying) - 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-08-26Exp: 2024-02-26→ Common Stock (3,125,000 underlying) Convertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-02-26→ Common Stock- 34,989,080
Common Stock
Convertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-05-13→ Common Stock
SIGMA TAU FINANZIARIA SPA
10% Owner
Transactions
- Purchase
Convertible Promissory Note (right to buy)
2020-10-15$400000.00/shFrom: 2020-10-15→ Common Stock - Other
Common Stock Warrant (right to buy)
2020-10-15+835,189→ 835,189 totalExercise: $0.45From: 2021-04-15Exp: 2025-10-15→ Common Stock (835,189 underlying)
Holdings
- 34,989,080
Common Stock
Convertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-05-13→ Common Stock- 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-11-13Exp: 2024-03-01→ Common Stock (3,125,000 underlying) Convertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-02-26→ Common Stock- 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-08-26Exp: 2024-02-26→ Common Stock (3,125,000 underlying)
Cavazza Silvia
10% Owner
Transactions
- Purchase
Convertible Promissory Note (right to buy)
2020-10-15$400000.00/shFrom: 2020-10-15→ Common Stock - Other
Common Stock Warrant (right to buy)
2020-10-15+835,189→ 835,189 totalExercise: $0.45From: 2021-04-15Exp: 2025-10-15→ Common Stock (835,189 underlying)
Holdings
- 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-08-26Exp: 2024-02-26→ Common Stock (3,125,000 underlying) - 34,989,080
Common Stock
Convertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-02-26→ Common StockConvertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-05-13→ Common Stock- 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-11-13Exp: 2024-03-01→ Common Stock (3,125,000 underlying)
Cavazza Francesca
10% Owner
Transactions
- Other
Common Stock Warrant (right to buy)
2020-10-15+835,189→ 835,189 totalExercise: $0.45From: 2021-04-15Exp: 2025-10-15→ Common Stock (835,189 underlying) - Purchase
Convertible Promissory Note (right to buy)
2020-10-15$400000.00/shFrom: 2020-10-15→ Common Stock
Holdings
- 34,989,080
Common Stock
- 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-11-13Exp: 2024-03-01→ Common Stock (3,125,000 underlying) - 3,125,000
Common Stock Warrant (right to buy)
Exercise: $0.18From: 2019-08-26Exp: 2024-02-26→ Common Stock (3,125,000 underlying) Convertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-02-26→ Common StockConvertible Promissory Note (right to buy)
Exercise: $0.12From: 2019-05-13→ Common Stock
Footnotes (7)
- [F1]On February 26, 2019, in a private placement by the issuer, Essetifin S.p.A. ("Essetifin") entered into a Convertible Note and Warrant Purchase Agreement (the "2019 Agreement"), pursuant to which it agreed to purchase an aggregate principal amount of $1,000,000 of convertible promissory notes of the issuer (the "2019 Notes") and warrants to acquire the issuer's common stock (the "2019 Warrants"), in two $500,000 tranches. Each tranche consisted of (i) a note in the principal amount of $500,000 and (ii) a warrant to purchase 3,125,000 shares of the issuer's common stock at an exercise price of $0.18 per share, issued in connection with the 2019 Agreement as partial consideration for the note. Essetifin purchased the first $500,000 tranche effective February 26, 2019 (such purchase consisting of the "February 2019 Note" and the "February 2019 Warrant") and the second $500,000 tranche effective May 13, 2019 (such purchase consisting of the "May 2019 Note" and the "May 2019 Warrant").
- [F2]The 2019 Notes and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the 2019 Notes into shares of the issuer's common stock at a conversion price of $0.12 per share. The 2019 Notes are payable upon the written demand of the holder thereof at any time after March 1, 2024. Interest accrues on the unpaid principal amount at a rate equal to 5% per annum, but it is not due and payable until the written demand of the holder for payment on or after the maturity date. The current outstanding principal amount, if converted into common stock, would result in the issuance of 8,333,334 shares, or 4,166,667 shares upon the conversion of each of the February 2019 Note and May 2019 Note. The number of shares of common stock to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within two business days after conversion.
- [F3]Each of the February 2019 Warrant and the May 2019 Warrant is exercisable into up to 3,125,000 shares of the issuer's common stock, or an aggregate of 6,250,000 shares. The February 2019 Warrant is exercisable, in whole or in part, at any time and from time to time, from August 26, 2019, the date that is six months after the date of purchase, through February 26, 2024, the fifth anniversary of such date. The May 2019 Warrant is exercisable, in whole or in part, at any time and from time to time, from November 13, 2019, the date that is six months after the date of purchase, through March 1, 2024, at which time it is void.
- [F4]On October 15, 2020, in a private placement by the issuer, Essetifin entered into a Convertible Note and Warrant Purchase Agreement (the "2020 Agreement"), pursuant to which it agreed to purchase, for an aggregate purchase price of $400,000, (i) a convertible promissory note in the principal amount of $400,000 (the "2020 Note") and (ii) a warrant to purchase 835,189 shares of common stock at an exercise price of $0.45 per share, issued in connection with the 2020 Agreement as partial consideration for the 2020 Note (the "2020 Warrant").
- [F5]The 2020 Note and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the 2020 Note into shares of the issuer's common stock at a conversion price equal to the closing price of the issuer's common stock as of October 14, 2020, less a 20% discount (approximately $0.3592 per share). The 2020 Note is payable upon the written demand of the holder thereof at any time after October 14, 2025. Interest accrues on the unpaid principal amount at a rate equal to 5% per annum, but it is not due and payable until the written demand of the holder for payment on or after the maturity date. The current outstanding principal amount, if converted into common stock, would result in the issuance of 1,113,586 shares. The number of shares of common stock to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within two business days after conversion.
- [F6]The 2020 Warrant is exercisable into up to 835,189 shares of the issuer's common stock and is exercisable, in whole or in part, at any time and from time to time, from April 15, 2021, the date that is six months after the date of purchase, through October 15, 2025, the fifth anniversary of such date.
- [F7]Dispositive power over the shares of the issuer's common stock owned by Essetifin is shared by Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza. Each of Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza disclaims beneficial ownership of all shares of Common Stock held by Essetifin except to the extent of any pecuniary interest therein.
Issuer
REGENERX BIOPHARMACEUTICALS INC
CIK 0000707511
Entity typeother
Related Parties
1- filerCIK 0001092601
Filing Metadata
- Form type
- 4
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 4:17 PM ET
- Size
- 37.7 KB