Sec Form 4/A Filing - Essetifin SPA @ REGENERX BIOPHARMACEUTICALS INC - 2019-02-26

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Essetifin SPA 2. Issuer Name and Ticker or Trading Symbol REGENERX BIOPHARMACEUTICALS INC [ RGRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) VIA SUDAFRICA, 20 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2019 (Street) ROME, L600144 4. If Amendment, Date Original Filed (MM/DD/YY) 02/27/2019 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 34,989,080 D ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Promissory Note (right to buy) $ 0.12 ( 1 ) ( 2 ) 02/26/2019 P 02/26/2019 ( 1 )( 2 ) Common Stock ( 1 ) ( 2 ) $ 500,000 ( 1 ) ( 2 ) $ 500,000 ( 1 ) ( 2 ) D ( 4 ) Common Stock Warrant (right to buy) $ 0.18 ( 1 ) ( 3 ) ( 5 ) 02/26/2019 J 3,125,000 ( 1 ) ( 3 ) ( 5 ) 08/26/2019 02/26/2024 Common Stock 3,125,000 ( 1 ) ( 3 ) ( 5 ) ( 1 ) ( 3 ) ( 5 ) 3,125,000 ( 1 ) ( 3 ) ( 5 ) D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Essetifin SPA VIA SUDAFRICA, 20 ROME, L600144 X CAVAZZA PAOLO VIA TESSERETE, 10 LUGANO, V800000 X Cavazza Enrico VIA SUDAFRICA, 20 ROME, L600144 X Cavazza Francesca VIA SUDAFRICA, 20 ROME, L600144 X Cavazza Silvia VIA SUDAFRICA, 20 ROME, L600144 X Cavazza Preta Martina VIA SUDAFRICA, 20 ROME, L600144 X Signatures Essetifin S.p.A. By: /s/ Marino Zigrossi 03/01/2019 Signature of Reporting Person Date /s/ Marino Zigrossi for Enrico Cavazza by power of attorney 03/01/2019 Signature of Reporting Person Date /s/ Marino Zigrossi for Francesca Cavazza by power of attorney 03/01/2019 Signature of Reporting Person Date /s/ Marino Zigrossi for Silvia Cavazza by power of attorney 03/01/2019 Signature of Reporting Person Date /s/ Marino Zigrossi for Martina Cavazza Preta by power of attorney 03/01/2019 Signature of Reporting Person Date /s/ Fabio Poma for Paolo Cavazza by power of attorney 03/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 "Agreement"), pursuant to which it agreed to purchase an aggregate principal amount of $1,000,000 of convertible promissory notes of the issuer and warrants to acquire the issuer's common stock, in two $500,000 tranches. Each tranche consists 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 Agreement as partial consideration for the note. Essetifin purchased the first $500,000 tranche effective as of February 26, 2019 (such purchase consisting of the "February 2019 Note" and the "February 2019 Warrant"). ( 2 )The February 2019 Note and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the February 2019 Note into the issuer's common stock at a conversion price of $0.12 per share. The February 2019 Note is payable upon the written demand of the holder thereof at any time after March 1, 2024 (the "Maturity Date"). 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 4,166,667 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. ( 3 )The February 2019 Warrant is exercisable into up to 3,125,000 shares of the issuer's common stock and is exercisable, in whole or in part, at any time and from time to time, from August 26, 2019, the date that is sixth months after the date of purchase, through February 26, 2024, the fifth anniversary of such date. ( 4 )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. ( 5 )This amendment is being filed to reflect the inadvertent omission of additional shares into which each warrant is exercisable, which number was originally reported as 2,884,615.

Remarks: Exhibit List: Exhibit 99.1 - Joint Filers' Signatures

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