Current Report Filing (8-k)
November 15 2021 - 2:56PM
Edgar (US Regulatory)
0000707511
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0000707511
2021-11-10
2021-11-10
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iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November
10, 2021
REGENERX BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-15070
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52-1253406
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.)
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15245 Shady Grove Road, Suite 470
Rockville, MD
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20850
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (301) 208-9191
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
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RGRX
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OTC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
At the Company’s 2021 Annual Meeting, the
stockholders adopted an amendment to the Company’s Certificate of Incorporation to increase the authorized capital stock of the
Company by 100,000,000 shares. The effective date of this amendment is November 12, 2021.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On November 10, 2021, RegeneRx Biopharmaceuticals, Inc.
(the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The votes cast with respect
to each item of business presented at the Annual Meeting are as follows:
Proposal No. 1 — The stockholders elected each of the six
nominees to the Board of Directors to serve until the 2022 Annual Meeting of Stockholders and until their successors are elected and qualified.
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Votes For
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Votes Withheld
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Broker Non-Votes
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Allan L. Goldstein
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82,627,014
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2,231,766
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26,620,749
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J.J. Finkelstein
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81,780,170
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3,078,610
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26,620,749
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Joseph C. McNay
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83,880,951
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977,829
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26,620,749
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Mauro Bove
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84,045,046
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813,734
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26,620,749
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R. Don Elsey
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84,045,051
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813,729
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26,620,749
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Alessandro Noseda
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83,951,808
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906,972
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26,620,749
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Proposal No. 2 — The stockholders adopted the non-binding
advisory resolution approving the compensation of the Company’s Named Executive Officers as described in the Company’s 2021
Proxy Statement.
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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79,236,365
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4,955,961
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666,454
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26,620,749
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Proposal No. 3 — The stockholders adopted an amendment to
the Company’s Certificate of Incorporation to increase the authorized capital stock of the Company by 100,000,000 shares.
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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104,437,408
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6,494,140
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547,981
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---
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Proposal No. 4 —The stockholders ratified the appointment
of CohnReznick LLP as the Company's Registered Independent Public Accounting Firm for the fiscal year ending December 31, 2021.
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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110,583,668
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576,879
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318,982
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---
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Item 8.01 Other Events.
At the 2021 Annual Meeting, the Company also made available a business
presentation to the stockholders. A copy of the presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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REGENERX BIOPHARMACEUTICALS, INC.
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By:
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/s/ J.J. Finkelstein
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J.J. Finkelstein
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President and Chief Executive Officer
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Date: November 15, 2021
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