RGRX RegeneRX Biopharmaceuticals Inc (CE)

Item 1.01 Entry Into a Definitive Material Agreement.

In May 2013, our Board of Directors approved a private offering to raise capital from existing or new investors. Pursuant to this authority, on June 13, 2023, we sold and issued a $75,000 Convertible Promissory Note to Allan L. Goldstein, our board Chairman, and a $25,000 Convertible Promissory Note to J.J. Finkelstein, our President and Chief Executive Officer. Dr. Goldstein has funded $50,000 of his purchase and has indicated his intention to fund the $25,000 before June 30, 2023. We also sold and issued on that date an additional $25,000 Convertible Promissory Note to one of our 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 due, 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.

To induce these parties to lend funds to us, we also agreed to issue each investor a five-year warrant to purchase a number of shares 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.