Sec Form 3 Filing - APTAFIN S P A @ REGENERX BIOPHARMACEUTICALS INC - 2021-06-30

FORM 3 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 APTAFIN S P A 2. Issuer Name and Ticker or Trading Symbol REGENERX BIOPHARMACEUTICALS INC [ RGRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% owner group (Last) (First) (Middle) VIALE SHAKESPEARE 47 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2021 (Street) ROME, L600144 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 1,500,000 ( 1 ) D

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 Common Stock Warrant (right to buy) $ 0.24 06/30/2021 06/30/2023 Common Stock 1,125,000 D ( 1 ) ( 2 ) Common Stock Warrant (right to buy) $ 0.28 06/30/2021 06/30/2026 Common Stock 1,125,000 D ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other APTAFIN S P A VIALE SHAKESPEARE 47 ROME, L600144 Member of 10% owner group Signatures /s/ Emanuela Belletti, Chief Executive Officer 07/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 30, 2021, in a private placement by the issuer, Aptafin S.p.A. ("Aptafin") entered into a purchase agreement, pursuant to which it agreed to purchase 1,500,000 shares of the common stock of the issuer and warrants to acquire the issuer's common stock, for an aggregate purchase price of $300,000. Aptafin is filing this Form 3 as it has now been able to regenerate the necessary Edgar codes. A Form 4 with respect to this transaction was filed by Paolo Cavazza on July 2, 2021. Mr. Cavazza owns 99% of the equity interests of Apta Finance SA, which in turn owns 100% of the equity interests of Aptafin. Mr. Cavazza may be deemed to indirectly beneficially own the securities of the issuer purchased by Aptafin. ( 2 )Aptafin received two different warrants in the transaction, one of which is exercisable, in whole or in part, at any time and from time to time, from June 30, 2021 through June 30, 2023, for up to 1,125,000 shares of common stock of the issuer at an exercise price of $0.24 per share, and one of which is exercisable, in whole or in part, at any time and from time to time, from June 30, 2021 through June 30, 2026, for up to 1,125,000 shares of common stock of the issuer at an exercise price of $0.28 per share.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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