UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☑

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September~~June 30, ~~2021~~

2022

☐

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________________ to __________________.

Commission file number 001-15070

REGENERX BIOPHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	52-1253406
(State of Incorporation)	(IRS Employer I.D. Number)

15245 Shady Grove Road – Suite 470

Rockville, Maryland 20850

(Address of Principal Executive Offices)

(301) 208-9191

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	RGRX	OTC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~Yes~~ ☑

Yes ☑No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~Yes~~ ☑

Yes ☑No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):


Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☑		Smaller reporting company ☑
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

143,549,735 shares of common stock, par value $0.001 per share, were outstanding as of ~~November 10, 2021.~~August 8, 2022.

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RegeneRx Biopharmaceuticals, Inc.

Form 10-Q

Quarterly Period Ended ~~September~~June 30, ~~2021~~2022

INDEX


			Page No.
Part I.	Financial Information

	Item 1.	Condensed Financial Statements

		Condensed Balance Sheets at ~~September~~June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	3

		Condensed Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	4

		Condensed Statements of Changes in Stockholders’ Deficit for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	5

		Condensed Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	6

		Notes to Condensed Financial Statements (unaudited)	7-15

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

	Item 4	Controls and Procedures	26

Part II.	Other Information

	Item 1.	Legal Proceedings	2627

	Item 1A.	Risk Factors	2627

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3940

	Item 3.	Defaults Upon Senior Securities	3940

	Item 4.	Mine Safety Disclosures	3940

	Item 5.	Other Information	3940

	Item 6.	Exhibits	4041

	Signatures		42

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PART I – FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

RegeneRx Biopharmaceuticals, Inc.

Condensed Balance Sheets


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
	(Unaudited)		(See Note 1)		(Unaudited)		(See Note 1)

ASSETS
Current assets
Cash and cash equivalents	$	1,523,390	$	427,898	$	706,648	$	1,231,608
Prepaid expenses and other current assets		25,817		49,909		18,951		19,932
Total current assets		1,549,207		477,807		725,599		1,251,540
Operating lease right-of-use asset		38,583		68,229		4,153		27,673
Other assets		5,752		5,752		5,752		5,752
Total assets	$	1,593,542	$	551,788	$	735,504	$	1,284,965

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	63,701	$	39,320	$	45,430	$	63,634
Unearned revenue		76,761		76,761		76,761		76,761
Accrued expenses		238,264		208,857		306,487		261,729
Promissory note		0		33,856
Current portion of operating lease liability		38,777		40,790		4,172		27,809
Total current liabilities		417,503		399,584		432,850		429,933

Long-term liabilities
Unearned revenue		1,966,993		2,024,564		1,909,421		1,947,802
Promissory note		0		21,544
Operating lease liability		0		27,809
Convertible promissory notes, net		1,077,714		902,231		1,253,962		1,137,109
Total liabilities		3,462,210		3,375,732		3,596,233		3,514,844

Commitments and contingencies

Stockholders’ deficit
Preferred stock, $.001 par value per share, 1,000,000 shares authorized; 0 shares issued		0		0		0		0
Common stock, par value $.001 per share, 200,000,000 shares authorized, 143,549,735 and 133,441,788 issued and outstanding		143,550		133,442
Common stock, par value $.001 per share, 300,000,000 shares authorized, 143,549,735 and 143,549,735 issued and outstanding, respectively						143,550		143,550
Additional paid-in capital		108,027,910		105,934,572		108,455,475		108,116,284
Accumulated deficit		(110,040,128)		(108,891,958)		(111,459,754)		(110,489,713)
Total stockholders’ deficit		(1,868,668)		(2,823,944)		(2,860,729)		(2,229,879)
Total liabilities and stockholders’ deficit	$	1,593,542	$	551,788	$	735,504	$	1,284,965

The accompanying notes are an integral part of these condensed financial statements.

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RegeneRx Biopharmaceuticals, Inc.

Condensed Statements of Operations


	Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenues	$	19,190	$	19,190	$	57,571	$	57,571	$	19,191	$	19,191	$	38,381	$	38,381

Operating expenses
Research and development		5,663		482		6,638		4,433		0		487		0		975
General and administrative		417,573		299,161		1,011,842		1,056,973		484,033		276,151		847,064		594,269
Total operating expenses		423,236		299,643		1,018,480		1,061,406		484,033		276,638		847,064		595,244
Loss from operations		(404,046)		(280,453)		(960,909)		(1,003,835)		(464,842)		(257,447)		(808,683)		(556,863)

Other income (expense)
Gain on forgiveness of PPP loan		55,400		0		55,400		-
Interest income		114		40		137		3,766		54		3		125		23
Interest expense		(81,313)		(52,186)		(242,798)		(155,424)		(81,188)		(81,189)		(161,483)		(161,485)
Total other expense		(25,799)		(52,146)		(187,261)		(151,658)		(81,134)		(81,186)		(161,358)		(161,462)
Loss before taxes		(429,845)		(332,599)		(1,148,170)		(1,155,493)		(545,976)		(338,633)		(970,041)		(718,325)

Provision for income taxes		0		0		0		0		0		0		0		0

Net loss	$	(429,845)	$	(332,599)	$	(1,148,170)	$	(1,155,493)	$	(545,976)	$	(338,633)	$	(970,041)	$	(718,325)

Basic net loss per common share	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)
Diluted net loss per common share	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)

Weighted average number of common shares outstanding - basic		143,482,596		133,441,788		136,922,152		133,328,778		143,549,735		133,655,579		143,549,735		134,329,715
Weighted average number of common shares outstanding - diluted		143,482,596		133,441,788		136,922,152		133,328,778		143,549,735		133,655,579		143,549,735		134,329,715

The accompanying notes are an integral part of these condensed financial statements.

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RegeneRx Biopharmaceuticals, Inc.

Condensed Statements of Changes in Stockholders’ Deficit

(unaudited)


��																	Total
										Common stock			Additional		Accumulated		stockholders’
								Total		Shares	Amount		paid-in capital		deficit		deficit
Balance, December 31, 2021										143,549,735	$	143,550	$	108,116,284	$	(110,489,713)	$	(2,229,879)
Stock-based compensation expense										0		0		87,621		0		87,621
Net loss										0		0		0		(424,065)		(424,065)
Balance, March 31, 2022										143,549,735		143,550		108,203,905		(110,913,778)		(2,566,323)
Stock-based compensation expense										0		0		251,570		0		251,570
Net loss										0		0		0		(545,976)		(545,976)
Balance, June 30, 2022										143,549,735	$	143,550	$	108,455,475	$	(111,459,754)	$	(2,860,729)
	Common stock			Additional		Accumulated		stockholders’
	Shares	Amount		paid-in capital		deficit		deficit
Balance, December 31, 2020	133,441,788	$	133,442	$	105,934,572	$	(108,891,958)	$	(2,823,944)	133,441,788	$	133,442	$	105,934,572	$	(108,891,958)	$	(2,823,944)
Issuance of common stock - option exercises	105,000		105		21,945		0		22,050	105,000		105		21,945		0		22,050
Stock-based compensation expense	0		0		61,744		0		61,744	0		0		61,744		0		61,744
Net loss	0		0		0		(379,692)		(379,692)	0		0		0		(379,692)		(379,692)
Balance, March 31, 2021	133,546,788		133,547		106,018,261		(109,271,650)		(3,119,842)	133,546,788		133,547		106,018,261		(109,271,650)		(3,119,842)
Private offering of common stock and warrants, net of issuance costs	9,900,000		9,900		1,833,600		0		1,843,500	9,900,000		9,900		1,833,600		0		1,843,500
Stock-based compensation expense	0		0		61,744		0		61,744	0		0		61,744		0		61,744
Net loss	0		0		0		(338,633)		(338,633)	0		0		0		(338,633)		(338,633)
Balance, June 30, 2021	143,446,788		143,447		107,913,605		(109,610,283)		(1,553,231)	143,446,788	$	143,447	$	107,913,605	$	(109,610,283)	$	(1,553,231)
Issuance of common stock - warrant exercises	102,947		103		12,765		0		12,868
Private offering - issuance costs	0		0		(84,412)		0		(84,412)
Stock-based compensation expense	0		0		185,952		0		185,952
Net loss	0		0		0		(429,845)		(429,845)
Balance, September 30, 2021	143,549,735	$	143,550	$	108,027,910	$	(110,040,128)	$	(1,868,668)


Balance, December 31, 2019	131,506,494	$	131,507	$	104,896,975	$	(107,368,590)	$	(2,340,108)
Issuance of common stock - warrant exercises	1,935,294		1,935		239,976		0		241,911
Stock-based compensation expense	0		0		49,839		0		49,839
Net loss	0		0		0		(386,733)		(386,733)
Balance, March 31, 2020	133,441,788		133,442		105,186,790		(107,755,323)		(2,435,091)
Stock-based compensation expense	0		0		146,433		0		146,433
Net loss	0		0		0		(436,161)		(436,161)
Balance, June 30, 2020	133,441,788		133,442		105,333,223		(108,191,484)		(2,724,819)
Stock-based compensation expense	0		0		73,986		0		73,986
Net loss	0		0		0		(332,599)		(332,599)
Balance, September 30, 2020	133,441,788	$	133,442	$	105,407,209	$	(108,524,083)	$	(2,983,432)

The accompanying notes are an integral part of these condensed financial statements.

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RegeneRx Biopharmaceuticals, Inc.

Condensed Statements of Cash Flows


	For the nine months ended September 30,
	2021		2020		For the Six months ended June 30,
	(Unaudited)		(Unaudited)		2022		2021
					(Unaudited)		(Unaudited)
Operating activities:
Net loss	$	(1,148,170)	$	(1,155,493)	$	(970,041)	$	(718,325)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash share-based compensation		309,440		270,258
Stock-based compensation						339,191		123,488
Non-cash interest expense		175,483		106,630		116,853		116,855
Gain on forgiveness of PPP loan		(55,400)		0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		24,092		(16,991)		981		19,494
Accounts payable		24,381		(3,693)		(18,204)		159,500
Accrued expenses		29,407		60,577		44,758		69,615
Operating lease liability		(176)		(2,133)		(117)		(117)
Unearned revenue		(57,571)		(57,571)		(38,381)		(38,381)
Net cash used in operating activities		(698,514)		(798,416)		(524,960)		(267,871)


Financing activities:
Proceeds from private offering of common stock and warrants, net of issuance costs		1,759,088		0
Proceeds from private offering of common stock and warramts, net of issuance costs						0		1,843,500
Proceeds from the exercise of stock options		22,050		0		0		22,050
Proceeds from promissory note		0		55,400
Proceeds from the exercise of stock warrants		12,868		241,911
Net cash provided by financing activities		1,794,006		297,311		0		1,865,550

Net increase (decrease) in cash and cash equivalents		1,095,492		(501,105)
Net (decrease) increase in cash and cash equivalents						(524,960)		1,597,679

Cash and cash equivalents at beginning of period		427,898		639,916		1,231,608		427,898
Cash and cash equivalents at end of period	$	1,523,390	$	138,811	$	706,648	$	2,025,577

Supplemental Disclosures of Non-Cash Operating Activities:

Establish right-of-use asset	$	0	$	81,890

Establish operating lease liability	$	0	$	81,890

Issuance of warrants in conjunction with issuance of convertible notes	$	-	$	-

Beneficial conversion feaure on issuance of convertible notes	$	-	$	-

The accompanying notes are an integral part of these condensed financial statements.

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RegeneRx Biopharmaceuticals, Inc.

Notes to Condensed Financial Statements

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)

1. ORGANIZATION, BUSINESS OVERVIEW AND BASIS OF PRESENTATION

Organization and Nature of Operations.

RegeneRx Biopharmaceuticals, Inc. (“RegeneRx”, the “Company”, “We”, “Us”, “Our”), a Delaware corporation, was incorporated in 1982. We are focused on the discovery and development of novel molecules to accelerate tissue and organ repair. Our operations are confined to 1 business segment: the development and marketing of product candidates based on Thymosin Beta 4 (“Tß4”), a 43 amino acid peptide.

Management Plans to Address Operating Conditions.

Our strategy is aimed at being capital efficient while leveraging our portfolio of clinical assets by seeking strategic relationships with organizations with clinical development capabilities including development capital. Currently, we have active partnerships in four major territories: North America, Europe, China and Pan Asia. In each case, the cost of development is being borne by our partners with no financial obligation for RegeneRx. We still have significant clinical assets to develop, primarily RGN-352 (injectable formulation of Tß4 for cardiac and CNS disorders) in the U.S., Pan Asia, and Europe, and RGN-259 in the EU. Our goal is to wait until satisfactory results are obtained from the current ophthalmic clinical program in the U.S. before moving into the EU. However, we intend to continue to develop RGN-352, our injectable systemic product candidate for cardiac and central nervous system indications, either by obtaining grants to fund a Phase 2a clinical trial in the cardiovascular or central nervous system fields or finding a suitable partner with the resources and capabilities to develop it as we have with RGN-259.

Since inception, and through ~~September~~June 30, ~~2021,~~2022, we have an accumulated deficit of ~~$110~~approximately $111.5 million and we had cash and cash equivalents of ~~$1,523,390~~$706,648 as of ~~September~~June 30, ~~2021.~~2022. We anticipate incurring additional operating losses in the future as we continue to explore the potential clinical benefits of Tß~~4-based~~4 based product candidates over multiple indications. We have entered into a series of strategic partnerships under licensing and joint venture agreements where our partners are responsible for advancing development of our product candidates by sponsoring multiple clinical trials. On June 30, 2021, we closed a private placement of common stock and warrants with several institutional ~~and accredited~~ investors, including members of management and the board, and received gross proceeds of $1,980,000. At present, we believe that we will have sufficient cash to fund planned operations through the end of 2022.

We ~~have not reached commercialization and therefore do not generate recurring revenue and~~ will need substantial additional funds in order to significantly advance development of our unlicensed programs. Accordingly, we will continue to evaluate opportunities to raise additional capital and are in the process of exploring various alternatives, including, without limitation, a public or private placement of our securities, debt financing, corporate collaboration and licensing arrangements, mergers, or the sale of our Company or certain of our intellectual property rights.

These factors raise substantial doubt about our ability to continue as a going concern. The accompanying condensed financial statements have been prepared assuming that we will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of our liabilities in the normal course of business.

Although we intend to continue to seek additional financing or additional strategic partners, we may not be able to complete a financing or corporate transaction, either on favorable terms or at all. If we are unable to complete a financing or strategic transaction, we may not be able to continue as a going concern after our funds have been exhausted, and we could be required to significantly curtail or cease operations, file for bankruptcy or liquidate and dissolve. There can be no assurance that we will be able to obtain any sources of funding. The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be forced to take any such actions.

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In addition to our current operational requirements, we continually refine our operating strategy and evaluate alternative clinical uses of Tß4. However, substantial additional resources will be needed before we will be able to achieve sustained profitability. Consequently, we continually evaluate alternative sources of financing such as the sharing of development costs through strategic collaboration agreements. There can be no assurance that our financing efforts will be successful and, if we are not able to obtain sufficient levels of financing, we would delay certain clinical and/or research activities and our financial condition would be materially and adversely

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affected. Even if we are able to obtain sufficient funding, other factors including competition, dependence on third parties, uncertainty regarding patents, protection of proprietary rights, manufacturing of peptides, and technology obsolescence could have a significant impact on us and our operations.

To achieve profitability, we, and/or a partner, must successfully conduct pre-clinical studies and clinical trials, obtain required regulatory approvals and successfully manufacture and market those pharmaceuticals we wish to commercialize. The time required to reach profitability is highly uncertain, and there can be no assurance that we will be able to achieve sustained profitability, if at all.

Basis of Presentation.

The accompanying unaudited interim condensed financial statements reflect, in the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”), for interim financial statements. Accordingly, they do not include all the information and footnotes required by GAAP. The accounting policies underlying our unaudited interim condensed financial statements are consistent with those underlying our audited annual financial statements, but do not include all disclosures including notes required by GAAP for complete financial statements. These unaudited interim condensed financial statements should be read in conjunction with the audited annual financial statements as of and for the year ended December 31, ~~2020,~~2021, and related notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 (the “Annual Report”).

The Company’s significant accounting policies are included in “Part IV - Item 15 – Exhibits, Financial Statement Schedules. - Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Company’s Annual Report. There have been no changes to these policies.

The accompanying December 31, ~~2020~~2021 financial information was derived from our audited financial statements included in the Annual Report. Operating results for the ~~three and nine month~~three-and six-month periods ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021~~2022 or any other future period.

References in this Quarterly Report on Form 10-Q to “authoritative guidance” are to the Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board.

Use of Estimates.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Critical accounting policies involved in applying our accounting policies are those that require management to make assumptions about matters that are highly uncertain at the time the accounting estimate was made and those for which different estimates reasonably could have been used for the current period. Critical accounting estimates are also those which are reasonably likely to change from period to period and would have a material impact on the presentation of our financial condition, changes in financial condition or results of operations. Our most critical accounting estimates relate to accounting policies for revenue recognition, discount rate used to calculate the present value of future lease payments and share-based arrangements. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances. Actual results could differ from those estimates.

Convertible Notes with Detachable Warrants.

In accordance with ASC 470-20, Debt with Conversion and Other Options, the proceeds received from convertible notes are allocated between the convertible notes and the detachable warrants based on the relative fair value of the convertible notes without the warrants and the relative fair value of the warrants. The portion of the proceeds allocated to the warrants is recognized as additional paid-in capital and a debt discount. The debt discount related to warrants is accreted into interest expense through maturity of the notes.

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Revenue Recognition.

Whenever the Company determines that an arrangement should be accounted for as a combined performance obligation, we must determine the period over which the performance obligation will be performed and when revenue will be recognized. Revenue is

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recognized using either a relative performance or straight-line method. We recognize revenue using the relative performance method provided that we can reasonably estimate the level of effort required to complete our performance obligation under an arrangement and such performance obligation is provided on a best-efforts basis. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the relative performance method, as of each reporting period.

Leases.

At the inception of a contract, we determine if the arrangement is, or contains, a lease. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Rent expense is recognized on a straight-line basis over the lease term.

We have made certain accounting policy elections whereby we (i) do not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12 months or less) and (ii) combine lease and non-lease elements of our operating leases.

ROU Assets.

ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability measurement and estimating of undiscounted cash flows is done at the lowest possible level for which we can identify assets. If such assets are considered to be impaired, impairment is recognized as the amount by which the carrying amount of assets exceeds the fair value of the assets.

Accounting Standards Updates.

The Company has evaluated all issued and unadopted Accounting Standard Updates (“ASU”) and believes the adoption of these standards will not have a material impact on its results of operations, financial position or cash flows.

~~Reclassification~~

Stock-based compensation expense of $16,983 and $62,399 for the three and nine months ended September 30, 2020, respectively, has been reclassified from research and development to general and administrative in the unaudited Condensed Statements of Operations to conform to the current period presentation.

2. NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share for the ~~three and nine month~~three-and six-month periods ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 is based on the weighted-average number of shares of common stock outstanding during the periods. Diluted loss per share is based on the weighted-average number of shares of common stock outstanding during each period in which a loss is incurred. Potentially dilutive shares are excluded because the effect is antidilutive. In periods where there is net income, diluted income per share is based on the weighted-average number of shares of common stock outstanding plus dilutive securities with a purchase or conversion price below the per share price of our common stock on the last day of the reporting period. The potentially dilutive securities include ~~50,049,304~~52,669,304 shares and ~~31,269,884~~47,547,251 shares in ~~2021~~2022 and ~~2020,~~2021, respectively, reserved for the conversion of convertible debt or exercise of outstanding options and warrants.

3. STOCK-BASED COMPENSATION

We measure stock-based compensation expense based on the grant date fair value of the awards, which is then recognized over the period which service is required to be provided. We estimate the value of our stock option awards on the date of grant using the Black-Scholes option pricing model (“Black-Scholes”) and amortize that cost over the expected term of the grant. We recognized ~~$185,952~~$251,570 and ~~$73,986~~$339,191 in stock-based compensation expense ~~for~~in the three and six months ended ~~September~~June 30, ~~2021 and 2020.~~2022, respectively. We recognized ~~$309,440~~$61,744 and ~~$270,258~~$123,488 in stock-based compensation expense ~~for~~in the ~~nine~~three and six months ended ~~September~~June 30, 2021, ~~and 2020,~~ respectively.

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We issued ~~2,605,000~~3,105,000 stock options with a weighted average fair value of $0.143 to employees, consultants and directors during the six months ended June 30, 2022. We did not issue stock options to employees, consultants and directors during the ~~nine~~six months ended ~~September~~June 30, 2021. ~~We issued 2,130,000 stock options to employees, consultants and directors during the nine months ended September 30, 2020.~~ We used the following forward-looking range of assumptions to value the stock options issue in ~~2021 and 2020:~~2022:


	2021		2020		2022		2021
Dividend yield	0.0	%	0.0	%	0.0	%	0.0	%
Risk-free rate of return	0.71	%	0.33	%	1.61-2.96	%	0.71	%
Expected life in years	5.88		5.88		5.75-6.25		5.88
Volatility	87.68	%	74.57	%	87.95-90.43	%	87.68	%
Forfeiture rate	2.6	%	2.6	%	2.6	%	2.6	%

A summary of the Company’s stock options for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, is as follows:

Weighted

Weighted

Average

Number of

Average

Remaining

Aggregate


Shares

Exercise Price

Contractual Life

Intrinsic Value
Options Outstanding, December 31, 2020

11,951,250

$
0.28




Granted

2,605,000

$
0.28




Exercised

(105,000)

$
0.21




Forfeited

(1,915,000)

$
0.21




Options Outstanding, September 30, 2021

12,536,250

$
0.29

6.5
years
$
1,350
Vested and unvested but expected to vest, September 30, 2021

12,055,116

$
0.29

6.5
years
$
1,298
Exercisable at September 30, 2021

8,913,750

$
0.30

5.5
years
$
1,350


				Weighted
		Weighted		Average
	Number of	Average		Remaining		Aggregate
	Shares	Exercise Price		Contractual Life		Intrinsic Value
Options Outstanding, December 31, 2021	12,376,250	$	0.29
Granted	3,105,000	$	0.19
Exercised	0	$	0
Forfeited	(325,000)	$	0.19
Options Outstanding, June 30, 2022	15,156,250	$	0.28	6.8	years	$	0
Vested and unvested but expected to vest, June 30, 2022	14,561,283	$	0.28	6.8	years	$	0
Exercisable at June 30, 2022	10,631,250	$	0.29	5.8	years	$	0

The average expected life was determined using historical data. We expect to recognize the compensation cost related to non-vested options as of ~~September~~June 30, ~~2021~~2022, of ~~$527,327~~$675,935 over the weighted average remaining recognition period of ~~2.26~~1.9 years.

4. INCOME TAXES

As of ~~September~~June 30, ~~2021,~~2022, there have been no material changes to our uncertain tax positions disclosures as provided in Note 9 of the Annual Report. The tax returns for all years in the Company’s major tax jurisdictions are not settled as of January 1, ~~2021;~~2022; no changes in settled tax years have occurred through ~~September~~June 30, ~~2021.~~2022. Due to the existence of tax attribute carryforwards (which are currently offset by a full valuation allowance), the Company treats all years’ tax positions as unsettled due to the taxing authorities’ ability to modify these attributes.

5. FAIR VALUE MEASUREMENTS

The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1 — Quoted prices in active markets for identical assets and liabilities.

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 — Unobservable inputs.

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, our only qualifying assets that required measurement under the foregoing fair value hierarchy were money market funds included in cash and cash equivalents valued at ~~$54,581~~$619,031 and ~~$427,898,~~$1,118,906, respectively, using Level 1 inputs.

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6. CONVERTIBLE NOTES

2019 Convertible Notes

OnIn February ~~27,~~ 2019, we sold a series of convertible promissory notes to management, the Company’s Board of Directors and accredited investors including Essetifin S.p.A., our largest stockholder. The sale of the notes resulted in gross proceeds to the Company of $1,300,000 over two closings (the “2019 Notes”). The first closing in the amount of $650,000 occurred onin February ~~27,~~ 2019 and the second closing, also in the amount of $650,000, occurred onin May ~~13,~~ 2019 after the Company provided notice of the enrollment of the first patent in the ARISE-3 clinical trial in DES sponsored by ReGenTree. The 2019 Notes will mature on March 1, 2024. The 2019 Notes bear interest at a rate of five percent ~~(5%)~~(5)% per annum and are convertible into shares of our common stock at a conversion price of twelve cents ($0.12) per share (subject to adjustment as described in the 2019 Notes) at any time prior to repayment, at the election of the investors. In the aggregate, the 2019 Notes issued in both closings are convertible ~~(subject to adjustment as described in the 2019 Notes)~~ into up to 10,833,333 shares of our common stock excluding interest.

At any time prior to maturity of the 2019 Notes, with the consent of the holders of a majority in interest of the 2019 Notes, we can prepay the outstanding principal amount of the 2019 Notes plus unpaid accrued interest without penalty. The outstanding principal and all accrued interest on the 2019 Notes will accelerate and automatically become immediately due and payable upon the occurrence of certain events of default.

In connection with the issuance of the 2019 Notes we also issued warrants to each investor. The warrants are exercisable for an aggregate of 8,125,000 shares of common stock with an exercise price of eighteen cents ($0.18) per share for a period of 5 years (the “2019 Warrants”). The relative fair value of the 2019 Warrants issued was $348,443 calculated using the Black-Scholes-Merton valuation model value of $0.06 with an expected and contractual life of 5 years, an assumed volatility of 67.86%, and a risk-free interest rate of 2.49%. The 2019 Warrants are classified in equity.

The Company allocated $348,443 of the gross proceeds to the 2019 Warrants, on a relative fair value basis. In addition, because the effective conversion price of the 2019 Notes was less than the fair value of the underlying common stock on the issuance date, we allocated the intrinsic value of that feature to additional paid-in-capital. The debt discount created by the 2019 Warrants and beneficial conversion feature will be amortized over the term of the 2019 Notes as additional interest expense using the effective interest method.

The affiliated investors, and the principal amount of their respective 2019 Notes purchase are as set forth below:


Investor	Note Principal
Essetifin S.p.A.	$	1,000,000
Joseph C. McNay	$	25,000
J.J. Finkelstein	$	25,000
Mauro Bove	$	10,000
Allan L. Goldstein	$	5,000
R. Don Elsey	$	5,000

Essetifin S.p.A., our largest stockholder, is currently the holder of all of our securities previously held by Sigma-Tau and its affiliates. The other listed investors are members of our Board of Directors including Mr. Finkelstein, who serves as our CEO, and Dr. Goldstein who serves as our Chief Scientific Advisor and Chairman of our Board of Directors.

2020 Convertible Notes

In October 2020, we sold a series of convertible promissory notes to management, the Company’s Board of Directors and accredited investors including Essetifin S.p.A., our largest stockholder. The sale of the notes resulted in gross proceeds to the Company of $500,000 (the “2020 Notes”). The 2020 Notes will mature on October 15, 2025. The 2020 Notes bear interest at a rate of five percent ~~(5%)~~(5)% per annum and are convertible into shares of our common stock at a conversion price of thirty-six cents ($0.36) per share (subject to adjustment as described in the 2020 Notes) at any time prior to repayment, at the election of the investors. In the aggregate, the 2020 Notes are convertible ~~(subject to adjustment as described in the 2020 Notes)~~ into ~~up to~~ 1,391,982 shares of our common stock excluding interest.

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At any time prior to maturity of the 2020 Notes, with the consent of the holders of a majority in interest of the 2020 Notes, we can prepay the outstanding principal amount of the 2020 Notes plus unpaid accrued interest without penalty. The outstanding principal and all accrued interest on the 2020 Notes will accelerate and automatically become immediately due and payable upon the occurrence of certain events of default.

In connection with the issuance of the 2020 Notes we also issued warrants to each investor. The warrants are exercisable for an aggregate of 1,043,988 shares of common stock with an exercise price of forty-five cents ($0.45) per share for a period of 5 years (the “2020 Warrants”). The relative fair value of the 2020 Warrants issued was $176,573 calculated using the Black-Scholes-Merton valuation model value of $0.26 with an expected and contractual life of 5 years, an assumed volatility of 74.6%, and a risk-free interest rate of 0.32%. The 2020 Warrants are classified in equity.

The Company allocated $176,573 of the gross proceeds to the warrants, on a relative fair value basis. In addition, because the effective conversion price of the 2020 Notes was less than the fair value of the underlying common stock on the issuance date, we allocated $289,045, the intrinsic value of that feature to additional paid-in capital. The debt discount created by the 2020 Warrants and beneficial conversion feature is amortized over the term of the 2020 Notes as additional interest expense using the effective interest method.

The affiliated investors and the principal amount of their respective 2020 Notes purchase are as set forth below:


Investor	Note Principal
Essetifin S.p.A.	$	400,000
J.J. Finkelstein	$	10,000
Mauro Bove	$	10,000
Allan L. Goldstein	$	5,000

The Company recorded interest expense and discount accretion as set forth below:

For the three months ended

For the nine months ended


September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

2019 Notes

$
51,418

$
52,186

$
154,089

$
155,424

2020 Notes

29,895

0

88,709

0

Total interest expense

$
81,313

$
52,186

$
242,798

$
155,424


	For the three months ended				For the six months ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021

2019 Notes	$	51,618	$	51,619	$	102,669	$	102,671

2020 Notes		29,570		29,570		58,814		58,814

Total interest expense	$	81,188	$	81,189	$	161,483	$	161,485

7. LICENSE AGREEMENTS

Joint Venture Agreement – ReGenTree.

On January 28, 2015, the Company entered into the Joint Venture Agreement with GtreeBNT, a stockholder in the Company. The Joint Venture Agreement provides for the creation of the ~~ReGenTree~~ Joint Venture, jointly owned by the Company and GtreeBNT. ReGenTree ~~is commercializing~~will commercialize RGN-259 for treatment of dry eye syndrome and neurotrophic ~~keratopathy~~keratitis in the United States and Canada.

GtreeBNT is solely responsible for funding all the product development and commercialization efforts of the Joint Venture. GtreeBNT made an initial contribution of $3 million in cash and received an initial equity stake of 51%. RegeneRx’s ownership interest in ReGenTree was reduced from 49% to 38.5% when the Clinical Study Report was filed for the Phase 2/3 dry eye clinical trial. Based on when, and if, certain additional development milestones are achieved in the U.S. with RGN-259, our equity ownership may be incrementally reduced to between 38.5% and 25%, with 25% being the final equity ownership upon approval of a BLA for DES or neurotrophic keratitis (NK) in the U.S. (Tβ4 is now regulated as a biologic rather than as a new drug entity, see page ~~19)~~18). In addition to our equity ownership, RegeneRx retains a royalty on net sales that varies between single and low double digits, depending on whether commercial sales are made by ReGenTree or a licensee. In the event ReGenTree is acquired or there is a change of control that occurs following achievement of a BLA, RegeneRx shall be entitled to a minimum of 40% of all proceeds paid or payable and will forgo any future royalties. The Company is not required or otherwise obligated to provide financial support to the Joint Venture.

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The Joint Venture is responsible for executing all development and commercialization activities under the License Agreement, which activities ~~are~~will be directed by a joint development committee comprised of representatives of the Company and GtreeBNT. The License Agreement has a term that extends to the later of the expiration of the last patent covered by the License Agreement or 25 years from the first commercial sale under the License Agreement. The License Agreement may be earlier terminated if the Joint Venture fails to meet certain commercialization milestones, if either party breaches the License Agreement and fails to cure such breach, as a result of government action that limits the ability of the Joint Venture to commercialize the product, as a result of a challenge to a licensed patent, following termination of the license between the Company and certain agencies of the United States federal government, or upon the bankruptcy of either party.

Under the License Agreement, the Company received $1.0 million in up-front payments and is entitled to receive royalties on the Joint Venture’s future sales of products. On April 6, 2016, we received $250,000 from ReGenTree in connection with the amendment of the License Agreement in April 2016 to expand the territorial rights to include Canada. The Company is accounting for the License Agreement with the Joint Venture as a revenue arrangement. Since participation in the joint development committee is required, it was deemed to be a material promise. Management has concluded that the participation in the joint development committee is not distinct from other promised goods and services. The Company assessed the license agreements in accordance with ASC 606. The Company evaluated the promised goods and services under the license agreements and determined that there was one combined performance obligation representing a series of distinct goods and services including the license to research, develop and commercialize RGN-259 and participation in the joint development committee. Revenue is being recognized on a straight-line basis over a period of 30 years, which, in management’s judgment, is the best measure of progress towards satisfying the performance obligation and represents the Company’s best estimate of the period of the obligation. Revenue will be recognized for future royalty payments as they are earned.

GtreeBNT.

On March 7, 2014, we entered into license agreements with GtreeBNT Co., Ltd. The two Licensing Agreements are for the license of territorial rights to two of our Thymosin Beta 4-based products candidates, RGN-259 and RGN-137.

Under the license agreement for RGN-259, our preservative-free eye drop product candidate, GtreeBNT will have the right to develop and commercialize RGN-259 in Asia (excluding China, Hong Kong, Taiwan, and Macau). The rights will be exclusive in Korea, Japan, Australia, New Zealand, Brunei, Cambodia, East Timor, Indonesia, Laos, Malaysia, Mongolia, Myanmar (Burma), Philippines, Singapore, Thailand, ~~andVietnam,~~Vietnam, and Kazakhstan, and semi-exclusive in India, Pakistan, Bangladesh, Bhutan, Maldives, Nepal, Sri Lanka, Kyrgyzstan, Tajikistan, Turkmenistan and Uzbekistan, collectively, the Territory (the “259 Territory”). Under the 259 license agreement, we are eligible to receive aggregate potential milestone payments of up to $3.5 million. In addition, we are eligible to receive royalties of a low double-digit percentage of any commercial sales of the licensed product sold by GtreeBNT in the 259 Territory.

Under the license agreement for RGN-137, our topical dermal gel product candidate, GtreeBNT will have the exclusive right to develop and commercialize RGN-137 in the U.S. (the “137 Territory”). Under the 137 license agreement, we are eligible to receive aggregate potential milestone payments of up to $3.5 million. In addition, we are eligible to receive royalties of a low double-digit percentage of any commercial sales of the Company’s licensed product sold by GtreeBNT in the 137 Territory. In August 2017, we amended the 137 license agreement for RGN-137 held by GtreeBNT. Under the amendment, the 137 Territory was expanded to include Europe, Canada, South Korea, Australia and Japan. Under the agreement, the Company received a series of non-refundable payments and is entitled to receive royalties on the future sales of products. The Company is accounting for the license agreement as a revenue arrangement. Since participation in the joint development committee is required it was deemed to be a material promise. Management has concluded that the participation in the joint development committee is not distinct from other promised goods and services. The Company assessed the license agreement in accordance with ASC 606. The Company evaluated the promised goods and services under the agreement and determined that there was one combined performance obligation representing a series of distinct goods and services including the license to research, develop and commercialize RGN-137 and participation in the joint development committee. Revenue is being recognized on a straight-line basis over a period of 23 years, which, in management’s judgment, is the best measure of progress towards satisfying the performance obligation and represents the Company’s best estimate of the period of the obligation.

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Lee’s Pharmaceutical.

We are a party to a license agreement with Lee’s Pharmaceutical (HK) Limited (“Lee’s”), headquartered in Hong Kong, for the license of Thymosin Beta 4 in any pharmaceutical form, including our RGN-259, RGN-352 and RGN-137 product candidates, in China, Hong Kong, Macau and Taiwan (the “License Agreement”). ~~Prior to 2016,~~ Lee’s previously filed an IND with the Chinese FDA (“CFDA”) to conduct a Phase 2, randomized, double-masked, dose-response clinical trial with RGN-259 in China for dry-eye syndrome. Lee’s subsequently informed us that it received notice from CFDA declining its IND application for a Phase 2b dry eye clinical trial because the API (active pharmaceutical ingredient or Tß4) was manufactured outside of China. The API was manufactured in the U.S. and provided to Lee’s by RegeneRx pursuant to a license agreement to develop RGN-259 ophthalmic eye drops in the licensed territory. However, in mid-2016, we were informed by Lee’s that the CFDA modified its manufacturing regulations and will now allow Chinese companies to utilize API manufactured outside of China for Phase 1 and 2 clinical trials. We have not yet been informed of a projected starting date for Phase 2 trials and believe that Lee’s intends to wait until the completion of ARISE-3 before undertaking clinical trials. In February 2019, the License Agreement was amended and assigned by Lee’s to ~~their~~its affiliate, Zhaoke Ophthalmology Pharmaceutical Limited. On April 28, 2021, Zhaoke Ophthalmology completed an initial public offering, raising US$270 million for development of its ophthalmic products, including RGN-259 licensed from the Company. Zhaoke has established an advanced ophthalmic manufacturing facility and is assembling an experienced marketing team. RGN-259 is identified as one of their main pipeline drugs and they are planning to submit an IND to the NMPA (the Chinese FDA) in 2022 and initiate a phase III trial in China in 2023. There are no economic changes to the License Agreement.

8. STOCKHOLDERS’ EQUITY

~~On March 2, 2018,~~Common Stock.

At the ~~Company entered into a warrant reprice and exercise and issuance agreement with~~Company’s 2021 Annual Meeting on October 27, 2021, the ~~March 2018 Investor. In connection with the Reprice Agreement, the Company issued~~stockholders adopted an amendment to the ~~March 2018 Investor warrants~~Company’s Certificate of Incorporation to ~~purchase~~increase the authorized shares of ~~the Company’s common~~capital stock ~~(the “March Warrants”). The exercise price under the March Warrants is subject~~from 201,000,000 to a limited anti-dilution provision, such that in the event the Company makes an issuance of common stock (subject to customary exceptions) at a price per share less than the applicable exercise price of the March Warrants, the exercise price of the March Warrants will be reduced to the price per share applicable to such new issuance but will not adjust to an exercise price below $0.125. As a result of the issuance of the 2019 Notes and 2019 Warrants, the exercise price of the March Warrants was adjusted to $0.125 per share.

~~Subsequent to the reduction of the exercise price of the March Warrants to $0.125 in 2019, the March 2018 Investor exercised warrants for 925,000~~301,000,000 shares, of common stock and the Company received exercise proceeds of $115,625. The March 2018 Investor exercised additional warrants on April 23, 2019, for 1,000,000 shares of common stock and the Company received exercise proceeds of $125,000. In January 2020, the March 2018 Investor exercised warrants for 1,935,294 shares of common stock and the Company received exercise proceeds of $241,911.effective November 12, 2021.

On June 28, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with investors and existing stockholders and members of management of the Company (the “Investors”). The Company closed the transactions contemplated under the Purchase Agreement on June 30, 2021. Pursuant to the terms of the Purchase Agreement, the Company sold an aggregate of 9,900,000 shares of its common stock (the “Shares”) to investors at a price of $0.20 per share, for gross proceeds of $1,980,000 before offering expenses (the “Private Placement”). As part of the Private Placement, the Company also issued to investors, for no0 additional consideration, Series A Warrants to purchase 7,425,000 shares of common stock (the “Warrant Shares”) at an exercise price of $0.24 per share with a two-year term (the “Series A Warrants”) and Series B Warrants to purchase 7,425,000 ~~Warrant Shares~~shares of common stock at an exercise price of $0.28 per share with a five-year term (the “Series B Warrants,” together with the Series A Warrants, the “Warrants”). In addition, Series A Warrants to purchase 634,375 shares of common stock at an exercise price of $0.24 per share with a two-year term and Series B Warrants to purchase 634,375 shares of common stock at an exercise price of $0.28 per share with a five-year term were issued to the placement agent.

9. LEASES

In ~~June 2020,~~July 2022, we amended our office lease agreement, and the term has been extended through July ~~2022.~~2024. During the extended term, our rental payments will be approximately ~~$4,200~~$4,500 per month. We had previously amended the office lease to extend through July ~~2021.~~2022. Our facility lease is our only existing lease as of ~~September~~June 30, ~~2021~~2022 and is classified as an operating lease.

The discount rate used in the calculation of our lease liability is approximately 20%, which is based on our estimate of the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment as the lease does not provide an implicit rate.

The following table summarizes the Company’s recognition of its operating lease:


	June 30, 2022
Assets
Operating lease right-of-use asset	$	4,153
Total lease assets	$	4,153

Liabilities
Current
Current portion of operating lease liability	$	4,172
Total lease liabilities	$	4,172

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~~The following table summarizes the Company’s recognition of its operating lease:~~

September 30, 2021


December 31, 2020
Assets



Operating lease right-of-use asset

$
38,583

$
68,229
Total lease assets

$
38,583

$
68,229



Liabilities



Current portion of operating lease liability

$
38,777

$
40,790
Long-term portion of operating lease liability

0

27,809
Total lease liabilities

$
38,777

$
68,599

Rent expense, consisting of minimum operating lease payments and variable lease payments for pass through items such as common area maintenance and real estate taxes for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 is recorded as general and administrative expense and consisted of the following:

2021

2020

Operating lease cost

$
38,003

$
36,783
Variable lease costs

345

0

Total lease costs

$
38,348

$
36,783


	2022		2021

Operating lease cost	$	25,335	$	24,542
Variable lease costs		2,413		267

Total lease costs	$	27,748	$	24,809

Rent expense for the three months ended June 30, 2022 and 2021 totaled $13,733 and $11,119 respectively.

A maturity analysis of our operating lease minimum lease payments follows:

2021

$
12,726
2022

29,694
Total

42,420

Discount factor

(3,643)
Total lease liability

$
38,777


2022	$	4,242
Total		4,242

Discount factor		(70)
Total lease liability	$	4,172

~~10.~~ ~~PROMISSORY NOTE~~

On April 24, 2020, the Company entered into a Promissory Note (the “Loan”) with PNC Bank (the “Bank”) pursuant to the Paycheck Protection Program (the “PPP”) of the CARES Act administered by the U.S. Small Business Administration. The principal amount of the Loan was $55,400.

In accordance with the requirements of the CARES Act, the Company used the proceeds from the Loan in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on the Loan at the rate of 1.00% per annum. The Company may apply for forgiveness of amount due under the Loan, in an amount equal to the sum of qualified expenses under the PPP, which include payroll costs, rent obligations, and covered utility payments incurred during the forgiveness period following disbursement of the Loan.

In April 2021, the Company filed the required documents with the Bank related to forgiveness of the Loan and in July 2021, the Company received a Notice of Paycheck Protection Program Forgiveness Payment stating that the Bank had received payment from the U.S. Small Business Administration on July 9, 2021.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q, including this Part I., Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding us and our business, financial condition, results of operations and prospects within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the words “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “will,” “may” or other similar expressions. In addition, any statements that refer to projections of our future financial performance, our clinical development programs and schedules, our future capital resources and funding requirements, our expectations regarding future licenses of our technology, our anticipated growth and trends in our business and other characterizations of future events or circumstances are forward-looking statements. We cannot guarantee that we will achieve the plans, intentions or expectations expressed or implied in our forward-looking statements. There are a number of important factors that could cause actual results, levels of activity, performance or events to differ materially from those expressed or implied in the forward-looking statements we make, including those described under “Risk Factors” set forth below in Part II., Item 1A. In addition, any forward-looking statements we make in this document speak only as of the date of this report, and we do not intend to update any such forward-looking statements to reflect events or circumstances that occur after that date.

Business Overview

We are a biopharmaceutical company focused on the development of a novel therapeutic peptide, Thymosin beta 4, or Tß4, for tissue and organ protection, repair, and regeneration. We have formulated Tß4 into three distinct product candidates in clinical development:

RGN-259, a preservative-free topical eye drop for regeneration of corneal tissues damaged by injury, disease or other pathology;

RGN-352, an injectable formulation to treat cardiovascular diseases, central and peripheral nervous system diseases, organ and tissue damage associated with ~~Covid-19,~~acute inflammatory diseases such as COVID-19, and other medical indications that may be treated by systemic administration; and

RGN-137, a topical gel for dermal wounds and reduction of scar tissue.

~~We are continuing discussions with government organizations regarding the further clinical development of our product candidates.~~

Current Financial Status

On June 30, 2021, we closed a private placement of common stock and warrants with several institutional and accredited investors, including members of management and the board, and received gross proceeds of $1,980,000. Pursuant to the terms of the Purchase Agreement, the Company sold an aggregate of 9,900,000 shares of its common stock to investors at a price of $0.20 per share. Investors also received Series A Warrants to purchase 7,425,000 shares of common stock at an exercise price of $0.24 per share with a two-year term and Series B Warrants to purchase 7,425,000 Warrant Shares at an exercise price of $0.28 per share with a five-year term. In connection with the private placement we paid a cash fee to Roth Capital Partners, LLC, our placement agent, and also issued warrants to purchase up to 1,268,750 shares of common stock on the same terms of the Series B Warrants and Series A Warrants (the “Roth Warrants”).

~~In October 2020,~~ At present, we sold a series of convertible promissory notes to management, the Company’s Board of Directors and accredited investors including Essetifin S.p.A., our largest stockholder (the “2020 Notes”). The sale of the 2020 Notes resulted in gross proceeds to the Company of $500,000. The 2020 Notes contain a $0.36 conversion price and the purchasers also received a five-year warrant exercisable at $0.45 to purchase additional shares of common stock equal to 75% of the number of shares into which each note is initially convertible (the “2020 Warrants”). At presentbelieve that we will have sufficient cash to fund planned operations through the end of 2022.

Current Clinical Status

In January 2015, we entered into a Joint Venture Agreement with GtreeBNT whereby we created ReGenTree LLC (“ReGenTree” or “Joint Venture”) jointly owned by us and GtreeBNT, which ~~seeks to~~will commercialize RGN-259 for treatment of dry eye syndrome and neurotrophic keratitis, an orphan indication in the United States.

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To date, ReGenTree has sponsored a Phase 2/3 clinical trial (“ARISE-1”) and two Phase 3 clinical trials in patients with DES (“ARISE-2” and “ARISE-3”). In 2020, ReGenTree completed a Phase 3 clinical trial in patients with ~~neurotrophic keratitis (“NK”)~~NK (“SEER-1”)~~, and recently completed a~~. All Phase 3 ~~trial (“ARISE-3”) in patients with DES, both~~trials were conducted in the U.S. In May 2016, we reported the results of the 317-patient ARISE-1 trial and in October 2017, we reported the results of the ARISE-2 trial. The ARISE-2 study, which was sponsored by ReGenTree and managed by Ora, Inc. ~~pursuant a contract between the parties,~~, demonstrated a number of statistically significant improvements in both signs and symptoms of DES with 0.1% RGN-259 versus placebo, albeit not in the designated co-primary endpoints, while showing excellent safety, comfort, and tolerability profiles. The ocular discomfort symptom showed a statistically significant reduction in the RGN-259-treated group at day 15 as compared to placebo (p=0.0149) in the change from baseline. For sign, RGN-259 also improved the dry eye patient’s ability to withstand an exacerbated condition in a patient subgroup with both compromised corneal fluorescein staining and Schirmer’s test at baseline. In this population, RGN-259 showed superiority over placebo in reducing corneal fluorescein staining in the change from baseline at days 15 and 29 (p=0.0207 and 0.0254, respectively). RGN-259 confirmed its global effects on dry eye syndrome and fast onset in multiple sign and symptom efficacies with no safety issues in the ARISE-1 and ARISE-2 studies as well as in the pooled data, although ARISE-2 was not successful in duplicating the results of ARISE-1 where the study population was limited and less diversified.

ReGenTree is proceeding with its RGN-259 development plan it discussed with the FDA in April 2018. ReGenTree and Ora, Inc. have entered into a contract for management of ARISE-3 study. The first patient was enrolled in the second quarter of 2019 and the last patient was enrolled in October 2020. Due to the COVID-19 pandemic, the completion of ARISE-3 study was delayed from the original timeline but the patent treatment and follow-up was completed in November 2020 as ReGenTree previously reported in clinicaltrials.gov.Topline results from ARISE-3 were reported on March 18, 2021. Further statistical analysis was performed as part of the process to fully understand patient data and the effects of RGN-259 compared to placebo by evaluating various subgroups of patients within ARISE-3 with pooled data from all three ARISE clinical trials. ~~The~~While the trial failed to meet its co-primary sign and symptom endpoints, the conclusions from these expanded analyses ~~are~~were that the use of RGN-259 has demonstrated statistically significant and clinically relevant improvements in both signs and symptoms of dry eye syndrome after one and two weeks of treatment when measured across all three ~~phase~~Phase 3 clinical trials in over 1,600 patients, while confirming its excellent safety profile. ~~The~~From a regulatory perspective, the question ~~to the FDA will be~~is whether the combined data from these three trials ~~will be~~is sufficient to file for a biologics license (BLA) for marketing approval in the U.S. ReGenTree ishas been working with an outside FDA regulatory consulting ~~firm~~firms to define ~~our~~its regulatory strategy, based on these ~~recent~~ analyses, which ~~we plan to discuss~~have been discussed with the FDA at a pre-BLA meeting on February 28, 2022. The ReGenTree team previously submitted a 150-page pre-BLA dossier to the Agency in anticipation of the ~~fourth quarter~~meeting, as well as a number of ~~2021.~~questions. The FDA has provided to ReGenTree minutes of the meeting. Based on these minutes and continued discussion with the FDA, ReGenTree has advised us that it plans to apply for SPA (Special Protocol Assessment) to the FDA around this October. SPA is a program in which FDA specialists provide a sponsor (ReGenTree) with collaboration in setting up clinical protocols and statistical analysis plans. The agreed clinical trial design with the FDA is binding and this program will give the sponsor and FDA a clear understanding of relevant trial criteria by participating together at this stage of the clinical trial protocol development. Upon successful completion of the SPA we believe a large Phase 3 clinical trial (ARISE-4) will take place early in 2023.

The NK trial (SEER-1), a smaller study in an orphan population, enrolled a total of 18 patients. On May 14, 2020, the Company reported that the trial was closed and reported the results of SEER-1. Six out of 10 patients in the RGN-259 treated group and 1 out of 8 patients in the placebo treated group achieved complete corneal healing in four weeks. In terms of the primary endpoint, “ratio of corneal wound healed patients after four weeks’ administration”, the statistical difference was slightly over 0.05 (p = 0.0656, Fisher’s exact test), due to the limited number of patients in each group. When another statistical analysis method was used to analyze the same primary endpoint (Chi square test), there was statistical significance, p = 0.0400. In addition, in a pre-specified secondary endpoint evaluating corneal epithelial healing at day 43 (two weeks post-treatment) and the durability of RGN-259 treatment, we also confirmed a clear statistical difference using the Fisher’s exact test, p = 0.0359. Several other efficacy parameters were either highly significant or strongly trending toward statistical significance in the RGN-259 group indicating the depth of patient response to RGN-259.

~~GtreeBNT~~ReGenTree will seek to confirm the efficacy observed in SEER-1 despite the very small number of subjects in that trial. ReGenTree has developed a plan to enter into two Phase 3 studies (SEER-2, SEER-3) simultaneously with 60 patients in each study to meet the requirement of two independent Phase 3 clinical trials necessary for FDA marketing approval. To this end, ReGenTree plans to retain a contract research organization (CRO) and start recruitment of patients around November 2022.

HLB Therapeutics (the parent company of GtreeBNT) has developed the CMC (chemistry, manufacturing and controls) dossier required for Phase 3 clinical trials and commercialization in the U.S. and in Korea. This comprehensive and critical effort ensures that final drug product manufacturing, packaging, stability, purity, reproducibility, etc., meets regulatory guidelines and product specifications. The product of this activity is the current product formulation being utilized in the U.S. trials being conducted by ReGenTree and will also be utilized in the planned clinical activity to be conducted by ~~GtreeBNT~~HLB under the RGN-259 license agreement for Pan Asia.

~~During the past several years, ReGenTree began developing a modified eye drop formulation that it believes will enhance the efficacy~~17

Table of thymosin beta 4 for NK, improve the patient experience, and allow a proprietary valued orphan product price for this rare disease. The Company has completed a preliminary formulation for NK patients that will be considered for use in future clinical study. ReGenTree has not yet determined if it will use this new formulation in the future for NK.Contents

In February 2017, our licensee for RGN-137, GtreeBNT (now HLB), through its subsidiary, Lenus Therapeutics, LLC, received permission from the FDA to sponsor a Phase 3 clinical trial using RGN-137 to treat patients with epidermolysis bullosa (“EB”), a genetic disease that causes severe blistering of the skin and internal organs. In August 2017, the Company amended the agreement for RGN-137 held by GtreeBNT. Under the amendment, the Territory was expanded to include Europe, Canada, South Korea, Australia and Japan. In December 2018, GtreeBNT initiated a small Phase 2 open trial in patients with EB to evaluate RGN-137 in such patients prior to sponsoring a larger Phase 3 trial. Three patients have been enrolled in the open clinical trial to date. In August 2019, it was reported that

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the first patient had positively responded to RGN-137. AsHowever, as of the date of this report, the Company believes that the EB trial has been put on hold and that Lenus Therapeutics has been dissolved with the rights reverting back to HLB, but the Company has not been updated by HLB Therapeutics as to ~~current enrollment status.~~any future development plans for RGN-137.

Development of Product Candidates

Previously, ~~thymosin~~Thymosin beta 4 was regulated as a new chemical entity under the FDA’s Center for Drug Evaluation and Research (“CDER”). On March 23, 2020, a new requirement under the Biologics Price Competition and Innovation Act of 2009 (BPCI Act) was enacted requiring that polypeptides larger than 40 amino acids in length, such as ~~thymosin~~Thymosin beta 4 (Tβ4), be regulated as biologics under the FDA’s Center for Biologics Evaluation and Research (“CBER”). Other such products formerly regulated as drugs, and now as biologics, include insulin and insulin analogs, human growth hormone, pancreatic enzymes, and reproductive hormones.

Pursuant to our most recent FDA meeting related to RGN-259, our product candidate for the treatment of neurotrophic keratitis (NK), we officially confirmed that since RGN-259 contains Tβ4 as the active ingredient it will now be approved under a BLA instead of under an NDA. In this regard, the team at ReGenTree LLC, our U.S. joint venture, has ~~already~~ been developing the chemistry, manufacturing, and controls (“CMC”) required for a BLA with top-tier CGMP manufacturers based in the U.S. and Europe. ReGenTree ~~has received official confirmation from the FDA~~believes that its CMC manufacturing and quality control standards and development directions would be appropriate to submit a BLA. Thus, we intend to proceed with development conforming to BLA standards as we move forward.

Unlike the previous five-year exclusive period for new chemical entities approved under an NDA, ~~section~~Section 7002 of the Patient Protection and Affordable Care Act (PPACA) provides 12 years of exclusivity for products approved under a BLA. Biologics can also receive orphan drug and pediatric exclusivities. Therefore, if RGN-259 receives a license under a BLA, and with the Tβ4 patents already secured in the U.S., we believe ~~that~~ our exclusive market position ~~should~~would be strengthened.

RGN-259

RGN-259 is our proprietary preservative-free eye drop formulation of Thymosin beta 4. In September 2011, we completed a Phase 2a exploratory clinical trial evaluating the safety and efficacy of RGN-259 in 72 patients with moderate dry eye syndrome. In November 2011, we reported preliminary safety and efficacy results from the trial. RGN-259 was deemed safe and well-tolerated, with no observed drug-related adverse events.

In June 2012, we reported preliminary results from a double-masked, vehicle-controlled, physician-sponsored Phase 2 clinical trial evaluating RGN-259 for the treatment of nine patients (18 eyes) with severe dry eye. RGN-259 was observed to be safe and well-tolerated and met key efficacy objectives with statistically significant sign and symptom improvements, compared to vehicle control, at various time intervals, including 28 days post-treatment.

Consistent with the reduction of ocular discomfort and fluorescein staining at the 28-day follow-up visit, other improvements seen in the RGN-259-treated patients included tear film breakup time and increased tear volume production. Likewise, these improvements were seen at other time points in the study. These results were published in Cornea in 2015.

In September 2015, ReGenTree began the Phase 2/3 ARISE-1 clinical trial in patients with DES (and the Phase 3 SEER-1 clinical trial in patients with neurotrophic ~~keratopathy,~~keratitis, both in the U.S.). In May 2016, we reported the results of the 317-patient ARISE-1 dry eye trial. In the trial, RGN-259 demonstrated statistically significant improvements in both signs and symptoms of dry eye with 0.05% and 0.1% RGN-259 compared to placebo in a dose dependent manner during a 28-day dosing period. While the primary outcome measures were not met, several key related pre-specified endpoints and subgroups of patients with more severe dry eye showed statistically significant treatment effects. These results confirm the findings from the previous Phase 2 trial providing clear direction for the clinical regulatory pathway and remaining registration trials for RGN-259. Shortly following the ARISE-1 trial, the FDA approved ReGenTree’s Phase 3 ARISE-2 dry eye protocol and we initiated the ARISE-2 trial that enrolled approximately 600 patients.

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The ARISE-2 study, which was sponsored by ReGenTree, ~~and managed by Ora, Inc.,~~ demonstrated a number of statistically significant improvements in both signs and symptoms of DES with 0.1% RGN-259 versus placebo, while showing excellent safety, comfort, and tolerability profiles. The ocular discomfort symptom showed a statistically significant reduction in the RGN-259-treated group at day 15 as compared to placebo (p=0.0149) in the change from baseline. For sign, RGN-259 also improved the dry eye patient’s ability to withstand an exacerbated condition in a patient subgroup with both compromised corneal fluorescein staining and Schirmer’s test at baseline. In this population, RGN-259 showed superiority over placebo in reducing corneal fluorescein staining in the change from baseline at days 15 and 29 (p=0.0207 and 0.0254, respectively). RGN-259 confirmed its global effects on DES and fast onset in multiple

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sign and symptom efficacies with no safety issues in the ARISE-1 and ARISE-2 studies as well as in the pooled data, although ARISE-2 was not successful in duplicating the results of ARISE-1 where the study population was limited and less diversified.

In February 2019, ReGenTree initiated the 700-patient ARISE-3 trial in patients with dry eye syndrome to confirm the results observed in ARISE-2. The first patient was enrolled in the second quarter of 2019 and the last patient was enrolled in October 2020. Topline results from ARISE-3 were reported on March 18, 2021 and further statistical analysis was performed as part of the process to fully understand patient data and the effects of RGN-259 compared to ~~placebo we~~placebo. We evaluated various subgroups of patients within ARISE-3 and pooled the data from all three ARISE clinical trials. The conclusions from these expanded analyses are that the use of RGN-259 has demonstrated statistically significant improvements in both signs and symptoms of dry eye syndrome after one and two weeks of treatment when measured across three ~~phase~~Phase 3 clinical trials in over 1,600 patients, while confirming its excellent safety profile.

ReGenTree completed a randomized, double-masked, placebo-controlled, Phase 3 clinical trial of RGN-259 for the treatment of neurotrophic keratitis (SEER-1) in 2020. Due to slow patient recruitment, the trial was closed after 18 of 46 patients completed treatment. Six out of 10 patients in the RGN-259-treated group and 1 out of 8 patients in the placebo-treated group achieved complete corneal healing in 4 weeks. In terms of the primary endpoint, the “ratio of corneal wound healed patients after four weeks’ administration”, the statistical difference was slightly over 0.05 (p = 0.0656, Fisher’s exact test), due to the limited number of patients in each group. When another statistical analysis method was used to analyze the same primary endpoint (Chi square test), there was statistical significance, p = 0.0400. In addition, in a pre-specified secondary endpoint evaluating corneal epithelial healing at day 43 (two weeks post-treatment) and the durability of RGN-259 treatment, there was a clear statistical difference using the Fisher’s exact test, p = 0.0359. Several other efficacy parameters were either highly significant or strongly trending toward statistical significance in the RGN-259 group indicating the depth of patient response to RGN-259. The product candidate was deemed to be safe and well-tolerated.

RGN-352

During 2009, we completed a Phase 1a and Phase 1b clinical trial evaluating the safety, tolerability and pharmacokinetics of the intravenous administration of RGN-352 in 60 healthy subjects (40 in each group, 20 of whom participated in both Phases). Based on the results of these Phase 1 trials and extensive preclinical efficacy data published in peer-reviewed journals, in the second half of 2010, we began start-up activities for a Phase 2 study to evaluate RGN-352 (Tß4 Injectable Solution) in patients who had suffered an AMI. We had planned to begin enrolling patients in this clinical trial in the second quarter of 2011. However, in March 2011, we were notified by the FDA that the trial was placed on clinical hold as a result of our contract manufacturer’s alleged failure to comply with the current Good Manufacturing Practice (“cGMP”) regulations. The manufacturer has since closed its manufacturing facility. The FDA prohibited us from using any of the active drug or placebo formulated by this manufacturer in human trials; consequently, we must have study drug (RGN-352 and RGN-352 placebo) manufactured by a new cGMP-compliant manufacturer in the event we seek to move forward with this ~~trial.~~or any human clinical trial with RGN-352. While we ~~have~~had identified a qualified manufacturer for RGN-352, we have elected to postpone activities on this trial until the requisite funding or a partner is secured.

In addition to the potential application of RGN-352 for the treatment of cardiovascular disease, preclinical research published in the scientific journals Neuroscience and the Journal of Neurosurgery, among others, indicates that RGN-352 may also prove useful for patients with multiple sclerosis, or MS, as well as patients suffering a stroke, traumatic brain injury, peripheral neuropathy, or spinal cord injury. In these preclinical studies, the administration of Tß4 resulted in regeneration of neuronal tissue by promoting remyelination of axons and stimulating oligodendrogenesis, resulting in improvement of neurological functional activity. In 2012, researchers studying Tß4 under a material transfer agreement (MTA) found that Tß4 had beneficial effects in animal models of peripheral neuropathy, one of the major complications of diabetes. This research was published in the Journal of Neurobiology of Disease in 2012 and appears to corroborate previous findings using Tß4 for repair of central nervous system disorders. ~~We are discussing possible partnership opportunities with companies interested in developing RGN-352~~

More recently, newer data have been published demonstrating that Tß4 may be useful as a therapy for ~~this indication.~~the treatment of acute systemic inflammatory diseases such as systemic inflammatory response syndrome (SIRS), acute respiratory disease (ARDS) and COVID-19, which can lead to sepsis, septic shock and death.

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Based on our Phase 1 data and the preclinical research discussed above, we are evaluating various opportunities for government funding for a Phase 2a clinical trial to show proof-of-concept ~~in each case while also talking with prospective strategic partners with the interest, capabilities and resources~~ to further develop our product candidate in these ~~fields. We have also been evaluating the potential of RGN-352~~fields, including for the treatment of ~~COVID-19.~~COVID-19 and other systemic inflammatory diseases.

RGN-137

Clinical Development — Epidermolysis Bullosa. Starting in 2005, we began conducting a Phase 2 clinical trial designed to assess the safety and effectiveness of RGN-137 for the treatment of patients with EB. EB is a genetic disease of approximately 10 gene mutations that results in fragile skin and other epithelial structures (e.g., cornea and GI tract) that can blister spontaneously or separate at the slightest trauma or friction, creating a wound that at times does not heal or heals poorly. In severe cases, recurrent blistering and tissue loss may be life threatening. EB has been designated as an “orphan” indication by the FDA’s Office of Orphan Drugs. We closed the Phase 2 trial in late 2011 and we submitted the final report to the FDA in 2014. Subsequently, we licensed RGN-137 to GtreeBNT for development in the U.S. and EU. In February 2017, GtreeBNT received permission from the U.S. FDA to sponsor a Phase 3 clinical trial using RGN-137 to treat patients with EB. Recently, the FDA modified efficacy requirements in EB patients from complete wound closing to partial wound closing, which has had a positive impact on clinical trial design. Our licensee initiated a Phase 2 open clinical trial on EB patients in the U.S. in December 2018, and 3 of 15 patients have been enrolled to date. Due to the COVID-19 pandemic, it is unclear when enrollment will resume.

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Clinical Development — Pressure Ulcers. In late 2005, we began conducting Phase 2 clinical trial designed to assess the safety and effectiveness of RGN-137 for the treatment of patients with chronic pressure ulcers, commonly known as bedsores.

In January 2009, we reported final data from this trial. RGN-137 was well-tolerated at all three dose levels studied, with no dose-limiting adverse events, which achieved the primary objective of the study. A follow-on evaluation, reported at the 3rd International Symposium on the Thymosins in Health and Disease in March 2012, showed that for those pressure ulcer patients’ wounds that healed, RGN-137 mid dose (0.02% Tβ4 gel product) accelerated wound closure with a median time to healing of 22 days as compared to 57 days for the placebo. Although those results are clinically significant, they were not statistically significant.

Clinical Development — Venous Stasis Ulcers. In mid-2006, we began conducting a Phase 2 clinical trial designed to assess the safety and effectiveness of RGN-137 for the treatment of patients with venous stasis ulcers. Venous stasis ulcers are a common type of chronic wound that develops on the ankle or lower leg in patients with chronic vascular disease. In these ~~patients’~~patients, blood flow in the lower extremities is impaired leading to venous hypertension, edema (swelling) and mild redness and scaling of the skin that gradually progresses to ulceration. In 2009, we reported final data from that trial. Those results were both clinically and statistically significant.

Strategic Partnerships

Currently, we have active partnerships in four major territories: North America, Europe, China and Pan Asia. Our partners have been moving forward and making progress in each territory. In each case, the cost of development is being borne by our partners with no financial obligation for RegeneRx. We still have significant clinical assets to develop, primarily RGN-352 (injectable formulation of Tß4 for cardiac and CNS disorders) in the U.S., most of Asia, and Europe; RGN-259 in the EU. In August 2017, we amended the RGN-137 License Agreement with GtreeBNT, expanding the territory to include Europe, Canada, South Korea, Australia and Japan. Regarding RGN-259, our goal is to wait until satisfactory results are obtained from the current ophthalmic clinical program in the U.S. before moving into the EU. ~~We believe this~~This should allow us to obtain a higher value for the asset at that time. However, we intend to continue to develop RGN-352, our injectable systemic product candidate for cardiac and central nervous system indications, either by obtaining grants to fund a Phase 2a clinical trial in the cardiovascular or central nervous system fields or finding a suitable partner with the resources and capabilities to develop it as we have with RGN-259. We have also been exploring the potential of RGN-352 for the treatment of COVID-19.

We anticipate incurring additional operating losses in the future as we continue to explore the potential clinical benefits of Tß4-based product candidates over multiple indications. To fund further development and clinical trials, we have entered into a series of strategic partnerships under licensing and joint venture agreements where our partners are responsible for advancing development of our product candidates with multiple clinical trials.

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Lee’s Pharmaceuticals.

We are a party to a license agreement with Lee’s Pharmaceutical for the license of ~~Thymosin Beta 4 in~~Tβ4in any pharmaceutical form, including our RGN-259, RGN-352 and RGN-137 product candidates, in China, Hong Kong, Macau and Taiwan. In February 2019, the License Agreement was assigned by Lee’s to its affiliate, Zhaoke Ophthalmology Pharmaceutical Limited. ~~Prior to 2016,~~ Lee’s previously filed an IND with the Chinese FDA to conduct a Phase 2, randomized, double-masked, dose-response clinical trial with RGN-259 in China for dry-eye syndrome. Lee’s subsequently informed us that it received notice from China’s FDA declining its IND application for a Phase 2b dry eye clinical trial because the API was manufactured outside of China. The API was manufactured in the U.S. and provided to Lee’s by RegeneRx pursuant to a license agreement to develop RGN-259 ophthalmic eye drops in the licensed territory. However, in mid-2016, we were informed by Lee’s that the CFDA modified its manufacturing regulations and will now allow Chinese companies to utilize API manufactured outside of China for Phase 1 and 2 clinical trials. Recently, we have been in ongoing discussions with management of Zhaoke to further refine its development plan for RGN-259. We have not yet been informed of a projected starting date for Phase 2 trials but believe Lee’s ~~has assigned~~intends to await the ~~license~~outcome of the ARISE-3 DES trial prior to ~~its subsidiary Zhaoke Ophthalmology Pharmaceutical Limited for development of RGN-259~~initiating clinical trials in China. On April 28, 2021, Zhaoke Ophthalmology completed an initial public offering, raising ~~US$270~~over US $300 million for development of its ophthalmic products, including RGN-259 licensed from the Company. Zhaoke has established an advanced ophthalmic manufacturing facility and is assembling an experienced marketing team. RGN-259 is identified as one of their main pipeline drugs and they are planning to submit an IND to the NMPA (the Chinese FDA) in 2022 and initiate a phase III trial in China in 2023. There are no economic changes to the License Agreement.

GtreeBNT.

We are a party to a license agreement with GtreeBNT for the license of RGN-259 related to certain development and commercialization rights for RGN-259, in Asia (excluding China, Hong Kong, Macau and Taiwan). Separately, we licensed GtreeBNT the rights to ~~RGN-~~

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~~137~~RGN-137 which was recently amended as discussed above. GtreeBNT is currently our second largest stockholder. GtreeBNT filed an IND with the Korean Ministry of Food and Drug Safety to conduct a Phase 2/3 study with RGN-259 in patients with dry eye syndrome and in July 2015, received approval to conduct the trial. In late 2016, GtreeBNT informed us that it believes marketing approval in the U.S. will allow expedited marketing in Korea, possibly without the need for a clinical trial. At this point, ~~we are still awaiting~~GtreeBNT advises us that its planned strategy is to await marketing approval in the U.S. before any further development in KOREA.

U.S. Joint Venture (ReGenTree, LLC).

In January 2015, we entered into a Joint Venture Agreement with GtreeBNT whereby we created ReGenTree, jointly owned by us and GtreeBNT, which will commercialize RGN-259 for treatment of dry eye and NK, an orphan indication in the United States. We are entitled to royalties as a percentage of net sales ranging from single digits to low double digits based on the medical indications approved and whether the Joint Venture commercializes products directly or through a third party. RegeneRx possesses one of three board seats of ReGenTree and certain major decisions and transactions within ReGenTree, such as commercialization strategy, mergers, and acquisitions, require RegeneRx’s board designee’s consent. We currently hold a 38.5% ownership interest in ReGenTree. This ownership interest may be further reduced to as low as 25% once ReGenTree obtains FDA approval of a BLA for dry eye syndrome in the U.S. In the event ReGenTree is acquired, or a change of control occurs following achievement of a BLA, RegeneRx shall be entitled to a minimum of 40% of all proceeds paid or payable and will forgo any future royalties.

Our Strategy

We seek to maximize the value of our product candidates by advancing their clinical development and then identifying suitable partners for further development, regulatory approval, and marketing. We intend to engage in strategic partnerships with companies with clinical development and commercialization strengths in desired pharmaceutical therapeutic fields. We are actively seeking partners with suitable infrastructure, expertise and a long-term initiative in our medical fields of interest. Our ability to locate and engage new strategic partners has been limited by the global COVID pandemic. Historically, we have entered the licensing and joint ventures discussed above. We have retained the ~~cardiovascular and neurovascular assets~~ (RGN-352) asset in the EU and are able to consolidate them with similar assets in the U.S. and other territories in Asia to create a worldwide portfolio that we believe will be more attractive to multi-national pharmaceutical companies.

Financial Operations Overview

We have never generated product revenues, and we do not expect to generate product revenues until the FDA approves one of our product candidates, if ever, and we begin marketing and selling it. We anticipate incurring additional operating losses in the future as we continue to explore the potential clinical benefits of Tß4-based product candidates over multiple indications. To fund further development and clinical trials we have entered into a series of strategic partnerships under licensing and joint venture agreements where our partners are responsible for advancing development of our product candidates with multiple clinical trials.

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Most of our expenditures to date have been for research and development, or R&D, activities and general and administrative, or G&A, activities. R&D costs include all of the wholly-allocable costs associated with our various clinical programs passed through to us by our outsourced vendors. Those costs include manufacturing Tß4 and peptide fragments, formulation of Tß4 into our product candidates, stability studies for both Tß4, and the various formulations, preclinical toxicology, safety and pharmacokinetic studies, clinical trial management, medical oversight, laboratory evaluations, statistical data analysis, regulatory compliance, quality assurance and other related activities. R&D includes cash and non-cash compensation, payroll taxes, travel and other miscellaneous costs of our internal R&D personnel, three persons in total, who are dedicated on a part-time hourly basis to R&D efforts. R&D also includes a proration of our common infrastructure costs for office space and communications. We expense our R&D costs as they are incurred.

R&D expenditures are subject to the risks and uncertainties associated with clinical trials and the FDA review and approval process. As a result, these expenses could exceed our expectations, possibly materially. We are uncertain as to what we will incur in future R&D costs for our clinical studies, as these amounts are subject to, management’s continuing assessment of the economics of each individual R&D project and the internal competition for project funding.

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G&A costs include outside professional fees for legal, business development, audit and accounting services. G&A also includes cash and non-cash compensation, travel and other miscellaneous costs of our internal G&A personnel, two in total, who are wholly dedicated to G&A efforts. G&A also includes a proration of our common infrastructure costs for office space and communications. Our G&A expenses also include costs to maintain our intellectual property portfolio. Historically, we have expanded our patent prosecution activities and in some cases, we have filed patent applications for non-critical strategic purposes intended to prevent others from filing similar patent claims. We continue to closely monitor our patent applications in the United States, Europe and other countries with the advice of outside legal counsel to determine if they will continue to provide strategic benefits. In cases where we believe the benefit has been realized or it becomes unnecessary due to the issuance of other patents, or for other reasons that will not affect the strength of our intellectual property portfolio, we have and will continue to abandon these patent applications in order to reduce our costs of continued prosecution or maintenance.

Critical Accounting Policies

In Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, which was filed with the SEC on March ~~2, 2021,~~30, 2022, which we refer to as the Annual Report, we included a discussion of the most ~~significant~~critical accounting policies ~~and estimates~~ used in the preparation of our financial statements. There has been no material change in the policies and estimates used in the preparation of our financial statements since the filing of our Annual Report.

Results of Operations

Comparison of the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

Revenues. For the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we recorded revenue in the amount of approximately $19,000 related to the amortization of unearned license fees.

R&D ~~Expenses. For~~Expenses. We did not record any R&D expenses for the three months ended ~~September~~June 30, ~~2021, our~~2022. Our R&D expenses ~~increased by~~were approximately ~~$5,000, or 1,075%, to $5,700 from~~ $500 for the same period in ~~2020.~~2021. The ~~2021 increase relates to~~reduction of our R&D expenses over the ~~retesting of Tß4 active pharmaceutical ingredient (API) by~~past several years reflects the shift in our ~~contract manufacturer.~~business resulting from our partnering strategy.

G&A Expenses. For the three months ended ~~September~~June 30, ~~2021,~~2022, our G&A expenses increased by approximately ~~$118,000,~~$208,000, or ~~40%~~75%, to ~~$418,000~~$484,000 from ~~$299,000~~$276,000 for the same period in ~~2020.~~2021. The changes in the G&A expenses are reflected in several areas. Increases in ~~professional services (increase of $21,000), investor related services (increase of $2,000) and~~ stock option expense (increase of ~~$111,000) are partially~~$190,000), professional services (increase of $14,000), investor relations (increase of $7,000) facility related (increase of $2,000) and insurance (increase of $3,000) were offset ~~with decreases in insurance (decrease of $10,000) and~~by a decrease in personnel related (decrease of ~~$6,000)~~$8,000). ~~The large increase is stock option expense relates to~~We expect that our G&A expenses will remain steady over the ~~timing of grants in 2021 versus 2020 when they were granted in the second quarter.~~next year.

~~Interest Expense. For the three months ended September 30, 2021, interest expense increased by approximately $29,000 which reflects the additional interest accrual related to the 2020 Notes.~~

Net Loss. Our Statements of Operations ~~reflects~~reflect a net loss of ~~$430,000~~approximately $546,000 for the quarter ended ~~September~~June 30, ~~2021,~~2022, versus a net loss of ~~$333,000~~approximately $339,000 for the quarter ended ~~September~~June 30, ~~2020. The variance is driven by the timing of the stock option grants as well as the recognition of a gain on the PPP loan which was forgiven in Q3 of~~ 2021.

~~Comparison of the nine months ended September 30, 2021 and 2020~~

Revenues. For the nine months ended September 30, 2021, we recorded revenue in the amount of $58,000 versus $58,000 in the 2020 period. Revenue in both periods relates to the recognition of the license fees received from ReGenTree and GtreeBNT.

R&D Expenses. For the nine months ended September 30, 2021, our R&D expenses increased by approximately $2,000 or 50%, to $6,600 from $4,400 for the same period in 2020. The 2021 increase relates to the retesting of Tß4 API by our contract manufacturer.

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~~G&A Expenses.~~ Comparison of the six months ended June 30, 2022 and 2021

Revenues. For the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~our G&A~~we recorded revenue in the amount of approximately $38,000 related to the amortization of unearned license fees.

R&D Expenses.We did not record any R&D expenses ~~decreased by~~for the six months ended June 30, 2022. Our R&D expenses were approximately ~~$45,000, or 4%, to $1,012,000 from $1,057,000~~$1,000 for the same period in ~~2020.~~2021. The reduction of our R&D expenses over the past several years reflects the shift in our business resulting from our partnering strategy.

G&A Expenses. For the six months ended June 30, 2022, our G&A expenses increased by approximately $253,000, or 43%, to $847,000 from $594,000 for the same period in 2021. The changes in the G&A expenses are reflected in several areas. ~~Decreases in personnel related (decrease of $16,000), income and other tax expense (decrease of $2,000) and insurance expense (decrease $72,000) were offset by increases~~Increases in stock option ~~compensation~~ expense (increase of ~~$39,000)~~$216,000), personnel related (increase of $5,000), professional services (increase of ~~$2,000)~~$20,000), investor relations (increase of $2,000) facility ~~and~~ related (increase of ~~$2,000)~~$3,000) and ~~investor related~~insurance (increase of ~~$1,000)~~$7,000). ~~In 2021, we have seen decreased D&O insurance expense due to a restructuring on~~We expect that our ~~D&O policy.~~G&A expenses will remain steady over the next year.

~~Interest Expense. For the nine months ended September 30, 2021, interest expense increased by approximately $87,000, which reflects the additional interest accrual related to the 2020 Notes.~~

Net Loss. Our Statements of Operations ~~reflects~~reflect a net loss of ~~$1,148,000~~approximately $970,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, versus a net loss of ~~$1,155,000 recorded in~~approximately $718,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2020. Our net loss in 2021 reflects recognition of a gain on the PPP loan which was forgiven in Q3 of 2021 of $55,000.~~2021.

Liquidity and Capital Resources

Overview

We have not commercialized any of our product candidates to date and have incurred significant losses since inception. Over the past couple of years, we have primarily financed our operations through the sale of a series of convertible promissory notes through private placements with accredited investors and the March and August 2014 private placements of common stock with GtreeBNT as well as our entry into the joint venture with ReGenTree in early 2015. The report of our independent registered public accounting firm regarding our financial statements for the year ended December 31, ~~2020~~2021 contained an explanatory paragraph regarding our ability to continue as a going concern based upon our history of net losses and dependence on future financing in order to meet our planned operating activities.

We had cash and cash equivalents of ~~$1,523,390~~$706,648 at ~~September~~June 30, ~~2021.~~2022. Our current cash ~~which~~ includes the proceeds from the ~~closing of a~~June 2021 private placement ~~in June 2021~~of $1,980,000 of common stock and warrants with several institutional and accredited investors, including members of management and the ~~October 2020 note sale,~~board. We believe that these funds will be sufficient to fund planned operations through the end of 2022. We will need to secure additional funding in order to advance operations substantially beyond the ~~end~~fourth quarter of 2022. We may also receive funds from grants, new partnerships or the raising of additional capital if the market climate warrants. Additionally, we intend to continue to pursue additional partnering activities, particularly for RGN-352, our injectable systemic product candidate for cardiac and central nervous system indications.

Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

Net cash used in operating activities was approximately ~~$699,000~~$525,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, compared to approximately ~~$798,000~~$268,000 used in operating activities for ~~nine~~the six months ended ~~September~~June 30, ~~2020. We received net~~2021.

Net cash provided by financing activities was approximately $0 for the six months ended June 30, 2022, compared to approximately $1,866,000 provided by financing activities, primarily the proceeds ~~of approximately $1,794,000~~ from the ~~sale of common stock and exercise of stock options and warrants in~~June 2021 PIPE, for the ~~nine~~six months ended ~~September~~June 30, 2021. ~~We received gross proceeds of approximately $242,000 from the exercise of warrants and approximately $55,000 under a PPP loan in the nine months ended September 30, 2020.~~

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Future Funding Requirements

The expenditures that will be necessary to execute our business plan are subject to numerous uncertainties that may adversely affect our liquidity and capital resources. Currently, RegeneRx has active partnerships in four major territories: the U.S., Europe, China and Pan Asia. ~~Our partners have been moving forward and making progress in each territory.~~ In each case, the cost of development is being borne by our partners with no financial obligation for RegeneRx. Patient accrual, treatment, and follow-up for ophthalmic trials are, in general, relatively fast, as opposed to most other clinical efforts. ARISE-3, ReGenTree’s Phase 3 trial, was initiated and the first patient was enrolled in the second quarter of 2019 and enrollment was completed in November 2020. Topline results from ARISE-3 were reported on March 18, 2021 and further statistical analysis was performed as part of the process to fully understand patient data and the effects of RGN-259 compared to placebo we evaluated various subgroups of patients within ARISE-3 and pooled the data from all three ARISE clinical trials. The conclusions from these expanded analyses are that the use of RGN-259 has demonstrated statistically significant improvements in both signs and symptoms of dry eye syndrome after one and two weeks of treatment when measured across three phase 3 clinical trials in over 1,600 patients, while confirming its excellent safety profile. The question for the FDA will be whether the combined data from these three trials will be sufficient to file for a biologics license (BLA) for marketing approval in the U.S. ReGenTree is working with an outside FDA regulatory consulting firm to define our strategy, based on these recent analyses, which we plan to discuss with the FDA later this summer.

We still have significant clinical assets to develop, primarily RGN-352 (injectable formulation of Tß4 for cardiac and CNS disorders) in the U.S., Pan Asia, and Europe, and RGN-259 in the EU. Our goal is to wait until ~~the~~positive results are obtained from the current ophthalmic clinical ~~trials~~program before moving into the EU with RGN-259. If successful, we believe this should allow us to obtain a higher

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value for the asset at that time. However, we intend to continue to develop RGN-352, either by obtaining grants to fund a Phase 2a clinical trial in the cardiovascular or central nervous system fields or finding a suitable partner with the resources and capabilities to develop it as we have with RGN-259. We are also continuing to file patent applications for methods of utilizing the asset for certain medical indications. Our capital resources remain limited; therefore, we will need to secure additional operating capital to continue operations substantially beyond the end of 2022. A sale of common stock and warrants, a convertible instrument or additional partnering of licensed rights are possible sources of operating capital in the future. In addition, the length of time required for clinical trials varies substantially according to the type, complexity, novelty and intended use of a product candidate.

Some of the factors that could impact our liquidity and capital needs include, but are not limited to:

●

the progress of our clinical trials;

●

the progress of our research activities;

●

the number and scope of our research programs;

●

the progress of our preclinical development activities;

●

the costs involved in preparing, filing, prosecuting, maintaining, enforcing and defending patent and other intellectual property claims;

●

the costs related to development and manufacture of preclinical, clinical and validation lots for regulatory purposes and commercialization of drug supply associated with our product candidates;

●

our ability to enter into corporate collaborations and the terms and success of these collaborations;

●

the costs and timing of regulatory approvals; and

●

the costs of establishing manufacturing, sales and distribution ~~capabilities; and~~capabilities.

●

the continuing impact of the ~~Covid-19~~COVID-19 pandemic, the war in Ukraine, the worsening of relationships between the United States and Russia and China, rising interest rates and continued inflationary concers on our activities and those of our development partners.

In addition, the duration and the cost of clinical trials may vary significantly over the life of a project as a result of differences arising during the clinical trial protocol, including ~~the continuing impact of the Covid-19 pandemic and,~~, among others, the following:

●

the number of patients that ultimately participate in the trial;

●

the duration of patient follow-up that seems appropriate in view of the results;

●

the number of clinical sites included in the trials; and

●

the length of time required to enroll suitable patient subjects.

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Also, we test our product candidates in numerous preclinical studies to identify indications for which they may be efficacious. We may conduct multiple clinical trials to cover a variety of indications for each product candidate. As we obtain results from trials, we may elect to discontinue clinical trials for certain product candidates or for certain indications in order to focus our resources on more promising product candidates or indications.

Our proprietary product candidates have not yet achieved FDA regulatory approval, which is required before we can market them as therapeutic products. In order to proceed to subsequent clinical trial stages and to ultimately achieve regulatory approval, the FDA must conclude that our clinical data establish safety and efficacy. Historically, the results from preclinical studies and early clinical trials have often not been predictive of results obtained in later clinical trials. A number of new drugs and biologics have shown promising results in clinical trials, but subsequently failed to establish sufficient safety and efficacy data to obtain necessary regulatory approvals.

Sources of Liquidity

We have not commercialized any of our product candidates to date and have primarily financed our operations through the issuance of common stock and common stock warrants in private and public financings. In February 2019, we sold a series of convertible promissory notes to accredited investors including Essetifin S.p.A., our largest shareholder. The sale of the notes resulted in gross proceeds to the Company of $1,300,000 over two closings. The first closing in the amount of $650,000 occurred in February 2019 and the second closing, also in the amount of $650,000, occurred on May 13, 2019 after the Company provided notice of the enrollment of the first patent in the ARISE-3 clinical trial in DES sponsored by ReGenTree. The notes contain a $0.12 conversion price and are initially convertible into 10,833,333 shares of common stock. The purchasers also received a warrant exercisable at $0.18 to purchase additional 8,125,000 shares of common stock. In addition, we received proceeds of $115,625 pursuant to the exercise of warrants held by Sabby Management as well as $125,000 for April 2019 warrant exercises. In January 2020, Sabby exercised their remaining warrants and the Company received proceeds of $241,911.

In October 2020, we sold the 2020 Notes resulting in gross proceeds to the Company of $500,000. The 2020 Notes were accompanied by 2020 Warrants. In June 2021, we closed a private placement of common stock and warrants with several institutional and accredited investors, including members of management and the board, and received gross proceeds of $1,980,000. Pursuant to the terms of ~~the Purchase Agreement,~~this purchase agreement, the Company sold an aggregate of 9,900,000 shares of its common stock to investors at a price of $0.20 per share. Investors also received Series A Warrants to purchase 7,425,000 shares of common stock at an exercise price of $0.24 per share with a two-year term and Series B Warrants to purchase 7,425,000 Warrant Shares at an exercise price of $0.28 per share with a five-year term.

~~At present, with~~24

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With the receipt of the proceeds from the closing of the 2021 Private Placement, we expect to have sufficient cash to fund our planned operations through the end of 2022. We continuously monitor our cash use as well as the clinical timelines. We continue to evaluate options including the licensing of additional rights to commercialize our clinical products as well as raising capital through the capital markets.

We have various strategic agreements and license agreements with GtreeBNT, ReGenTree and Lee’s. These license agreements provide for the opportunity for us to receive milestone payments upon specified commercial events and royalty payments in connection with any commercial sales of the licensed products in the respective territories. However, there are no assurances that we will be able to attain any such milestones or generate any such royalty payments under the agreements.

Other Financing Sources

Other potential sources of outside capital include entering into additional strategic business relationships, additional issuances of equity securities or debt financing or other similar financial instruments. If we raise additional capital through a strategic business relationship, we may have to give up valuable rights to our intellectual property. If we raise funds by selling additional shares of our common stock or securities convertible into our common stock, the ownership interest of our existing stockholders may be significantly diluted. In addition, if additional funds are raised through the issuance of preferred stock or debt securities, these securities are likely to have rights, preferences and privileges senior to our common stock and may involve significant fees, interest expense, restrictive covenants and the granting of security interests in our assets.

Our failure to successfully address liquidity requirements could have a materially negative impact on our business, including the possibility of surrendering our rights to some technologies or product opportunities, delaying our clinical trials, or ceasing operations. There can be no assurance that we will be able to obtain additional capital in sufficient amounts, on acceptable terms, or at all.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as such term is defined in Item 303(a)(4) of Regulation S-K.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Our cash equivalents, which are generally comprised of federally insured bank deposits, are subject to default, changes in credit rating and changes in market value. These investments are also subject to interest rate risk and will decrease in value if market interest rates increase. As of ~~September~~June 30, ~~2021,~~2022, these cash equivalents were ~~$54,581.~~$619,031. Due to the short-term nature of these investments, if market interest rates differed by 10% from their levels as of ~~September~~June 30, ~~2021,~~2022, the change in fair value of our financial instruments would not have been material.
Item 4. Controls and Procedures
a) Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our President and Chief Executive Officer, in his capacity as our principal executive officer and our principal financial officer, performed an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of ~~September~~June 30, ~~2021.~~2022. Based upon this evaluation, management has concluded that, as of ~~September~~June 30, ~~2021,~~2022, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed is recorded, processed, summarized and reported within the time periods specified under applicable rules of the SEC, and that such information is accumulated and communicated to management, including our President and Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosures.
b) Changes in Internal Controls
There were no changes in our internal control over financial reporting during the three months ended ~~September~~June 30, ~~2021~~2022 that have materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Set forth below and elsewhere in this report and in other documents we file with the SEC are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. The descriptions below include any material changes to and supersede the description of the risk factors affecting our business previously disclosed in “Part II, Item 1A. Risk Factors” of the Annual Report.
Risks Related to Our Liquidity and Need for Financing
Before giving effect to any potential additional sales of our securities, we estimate that our existing capital will only be sufficient to fund our operations ~~only~~ through ~~the end of~~ 2022.
Before giving effect to any potential additional sales of our securities, we estimate that our existing capital resources coupled with the proceeds from the ~~sales of the~~October 2020 and June 2021 ~~Private Placement and the 2020 Notes~~private offerings will only be sufficient to fund our operations through ~~the end of~~2022. We will need to secure additional operating capital to continue operations substantially beyond 2022. We continuously monitor our cash use as well as the clinical timelines. We will need to secure additional operating capital inby early 2023 and are evaluating options including the licensing of additional rights to commercialize our clinical products as well as raising capital through the capital markets, either of which could cause a reduction in the trading price of our common ~~stock and dilution to investors.~~stock. The ~~continuing COVID~~COVID-19 global pandemic, the war in Ukraine, the worsening of relationships between the United States and Russia and China, rising interest rates and continued inflationary concerns may ~~further~~ impact our ability to secure additional financing. ~~If we are unable to raise additional capital by the end of 2022, we might be required to curtail some or all of our operations or shut down entirely.~~

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We will need substantial additional capital for the continued development of product candidates through marketing approval and for our longer-term future operations.

We anticipate that substantial new capital resources will be required to continue our longer-term product development efforts, including any and all follow-on trials that will result from our current clinical programs beyond those currently contemplated, and to scale up manufacturing processes for our product candidates. However, the actual amount of funds that we will need will be determined by many factors, some of which are beyond our control. These factors include, without limitation:

●

the scope of our, or our partners’, clinical trials, which is significantly influenced by the quality of clinical data achieved as trials are completed and the requirements established by regulatory authorities;

●

the speed with which we, or our partners, complete our clinical trials, which depends on our ability to attract and enroll qualifying patients and the quality of the work performed by our clinical investigators and contract research organizations chosen to conduct the studies or events such as the COVID-19 pandemic;

●

the time required to prosecute, enforce and defend our intellectual property rights, which depends on evolving legal regimes and infringement claims that may arise between us and third parties;

●

the ability to manufacture at scales sufficient to supply commercial quantities of any of our product candidates that receive regulatory approval, which may require levels of effort not currently anticipated; and

●

the successful commercialization of our product candidates, which will depend on our or our partners’, ability to either create or partner with an effective commercialization organization and which could be delayed or prevented by the emergence of equal or more effective therapies.

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Emerging biotechnology companies like ours may raise capital through corporate collaborations and by licensing intellectual property rights to other biotechnology or pharmaceutical enterprises. We intend to pursue this strategy, but there can be no assurance that we will be able to enter into additional license agreements with respect to our intellectual property or product development programs on commercially reasonable terms, if at all. There are substantial challenges and risks that will make it difficult to successfully implement any of these alternatives. If we are successful in raising additional capital through such a license or collaboration, we may have to give up valuable rights to our intellectual property. In addition, the business priorities of a strategic partner may change over time, which creates the possibility that the interests of the strategic partner in developing our technology may diminish and could have a potentially material negative impact on the value of our interest in the licensed intellectual property or product candidates.

Further, if we raise additional funds by selling shares of our common stock or securities convertible into our common stock the ownership interest of our existing stockholders may be significantly diluted. If additional funds are raised through the issuance of preferred stock or debt securities, these securities are likely to have rights, preferences and privileges senior to our common stock and may involve significant fees, interest expense, restrictive covenants or the granting of security interests in our assets.

Our failure to successfully address our long-term liquidity requirements would have a material negative impact on our business, including the possibility of surrendering our rights to some technologies or product opportunities, delaying our clinical trials or ceasing our operations.

We have incurred losses since inception and expect to incur significant losses in the foreseeable future and may never become profitable.

We have not commercialized any product candidates to date and incurred net operating losses every year since our inception in 1982. We believe these losses will continue for the foreseeable future and may increase, as we pursue our product development efforts related to Tß4. As of ~~September~~June 30, ~~2021,~~2022, our accumulated deficit totaled approximately ~~$110~~$111.5 million.

As we expand our research and development efforts and seek to obtain regulatory approval of our product candidates to make them commercially viable, we anticipate substantial and increasing operating losses. Our ability to generate revenues and to become profitable will depend largely on our ability, alone or through the efforts of third-party licensees and collaborators, to efficiently and successfully complete the development of our product candidates, obtain necessary regulatory approvals for commercialization, scale-up commercial quantity manufacturing capabilities either internally or through third-party suppliers, and market our product candidates. There can be no assurance that we will achieve any of these objectives or that we will ever become profitable or be able to maintain profitability. Even if we do achieve profitability, we cannot predict the level of such profitability. If we sustain losses over an extended period of time and are not otherwise able to raise necessary funds to continue our development efforts and maintain our operations, we may be forced to cease ~~operations~~operations.

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Our common stock is quoted on the over-the-counter market, which subjects us to the SEC’s penny stock rules and may decrease the liquidity of our common stock.

Our common stock is traded over-the-counter on the OTC Bulletin Board. Over-the-counter markets are generally considered to be less efficient than, and not as broad as, a stock exchange. There may be a limited market for our stock now that it is quoted on the OTC Bulletin Board, trading in our stock may become more difficult and our share price could decrease. Specifically, you may not be able to resell your shares of common stock at or above the price you paid for such shares or at all.

In addition, our ability to raise additional capital may be impaired because of the less liquid nature of the over-the-counter markets. While we cannot guarantee that we would be able to complete an equity financing on acceptable terms, or at all, we believe that dilution from any equity financing while our shares are quoted on an over-the-counter market would likely be substantially greater than if we were to complete a financing while our common stock is traded on a national securities exchange. Further, we are unable to use short-form registration statements on Form S-3 for the registration of our securities, which could impair our ability to raise additional capital as needed.

Our common stock is also subject to penny stock rules, which impose additional sales practice requirements on broker-dealers who sell our common stock. The SEC generally defines “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to certain exceptions. The ability of broker-dealers to sell our common stock and the ability of our stockholders to sell their shares in the secondary market will be limited and, as a result, the market liquidity for our common stock will likely be adversely affected. We cannot assure you that trading in our securities will not be subject to these or other regulations in the future.

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The report of our independent registered public accounting firm contains explanatory language that substantial doubt exists about our ability to continue as a going concern.

The report of our independent registered public accounting firm on our financial statements for the year ended December 31, ~~2020~~2021 contains explanatory language that substantial doubt exists about our ability to continue as a going concern, without raising additional capital. As described in this report, even though we sold ~~the 2020 Notes~~securities in ~~October 2020~~June 2021 for proceeds of ~~$500,000,~~$1,980,000, these proceeds ~~were~~are only projected to fund our operations at the current level through the second quarter of 2021. Subsequent to the 2020 report, we completed a Private Placement with accredited and institutional investors in June of 2021. At this time, we believe that we have sufficient capital to fund our planned operations through the end of 2022. Therefore,2022; therefore, we will need to ~~seek~~secure additional operating capital to continue operations substantially beyond 2022. We are seeking sources of ~~additional~~ capital, but if we are unable to obtain sufficient financing to support and complete these activities, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.

Risks Related to Our Business and Operations

Public health threats could have an adverse effect on our clinical trials and financial results.

Public health threats could adversely affect our ongoing or planned business operations. In particular, the novel coronavirus (COVID-19) has resulted in quarantines, restrictions on travel and other business and economic disruptions. We cannot presently predict the scope and severity of any potential business shutdowns or disruptions, but if we or any of the third parties with whom we engage, including the partners and other third parties with whom we conduct business, were to experience shutdowns or other business disruptions, our ability to conduct our business in the manner and on the timelines presently planned could be materially and adversely impacted. The COVID-19 pandemic has affected patient accrual in our ARISE-3 clinical trial and with the last patient being enrolled in October and completed patient treatment and follow-up in November 2020. As of the date of this report, while we do not specifically foresee additional delays, it is impossible for us to predict further impact the COVID-19 global pandemic may have.

Our planned Phase 2 clinical trial of RGN-352 was placed on clinical hold by the FDA in March 2011 due to non-compliance of cGMP regulations by a contract manufacturer and we are unsure when, if ever, we will be able to resume this trial.

In the second half of 2010, we implemented the development plans for our Phase 2 clinical trial to evaluate RGN-352 in patients who have suffered an acute myocardial infarction, or AMI. We had planned to begin enrolling patients near the end of the first quarter of 2011. However, in March 2011, we were notified by the FDA that the trial was placed on clinical hold as a result of our contract manufacturer’s alleged failure to comply with current Good Manufacturing Practice (“cGMP”) regulations. The FDA has prohibited us from using any of the active drug or placebo manufactured by this manufacturer in human trials, which will require us to identify a

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cGMP-compliant manufacturer and to have new material produced in the event that we seek to resume this trial. We have also learned that the contract manufacturer has closed its manufacturing facility and has filed for bankruptcy protection. Significant preparatory time and procedures will be required before any new suitable manufacturer would be able to manufacture RGN-352 for the AMI trial. Since we are unable to estimate the length of time that the trial will be on clinical hold, we have elected to cease activities on this trial until the FDA clinical hold is resolved and the requisite funding might be secured. Consequently, there can be no assurance that we will be able to timely initiate trial activities or complete this trial, if at all.

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All of our drug candidates are based on a single compound.

Our current primary business focus is the development of Tß4, and its analogues, derivatives and fragments, for the regeneration and accelerated repair of damaged tissue from non-healing dermal and corneal wounds, cardiac injury, central/peripheral nervous system diseases and other conditions, as well as an improvement in various functions, such as, but not limited to, cardiac and neurological. Unlike many pharmaceutical companies that have a number of unique chemical entities in development, we are dependent on a single molecule, formulated for different routes of administration and different clinical indications, for our potential commercial success. As a result, any common safety or efficacy concerns for Tß4-based products that cross formulations would have a much greater impact on our business prospects than if our product pipeline were more diversified.

We may never be able to commercialize our product candidates.

Although Tß4 has shown biological activity in in vitro studies and in vivo animal models and while we observed clinical activity and efficacious outcomes in our recent RGN-259 Phase 2a trial and earlier Phase 2 dermal trials, we cannot assure you that our product candidates will exhibit activity or importance in humans in large-scale trials. Our drug candidates are still in research and development, and we do not expect them to be commercially available for the foreseeable future, if at all. Only a small number of research and development programs ultimately result in commercially successful drugs. Potential products that appear to be promising at early stages of development may not reach the market for a number of reasons. These include the possibility that the potential products may:

●

be found ineffective or cause harmful side effects during preclinical studies or clinical trials;

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fail to receive necessary regulatory approvals;

●

be precluded from commercialization by proprietary rights of third parties;

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be difficult to manufacture on a large scale; or

●

be uneconomical or otherwise fail to achieve market acceptance.

If any of these potential problems occurs, we may never successfully market Tß4-based products.

We are subject to intense government regulation, and we may not receive regulatory approvals for our drug candidates.

Our product candidates will require regulatory approvals prior to sale. In particular, therapeutic agents are subject to stringent approval processes, prior to commercial marketing, by the FDA and by comparable agencies in most foreign countries. The process of obtaining FDA and corresponding foreign approvals is costly and time-consuming, and we cannot assure you that such approvals will be granted. Also, the regulations we are subject to change frequently and such changes could cause delays in the development of our product candidates.

Three of our drug candidates are currently in the clinical development stage, and we cannot be certain that we, or our partners, will successfully complete the clinical trials necessary to receive regulatory product approvals. The regulatory approval process is lengthy, unpredictable and expensive. To obtain regulatory approvals in the United States, we or a partner must ultimately demonstrate to the satisfaction of the FDA that our product candidates are sufficiently safe and effective for their proposed administration to humans. Many factors, known and unknown, can adversely impact clinical trials and the ability to evaluate a product candidate’s safety and efficacy, including:

●

the FDA or other health regulatory authorities, or institutional review boards, or IRBs, do not approve a clinical trial protocol or place a clinical trial on hold;

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suitable patients do not enroll in a clinical trial in sufficient numbers or at the expected rate, for reasons such as the size of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the trial, the perceptions of investigators and patients regarding safety, and the availability of other treatment options;

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●

clinical trial data is adversely affected by trial conduct or patient withdrawal prior to completion of the trial;

●

there may be competition with ongoing clinical trials and scheduling conflicts with participating clinicians;

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patients experience serious adverse events, including adverse side effects of our drug candidates, for a variety of reasons that may or may not be related to our product candidates, including the advanced stage of their disease and other medical problems;

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patients in the placebo or untreated control group exhibit greater than expected improvements or fewer than expected adverse events;

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third-party clinical investigators do not perform the clinical trials on the anticipated schedule or consistent with the clinical trial protocol and good clinical practices, or other third-party organizations do not perform data collection and analysis in a timely or accurate manner;

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service providers, collaborators or co-sponsors do not adequately perform their obligations in relation to the clinical trial or cause the trial to be delayed or terminated;

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we are unable to obtain a sufficient supply of manufactured clinical trial materials;

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regulatory inspections of manufacturing facilities, which may, among other things, require us or a co-sponsor to undertake corrective action or suspend the clinical trials, such as the clinical hold with respect to our Phase 2 clinical trial of RGN-352;

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the interim results of the clinical trial are inconclusive or negative;

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the clinical trial, although approved and completed, generates data that is not considered by the FDA or others to be clinically relevant or sufficient to demonstrate safety and efficacy; and

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changes in governmental regulations or administrative actions affect the conduct of the clinical trial or the interpretation of its results.

There can be no assurance that our or our partners’, clinical trials will in fact demonstrate, to the satisfaction of the FDA and others, that our product candidates are sufficiently safe or effective. The FDA or we may also restrict or suspend our clinical trials at any time if it is believed that subjects participating in the trials are being exposed to unacceptable health risks.

Clinical trials for product candidates such as ours are often conducted with patients who have more advanced forms of a particular condition or other unrelated conditions. For example, in clinical trials for our product candidate RGN-137, we have studied patients who are not only suffering from chronic epidermal wounds but who are also older and much more likely to have other serious adverse conditions. During the course of treatment with our product candidates, patients could die or suffer other adverse events for reasons that may or may not be related to the drug candidate being tested. Further, and as a consequence that all of our drug candidates are based on Tß4, crossover risk exists such that a patient in one trial may be adversely impacted by one drug candidate, and that adverse event may have implications for our other trials and other drug candidates. However, even if unrelated to our product candidates, such adverse events can nevertheless negatively impact our clinical trials, and our business prospects would suffer.

These factors, many of which may be outside of our control, may have a negative impact on our business by making it difficult to advance product candidates or by reducing or eliminating their potential or perceived value. As a consequence, we may need to perform more or larger clinical trials than planned. Further, if we are forced to contribute greater financial and clinical resources to a study, valuable resources will be diverted from other areas of our business. If we fail to complete or if we experience material delays in completing our clinical trials as currently planned, or we otherwise fail to commence or complete, or experience delays in, any of our other present or planned clinical trials, including as a result of the actions of third parties upon which we rely for these functions, our ability to conduct our business as currently planned could materially suffer.

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We may not successfully establish and maintain development and testing relationships with third-party service providers and collaborators, which could adversely affect our ability to develop our product candidates.

We ~~do not~~ have ~~the available~~only limited resources, experience with and capacity to conduct requisite testing and clinical trials of our drug candidates. As a result, we rely and expect to continue to rely on third-party service providers and collaborators, including corporate partners, licensees, and contract research organizations, or CROs, to perform a number of activities relating to the development of our drug candidates, including the design and conduct of clinical trials, and potentially the obtaining of regulatory approvals. For example, we currently rely on several third-party contractors to manufacture and formulate Tß4 into the product candidates used in our clinical trials, develop assays to assess Tß4’s effectiveness in complex biological systems, recruit clinical investigators and sites to participate in our trials, manage the clinical trial process and collect, evaluate and report clinical results.

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We may not be able to maintain or expand our current arrangements with these third parties or maintain such relationships on favorable terms. Our agreements with these third parties may also contain provisions that restrict our ability to develop and test our product candidates or that give third parties rights to control aspects of our product development and clinical programs. In addition, conflicts may arise with our collaborators, such as conflicts concerning the interpretation of clinical data, the achievement of milestones, the interpretation of financial provisions or the ownership of intellectual property developed during the collaboration. If any conflicts arise with our existing or future collaborators, they may act in their self-interest, which may be adverse to our best interests. Any failure to maintain our collaborative agreements and any conflicts with our collaborators could delay or prevent us from developing our product candidates. We and our collaborators may fail to develop products covered by our present and future collaborations if, among other things:

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we or our partners do not achieve our objectives under our collaboration agreements;

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we or our partners are unable to obtain patent protection for the products or proprietary technologies we develop in our partnerships;

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we are unable to manage multiple simultaneous product development partnerships;

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our partners become competitors of ours or enter into agreements with our competitors;

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we or our partners encounter regulatory hurdles that prevent commercialization of our product candidates; or

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we develop products and processes or enter into additional partnerships that conflict with the business objectives of our other partners.

We also have less control over the timing and other aspects of our clinical trials than if we conducted the monitoring and supervision entirely on our own. Third parties may not perform their responsibilities for our clinical trials on our anticipated schedule or consistent with a clinical trial protocol or applicable regulations. We, and our partners, also rely on clinical research organizations to perform much of our data management and analysis. They may not provide these services as required or in a timely manner. If any of these parties do not meet deadlines or follow proper procedures, including procedures required by law, the preclinical studies and clinical trials may take longer than expected, may be delayed or may be terminated, which would have a materially negative impact on our product development efforts. If we were forced to find a replacement entity to perform any of our preclinical studies or clinical trials, we may not be able to find a suitable entity on favorable terms or at all. Even if we were able to find a replacement, resulting delays in the tests or trials may result in significant additional expenditures and delays in obtaining regulatory approval for drug candidates, which could have a material adverse impact on our results of operations and business prospects.

GtreeBNT Co., Ltd. has limited drug development experience.

We are a party to several license agreements and a Joint Venture with GtreeBNT. Historically, GtreeBNT’s business focus has been in the IT software industry in Korea with strong IP positions addressing specific software tools and apps such as optimized multimedia software for smart phones. GtreeBNT made a strategic decision in November 2013 to expand into the biopharmaceutical business through selected strategic alliances with biopharmaceutical companies in the U.S. and EU. The collaboration with RegeneRx is the first strategic investment in this initiative. While GtreeBNT has hired executives and staff with significant pharmaceutical experience, the Company has no internal drug development experience. As a result, GtreeBNT may face more and different challenges in the development of these product candidates than would more established pharmaceutical companies.

GtreeBNT is also responsible for operating the ReGenTree joint venture that is working to commercialize our RGN-259 product candidate. Based on minutes of the February 2022 between ReGenTree and the FDA, ReGenTree has advised us that it plans to apply for SPA (Special Protocol Assessment) to the FDA around October 2022. SPA is a program in which FDA specialists provide a sponsor (ReGenTree) with collaboration in setting up clinical protocols and statistical analysis plans. The agreed clinical trial design with the FDA is binding and this program is designed to give the sponsor and FDA a clear understanding of relevant trial criteria by participating together at this stage of the clinical trial protocol development. However, there is no assurance that an SPA can be successfully completed or that, if completed, a Phase 3 clinical trial will take place, or result in a successful outcome.

ReGenTree has advised us that it will seek to confirm the efficacy observed in SEER-1 despite the very small number of subjects in that trial. ReGenTree informs us that it has developed a plan to enter into two Phase 3 studies (SEER-2, SEER-3) simultaneously with 60 patients in each study to meet the requirement of two independent Phase 3 clinical trials necessary for FDA marketing approval. To this end, ReGenTree tells us that it plans to retain a contract research organization (CRO) and start recruitment of patients around November 2022. However, there is no assurance that the two Phase 3 studies will take place on time or at all or will result in a successful outcome.

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We cannot predict the impact that these revised plans, or any delay in announcing are implementing them, may have on our business and prospects.

GtreeBNT Co., Ltd. may have different public reporting requirements than RegeneRx and communications between the two companies may sometimes conflict or be less than clear.

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GtreeBNT is a public company traded on the Korean stock market. Certain disclosure requirements may differ from RegeneRx’s. Moreover, due to different language conventions, translations may be less than 100% accurate. Further, RegeneRx may not always ~~get~~receive material information from GtreeBNT related to clinical trials or manufacturing development or strategic product development strategy in a timely or clear manner.

GtreeBNT Co., Ltd. has limited financial resources.

GtreeBNT has informed us that ~~they have~~it has limited financial resources. ~~They have~~It has to continuously raise capital to fund research, development, clinical trials, and operations. Therefore, their ability to finance each of these areas is subject to its ability to secured adequate capital. While GtreeBNT has been able to finance each of these areas, to date, there is no assurance that ~~they~~it will be able to do so in the future. If GtreeBNT is unable to secure necessary financing to fund clinical trials or operations, it could have a material adverse impact on RGN-137 and RGN-259 and RegeneRx’s ability to continue funding operations while these products are under development.

~~GtreeBNT was recently acquired by HLB Group and may not have the same priorities after the acquisition.~~

In September 2021, GtreeBNT was acquired by HLB Group. In addition to biopharmaceutical development, HLB Group manufactures lifeboats, special ships, safety goods and engines. If GtreeBNT management and product development priorities change as a result of the HLB Group acquisition, development and commercialization of RGN-259 could be adversely affected. In turn, RegeneRx’s ability to monetize the clinical asset would be adversely affected and could have a materially adverse impact on the Company’s ability to continue operations.

We are subject to intense competition from companies with greater resources and more mature products, which may result in our competitors developing or commercializing products before or more successfully than we do.

We are engaged in a business that is highly competitive. Research and development activities for the development of drugs to treat indications within our focus are being sponsored or conducted by private and public research institutions and by major pharmaceutical companies located in the United States and a number of foreign countries. Most of these companies and institutions have financial and human resources that are substantially greater than our own and they have extensive experience in conducting research and development activities and clinical trials and in obtaining the regulatory approvals necessary to market pharmaceutical products that we do not have. As a result, they may develop competing products more rapidly that are safer, more effective, or have fewer side effects, or are less expensive, or they may develop and commercialize products that render our product candidates non-competitive or obsolete.

With respect to our product candidate RGN-259, there are also numerous ophthalmic companies developing drugs for corneal wound healing and other front-of-the-eye diseases and injuries, including dry eye syndrome. Amniotic membranes have been successfully used to treat corneal wounds in certain cases, as have topical steroids and antibacterial agents. Most specialty ophthalmic companies have a number of products on the market that could compete with RGN-259. There are numerous antibiotics to treat eye infections to promote corneal wound healing and many eye lubrication products that are soothing to the eye and help eye healing, many of which are sold without prescriptions. Companies also market steroids to treat certain conditions within our area of interest. Allergan, Inc. markets Restasis™, Ophthalmic Emulsion, which was the only commercially available and FDA-approved eye drop to treat dry eye. Shire PLC recently received FDA approval to market Xiidra™ for the treatment of dry eye and has launched the product in the U.S. Restasis. In October 2020, the FDA approved loteprednol etabonate ophthalmic suspension (Eysuvis; Kala Pharmaceuticals) a 0.25% ocular corticosteroid indicated for dry eye disease, and other products, have been approved for marketing in certain other countries where we have licensed RGN-259.

We have initially targeted our product candidate RGN-352 for cardiovascular indications. We have also been exploring the potential of RGN-352 for the treatment of COVID-19. Most large pharmaceutical companies and many smaller biomedical companies are vigorously pursuing the development of therapeutics to treat patients after heart attacks and for other cardiovascular indications. Numerous biotechnology and pharmaceutical companies are developing products to treat COVID-19.

With respect to our product candidate RGN-137 for wound healing, Johnson & Johnson has previously marketed Regranex™ for this purpose in patients with diabetic foot ulcers. Other companies, such as Novartis, are developing and marketing artificial skins, which we believe could also compete with RGN-137. Moreover, wound healing is a large and highly fragmented marketplace attracting many companies, large and small, to develop products for treating acute and chronic wounds.

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We are also interested in developing potential cosmeceutical products, which are loosely defined as products that bridge the gap between cosmetics and pharmaceuticals, for example, by improving skin texture and reducing the appearance of aging. This industry is intensely competitive, with potential competitors ranging from large multinational companies to very small specialty companies. New

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cosmeceutical products often have a short product life and are frequently replaced with newer products developed to address the latest trends in appearance and fashion. We may not be able to adapt to changes in the industry as quickly as larger and more experienced cosmeceutical companies. Further, larger cosmetics companies have the financial and marketing resources to effectively compete with smaller companies like us in order to sell products aimed at larger markets.

Even if approved for marketing, our technologies and product candidates are unproven and they may fail to gain market acceptance.

Our product candidates, all of which are based on the molecule Tß4, are new and unproven and there is no guarantee that health care providers or patients will be interested in our product candidates, even if they are approved for use. If any of our product candidates are approved by the FDA, our success will depend in part on our ability to demonstrate sufficient clinical benefits, reliability, safety, and cost effectiveness of our, or our partners’, product candidates relative to other approaches, as well as on our ability to continue to develop our product candidates to respond to competitive and technological changes. If the market does not accept our product candidates, when and if we are able to commercialize them, then we may never become profitable. Factors that could delay, inhibit or prevent market acceptance of our product candidates may include:

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the timing and receipt of marketing approvals;

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the safety and efficacy of the products;

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the emergence of equivalent or superior products;

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the cost-effectiveness of the products; and

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ineffective marketing.

It is difficult to predict the future growth of our business, if any, and the size of the market for our product candidates because the markets are continually evolving. There can be no assurance that our product candidates will prove superior to products that may currently be available or may become available in the future or that our research and development activities will result in any commercially profitable products.

We have no marketing experience, sales force or distribution capabilities. If our product candidates are approved, and we are unable to recruit key personnel to perform these functions, we may not be able to commercialize them successfully.

Although we do not currently have any marketable products, our ability to produce revenues ultimately depends on our, or our partners’, ability to sell our product candidates if and when they are approved by the FDA and other regulatory authorities. We currently have no experience in marketing or selling pharmaceutical products, and we do not have a marketing and sales staff or distribution capabilities. Developing a marketing and sales force is also time-consuming and could delay the launch of new products or expansion of existing product sales. In addition, we will compete with many companies that currently have extensive and well-funded marketing and sales operations. If we fail to establish successful marketing and sales capabilities or fail to enter into successful marketing arrangements with third parties, our ability to generate revenues will suffer.

If we enter markets outside the United States our business will be subject to political, economic, legal and social risks in those markets, which could adversely affect our business.

There are significant regulatory and legal barriers to entering markets outside the United States that must be overcome if we, or our partners, seek regulatory approval to market our product candidates in countries other than the United States. We would be subject to the burden of complying with a wide variety of national and local laws, including multiple and possibly overlapping and conflicting laws. We also may experience difficulties adapting to new cultures, business customs and legal systems. Any sales and operations outside the United States would be subject to political, economic and social uncertainties including, among others:

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changes and limits in import and export controls;

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increases in custom duties and tariffs;

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changes in currency exchange rates;

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economic and political instability;

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changes in government regulations and laws;

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absence in some jurisdictions of effective laws to protect our intellectual property rights; and

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currency transfer and other restrictions and regulations that may limit our ability to sell certain product candidates or repatriate profits to the United States.

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Any changes related to these and other factors could adversely affect our business if and to the extent we enter markets outside the United States. Additionally, we have entered into license agreements with Lee’s Pharmaceutical Limited and GtreeBNT Co., Ltd. for the development of certain of our product candidates in international markets. As a result, these development activities will be subject to compliance in all respects with local laws and regulations and may be subject to many of the risks described above.

In 2022, there is increasing global political and economic instability, particularly arising from deteriorating relations with Russia and China. We cannot predict the impact of this on the development activities of us or our licensees.

Governmental and third-party payors may subject any product candidates we develop to sales and pharmaceutical pricing controls that could limit our product revenues and delay profitability.

The successful commercialization of our product candidates, if they are approved by the FDA, will likely depend on our ability to obtain reimbursement for the cost of the product and treatment. Government authorities, private health insurers and other organizations, such as health maintenance organizations, are increasingly seeking to lower the prices charged for medical products and services. Also, the trend toward managed health care in the United States, the growth of healthcare maintenance organizations, and recently enacted legislation reforming healthcare and proposals to reform government insurance programs could have a significant influence on the purchase of healthcare services and products, resulting in lower prices and reducing demand for our product candidates. The cost containment measures that healthcare providers are instituting and any healthcare reform could reduce our ability to sell our product candidates and may have a material adverse effect on our operations. We cannot assure you that reimbursement in the United States or foreign countries will be available for any of our product candidates, and that any reimbursement granted will be maintained, or that limits on reimbursement available from third-party payors will not reduce the demand for, or the price of, our product candidates. The lack of or inadequacy of third-party reimbursements for our product candidates would decrease the potential profitability of our operations. We cannot forecast what additional legislation or regulation relating to the healthcare industry or third-party coverage and reimbursement may be enacted in the future, or what effect the legislation or regulation would have on our business.

We have no manufacturing or formulation capabilities and are dependent upon third-party suppliers to provide us with our product candidates. If these suppliers do not manufacture our product candidates in sufficient quantities, at acceptable quality levels and at acceptable cost, or if we are unable to identify suitable replacement suppliers if needed, our clinical development efforts could be delayed, prevented or impaired.

We do not own or operate manufacturing facilities and have little experience in manufacturing pharmaceutical products. We currently rely, and expect to continue to rely, primarily on peptide manufacturers to supply us with Tß4 for further formulation into our product candidates. We have historically engaged three separate smaller drug formulation contractors for the formulation of clinical grade product candidates, one for each of our three product candidates in clinical development, although, as described in this report, one of which is no longer in business. We currently do not have an alternative source of supply for either Tß4 or the individual drug candidates. If these suppliers, together or individually, are not able to supply us with either Tß4 or individual product candidates on a timely basis, in sufficient quantities, at acceptable levels of quality and at a competitive price, or if we are unable to identify a replacement manufacturer to perform these functions on acceptable terms as needed, our development programs could be seriously jeopardized.

The clinical hold on our RGN-352 trial will require us to have new material manufactured by a cGMP-compliant manufacturer in the event that we seek to resume this trial. Significant preparatory time and procedures will be required before any new manufacturer would be able to manufacture RGN-352 for the AMI trial, due to the time required for revalidation of processes and assays related to such production that were already in place with the original manufacturer. Since we are unable to estimate the length of time that the trial will be on clinical hold, we have elected to cease activities on this trial until the FDA clinical hold is resolved and the requisite funding might be secured.

Other risks of relying solely on single suppliers for each of our product candidates include:

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the possibility that our other manufacturers, and any new manufacturer that we, or our partners, may identify for RGN-352, may not be able to ensure quality and compliance with regulations relating to the manufacture of pharmaceuticals;

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their manufacturing capacity may not be sufficient or available to produce the required quantities of our product candidates based on our planned clinical development schedule, if at all;

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they may not have access to the capital necessary to expand their manufacturing facilities in response to our needs;

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commissioning replacement suppliers would be difficult and time-consuming;

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individual suppliers may have used substantial proprietary know-how relating to the manufacture of our product candidates and, in the event we must find a replacement or supplemental supplier, our ability to transfer this know-how to the new supplier could be an expensive and/or time-consuming process;

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an individual supplier may experience events, such as a fire or natural disaster, that force it to stop or curtail production for an extended period;

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an individual supplier could encounter significant increases in labor, capital or other costs that would make it difficult for them to produce our products cost-effectively; or

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an individual supplier may not be able to obtain the raw materials or validated drug containers in sufficient quantities, at acceptable costs or in sufficient time to complete the manufacture, formulation and delivery of our product ~~candidates; and~~

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~~the continuing impact of the Covid-19 pandemic, including its impact on personnel engaged by suppliers.~~candidates.

Our suppliers may use hazardous and biological materials in their businesses. Any claims relating to improper handling, storage or disposal of these materials could be time-consuming and costly to us, and we are not insured against such claims.

Our product candidates and processes involve the controlled storage, use and disposal by our suppliers of certain hazardous and biological materials and waste products. We and our suppliers and other collaborators are subject to federal, state and local regulations governing the use, manufacture, storage, handling and disposal of materials and waste products. Even if we and these suppliers and collaborators comply with the standards prescribed by law and regulation, the risk of accidental contamination or injury from hazardous materials cannot be completely eliminated. In the event of an accident, we could be held liable for any damages that result, and we do not carry insurance for this type of claim. We may also incur significant costs to comply with current or future environmental laws and regulations.

We face the risk of product liability claims, which could adversely affect our business and financial condition.

We, or our partners, may be subject to product liability claims as a result of our testing, manufacturing, and marketing of drugs. In addition, the use of our product candidates, when and if developed and sold, will expose us to the risk of product liability claims. Product liability may result from harm to patients using our product candidates, such as a complication that was either not communicated as a potential side effect or was more extreme than anticipated. We require all patients enrolled in our clinical trials to sign consents, which explain various risks involved with participating in the trial. However, patient consents provide only a limited level of protection, and it may be alleged that the consent did not address or did not adequately address a risk that the patient suffered. Additionally, we will generally be required to indemnify our clinical product manufacturers, clinical trial centers, medical professionals and other parties conducting related activities in connection with losses they may incur through their involvement in the clinical trials.

Our ability to reduce our liability exposure for human clinical trials and commercial sales, if any, of Tß4 is dependent in part on our ability to obtain sufficient product liability insurance or to collaborate with third parties that have adequate insurance. Although we intend to obtain and maintain product liability insurance coverage if we gain approval to market any of our product candidates, we cannot guarantee that product liability insurance will continue to be available to us on acceptable terms, or at all, or that its coverage will be sufficient to cover all claims against us. A product liability claim, even one without merit or for which we have substantial coverage, could result in significant legal defense costs, thereby potentially exposing us to expenses significantly in excess of our revenues, as well as harm to our reputation and distraction of our management.

If the Company cannot obtain Directors and Officers Liability Insurance or obtain such insurance at a reasonable cost, certain directors and officers may resign.

The Company has historically carried Directors and Officers liability insurance. However, the cost of such insurance continues to increase substantially from year to year with more limited coverage. It is possible the Company could not afford such insurance in the future and that officers and directors would resign in order to avoid personal liability. In such case the Company’s operations would be significantly impacted or the Company could cease to continue its operations.

If any of our key employees discontinue their services with us, our efforts to develop our business may be delayed.

We are highly dependent on the principal members of our management team. The loss of our chairman and Chief Scientific Officer, Allan Goldstein, or chief executive officer, J.J. Finkelstein could prevent or significantly delay the achievement of our goals. We cannot assure you that Dr. Goldstein or Mr. Finkelstein, or any other key employees or consultants, will not elect to terminate their employment

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or consulting arrangements. In addition, we do not maintain a key ~~person~~man life insurance ~~policies~~policy with respect to any of our management personnel. In the future, we anticipate that we will also need to add additional management and other personnel. Competition for

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qualified personnel in our industry is intense, and our success will depend in part on our ability to attract and retain highly skilled personnel. We cannot assure you that our efforts to attract or retain such personnel will be successful.

Mauro Bove, a member of our Board is ~~SVP Corporate & Business Development, Zhaoke Ophthamology Ltd.,~~ a ~~subsidiary of~~consultant to Lee’s Pharmaceuticals, a relationship which could give rise to a conflict of interest for Mr. Bove.

Mauro Bove is a member of our Board of Directors and currently provides consulting services to Lee’s Pharmaceuticals Group in Hong Kong. There can be no assurance that we will ever receive any further payments from Lee’s under the current agreement established between RegeneRx and Lee’s. As a result of Mr. Bove’s relationship with Lee’s, Mr. Bove may have interests that are different from our other stockholders in connection with our agreement with Lee’s and circumstances may arise that require the exercise of the Board’s discretion with respect to Lee’s that require the exclusion of Mr. Bove.

Risks Related to Our Intellectual Property

We may not be able to maintain broad patent protection for our product candidates, which could limit the commercial potential of our product candidates.

Our success will depend in part on our, or our partners’ ability to obtain, defend and enforce patents, both in the United States and abroad. We have attempted to create a substantial intellectual property portfolio, submitting patent applications for various compositions of matter, methods of use and fragments and derivatives of Tß4. As described elsewhere in this report, we currently do not have adequate financial resources to fund our ongoing business activities substantially beyond the ~~end~~second quarter of ~~2022~~2021 without additional funding. As a result of our current financial condition, we continuously evaluate our issued patents and patent applications and may decide to limit their therapeutic and/or geographic coverage in an effort to enhance our ability to focus on certain medical conditions and countries within our financial constraints. As a result, we may not be able to protect our intellectual property rights in indications and/or territories that we otherwise would, and, therefore, our ability to commercialize Tß4, if at all, could be substantially limited, which could have a material adverse impact on our future results of operations.

If we, or our partners, are not able to maintain adequate patent protection for our product candidates, we may be unable to prevent our competitors from using our technology or technology that we license.

Our success will depend in substantial part on our, or our partners’, abilities to obtain, defend and enforce patents, maintain trade secrets and operate without infringing upon the proprietary rights of others, both in the United States and abroad. While patents covering our use of Tß4 have issued in some countries, we cannot guarantee whether or when corresponding patents will be issued, or the scope of any patents that may be issued, in other countries. We have attempted to create a substantial intellectual property portfolio, submitting patent applications for various compositions of matter, methods of use and fragments and derivatives of Tß4. We have also in-licensed other intellectual property rights from third parties that could be subject to the same risks as our own patents. If any of these patent applications do not issue, or do not issue in certain countries, or are not enforceable, the ability to commercialize Tß4 in various medical indications could be substantially limited or eliminated.

In addition, the patent positions of the products being developed by us and our collaborators involve complex legal and factual uncertainties. As a result, we cannot assure you that any patent applications filed by us, or by others under which we have rights, will result in patents being issued in the United States or foreign countries. In addition, there can be no assurance that any patents will be issued from any pending or future patent applications of ours or our partners, that the scope of any patent protection will be sufficient to provide us with competitive advantages, that any patents obtained by us or our partners will be held valid if subsequently challenged or that others will not claim rights in or ownership of the patents and other proprietary rights we or our partners may hold. Unauthorized parties may try to copy aspects of our product candidates and technologies or obtain and use information we consider proprietary. Policing the unauthorized use of our proprietary rights is difficult. We cannot guarantee that no harm or threat will be made to our or our partners’ intellectual property. In addition, changes in, or different interpretations of, patent laws in the United States and other countries may also adversely affect the scope of our patent protection and our competitive situation.

Due to the significant time lag between the filing of patent applications and the publication of such patents, we cannot be certain that our licensors were the first to file the patent applications we license or, even if they were the first to file, also were the first to invent, particularly with regards to patent rights in the United States. In addition, a number of pharmaceutical and biotechnology companies

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and research and academic institutions have developed technologies, filed patent applications or received patents on various technologies that may be related to our product candidates. Some of these technologies, applications or patents may conflict with our or our licensors’

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technologies or patent applications. A conflict could limit the scope of the patents, if any, that we or our licensors may be able to obtain or result in denial of our or our licensors’ patent applications. If patents that cover our activities are issued to other companies, we may not be able to develop or obtain alternative technology.

Additionally, there is certain subject matter that is patentable in the United States but not generally patentable outside of the United States. Differences in what constitutes patentable subject matter in various countries may limit the protection we can obtain outside of the United States. For example, methods of treating humans are not patentable in many countries outside of the United States. These and other issues may prevent us from obtaining patent protection outside of the United States, which would have a material adverse effect on our business, financial condition and results of operations.

Changes to U.S. patent laws could materially reduce any value our patent portfolio may have.

The value of our patents depends in part on their duration. A shorter period of patent protection could lessen the value of our rights under any patents that may be obtained and may decrease revenues derived from its patents. For example, the U.S. patent laws were previously amended to change the term of patent protection from 17 years following patent issuance to 20 years from the earliest effective filing date of the application. Because the time from filing to issuance of biotechnology applications may be more than three years depending on the subject matter, a 20-year patent term from the filing date may result in substantially shorter patent protection. Future changes to patent laws could shorten our period of patent exclusivity and may decrease the revenues that we might derive from the patents and the value of our patent portfolio.

We, or our partners, may not have adequate protection for our unpatented proprietary information, which could adversely affect our competitive position.

In addition to our patents, we, and our partners, also rely on trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position. However, others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets or disclose our technology. To protect our trade secrets, we may enter into confidentiality agreements with employees, consultants and potential collaborators. However, we may not have such agreements in place with all such parties and, where we do, these agreements may not provide meaningful protection of our trade secrets or adequate remedies in the event of unauthorized use or disclosure of such information. Also, our trade secrets or know-how may become known through other means or be independently discovered by our competitors. Any of these events could prevent us from developing or commercializing our product candidates.

We may be subject to claims that we or our employees have wrongfully used or disclosed alleged trade secrets of former employers.

As is commonplace in the biotechnology industry, we employ now, and may hire in the future, individuals who were previously employed at other biotechnology or pharmaceutical companies, including competitors or potential competitors. Although there are no claims currently pending against us, we may be subject to claims that we or certain employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former employers. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and would be a significant distraction to management.

Risks Related to Our Securities

Our common stock price is volatile, our stock is highly illiquid, and any investment in our securities could decline substantially in value.

For the period from January 1, 2021 through ~~November 2, 2021,~~August 8, 2022, the closing price of our common stock has ranged from ~~$0.16~~$0.14 to $0.75, with an average daily trading volume of approximately ~~119,000~~95,000 shares. Considering our small size and limited resources, as well as the uncertainties and risks that can affect our business and industry, our stock price is expected to continue to be highly volatile and can be subject to substantial drops, with or even in the absence of news affecting our business. The following factors, in addition to the other

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risk factors described in this report, and the potentially low volume of trades in our common stock since it is not listed on a national securities exchange, may have a significant impact on the market price of our common stock, some of which are beyond our control:

●

results of pre-clinical studies and clinical trials;

●

commercial success of approved products;

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●

corporate partnerships;

●

technological innovations by us or competitors;

●

changes in laws and government regulations both in the U.S. and overseas;

●

changes in key personnel at our company;

●

developments concerning proprietary rights, including patents and litigation matters;

●

public perception relating to the commercial value or safety of any of our product candidates;

●

other issuances of our common stock, or securities convertible into or exercisable for our common stock, causing dilution;

●

anticipated or unanticipated changes in our financial performance;

●

general trends related to the biopharmaceutical and biotechnological industries; and

●

general conditions in the stock ~~market;~~market and

●

in the ~~continuing impact of the Covid-19 pandemic.~~global economy and political climate.

The stock market in general has recently experienced relatively large price and volume ~~fluctuations.~~fluctuations, with a recent overall significant downturn in light of, among other matters, significant global inflation, war and political tensions. In particular, the market prices of securities of smaller biotechnology companies have experienced dramatic fluctuations that often have been unrelated or disproportionate to the operating results of these companies. Continued market fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in its value. You should also be aware that price volatility may be worse if the trading volume of the common stock remains limited or declines.

Our ~~officers, directors and~~ principal stockholders ~~together~~ have significant voting power and may take actions that may not be in the best interests of our other stockholders.

Our officers, directors and principal stockholders together control approximately ~~46%~~45% of our outstanding common stock. Included in this group are previous stockholders of Sigma-Tau and their affiliates, which now have consolidated their holding into Essetifin S.p.A. which ~~along with it’s affiliate Apatfin SPA,~~ holds outstanding shares representing approximately ~~25.4%~~24.4% of our outstanding common stock and GtreeBNT which owns approximately 13.6% of our outstanding common stock. These stockholders also hold options, warrants, convertible promissory notes and stock purchase rights that provide them with the right to acquire significantly more shares of common stock. Accordingly, if these stockholders acted together, they could control the outcome of all stockholder votes. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock, and therefore may not be in the best interest of our other stockholders.

If securities or industry analysts do not publish research or reports or publish unfavorable research about our business, the price of our common stock and other securities and their trading volume could decline.

The trading market for our common stock and other securities will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If securities or industry analysts do not commence or maintain coverage of us, the trading price for our common stock and other securities would be negatively affected. In the event we obtain securities or industry analyst coverage, if one or more of the analysts who covers us downgrades our securities, the price of our securities would likely decline. If one or more of these analysts ceases to cover us or fails to publish regular reports on us, interest in the purchase of our securities could decrease, which could cause the price of our common stock and other securities and their trading volume to decline.

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The exercise of options and warrants, conversion of convertible promissory notes, and other issuances of shares of common stock or securities convertible into common stock will dilute your interest.

As of ~~September~~June 30, ~~2021,~~2022, there were outstanding options to purchase an aggregate of ~~12,536,250~~15,156,250 shares of our common stock under our 2010 and 2018 incentive equity plans at exercise prices ranging from ~~$0.16~~$0.19 per share to $0.64 per share and outstanding warrants to purchase 25,287,738 shares of our common stock at a weighted average exercise price of $0.24 per share. The 2020 Notes will initially be convertible at $0.36 into 1,391,982 ~~shares.~~shares and the 2020 Warrants will be exercisable to purchase 1,043,988 shares with an exercise price $0.45 per share. The 2019 Notes that will initially be convertible at $0.12 into 10,833,333 ~~shares.~~shares and the 2019 Warrants will be exercisable to purchase 8,125,000 shares with an exercise price of $0.18 per share. The exercise of options and warrants or note conversions at prices below the market price of our common stock could adversely affect the price of shares of our common stock. Additional dilution may result from the issuance of shares of our capital stock in connection with collaborations or manufacturing arrangements or in connection with other financing efforts.

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Any issuance of our common stock that is not made solely to then-existing stockholders proportionate to their interests, such as in the case of a stock dividend or stock split, will result in dilution to each stockholder by reducing his, her or its percentage ownership of the total outstanding shares. Moreover, if we issue options or warrants to purchase our common stock in the future and those options or warrants are exercised or we issue restricted stock, stockholders may experience further dilution. Holders of shares of our common stock have no preemptive rights that entitle them to purchase their pro rata share of any offering of shares of any class or series.

Our certificate of incorporation and Delaware law contain provisions that could discourage or prevent a takeover or other change in control, even if such a transaction would be beneficial to our stockholders, which could affect our stock price adversely and prevent attempts by our stockholders to replace or remove our current management.

Our certificate of incorporation provides our Board with the power to issue shares of preferred stock without stockholder approval. In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Subject to specified exceptions, this section provides that a corporation may not engage in any business combination with any interested stockholder, as defined in that statute, during the three-year period following the time that such stockholder becomes an interested stockholder. This provision could also have the effect of delaying or preventing a change of control of our company. The foregoing factors could reduce the price that investors or an acquirer might be willing to pay in the future for shares of our common stock.

We may become involved in securities class action litigation that could divert management’s attention and harm our business and our insurance coverage may not be sufficient to cover all costs and damages.

The stock market has from time-to-time experienced significant price and volume fluctuations that have affected the market prices for the common stock of pharmaceutical and biotechnology companies. These broad market fluctuations may cause the market price of our common stock to decline. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If we experience this sort of volatility, we may become involved in this type of litigation in the future. Litigation often is expensive and diverts management’s attention and resources, which could hurt our business, operating results and financial condition.

Item 2.            Unregistered Sales of Equity Securities and Use of Proceeds
~~None~~None.
Item 3.            Defaults Upon Senior Securities
None.
Item 4.            Mine Safety Disclosures
Not applicable.
Item 5.            Other Information
None.

3940

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Item 6. Exhibits

Exhibit
No.

Description of Exhibit
~~3.1~~

~~Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)~~

~~3.2~~

~~Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)~~

~~3.3~~

~~Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)~~

~~3.4~~

~~Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.4 to Registration Statement on Form S-8 (File No. 333-168252, filed July 21, 2010)~~

~~3.5~~

Certificate of Designation of Series A Participating Cumulative Preferred Stock (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)

~~3.6~~

~~Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 001-15070, filed August 14, 2006)~~
~~3.7~~

~~Amendment to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.6 to Registration Statement on Form S-8 (File No. 333-152250, filed July 10, 2008)~~

~~4.1~~

~~Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)~~
~~4.2~~

~~Specimen Rights Certificate (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)~~

~~4.3~~

Rights Agreement, dated April 29, 1994, between the Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)

~~4.4~~

Amendment No. 1 to Rights Agreement, dated March 4, 2004, between the Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)

~~4.5~~

Warrant Agreement, dated May 21, 2010, between the Company and American Stock Transfer & Trust Company, as Warrant Agent (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 001-15070, filed May 21, 2010)

~~4.6~~

~~Form of Warrant Certificate (incorporated by reference to Exhibit 4.6 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-166146, filed May 17, 2010)~~

~~10.1~~

Securities Purchase Agreement between the Company and various investors dated June 28, 2021 (incorporated by reference to Exhibit 10.1 to Quartely Report on Form 10Q for the quarter ended June 30, 2021 (file No. 001-15070), filed August 6, 2021)

~~10.2~~

Registration Rights Agreement between the Company and various investors dated June 28, 2021(incorporated by reference to Exhibit 10.2 to Quartely Report on Form 10Q for the quarter ended June 30, 2021 (file No. 001-15070), filed August 6, 2021)

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~~10.3~~		Form of Series A Common Stock Purchase Warrant dated June 30, 2021 (incorporated by reference to Exhibit 10.3 to Quartely Report on Form 10Q for the quarter ended June 30, 2021 (file No. 001-15070), filed August 6, 2021)

~~10.4~~		Form of Series B Common Stock Purchase Warrant dated June 30, 2021 (incorporated by reference to Exhibit 10.4 to Quartely Report on Form 10Q for the quarter ended June 30, 2021 (file No. 001-15070), filed August 6, 2021)

~~10.5~~		Lock-Up Agreement between Company and various investors dated June 30, 2021 (incorporated by reference to Exhibit * to Quartely Report on Form 10Q for the quarter ended June 30, 2021 (file No. 001-15070), filed August 6, 2021)

31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101		The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2021,~~2022, formatted in ~~iXBRL (Inline eXtensible~~XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020;~~2021; (ii) Condensed Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020;~~2021; (iii) Condensed ~~Statements~~Statement of Changes in Stockholders’ Deficit for the ~~nine~~three and six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020;~~2021; (iv) Condensed Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020;~~2021; and (v) Notes to Condensed Financial Statements.

104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

* Filed herewith. Except where noted, the exhibits referred to in this column have heretofore been filed with the Securities and Exchange Commission as exhibits to the documents indicated and are hereby incorporated by reference thereto.

** Furnished herewith. This certification is being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES
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.

RegeneRx Biopharmaceuticals, Inc.

(Registrant)

Date:
~~November 15, 2021~~August 12, 2022

/s/ J.J. Finkelstein

J.J. Finkelstein

President and Chief Executive Officer

(On Behalf of the Registrant)


	For the three months ended				For the nine months ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020

2019 Notes	$	51,418	$	52,186	$	154,089	$	155,424

2020 Notes		29,895		0		88,709		0

Total interest expense	$	81,313	$	52,186	$	242,798	$	155,424


	September 30, 2021			December 31, 2020
Assets
Operating lease right-of-use asset	$	38,583	$	68,229
Total lease assets	$	38,583	$	68,229

Liabilities
Current portion of operating lease liability	$	38,777	$	40,790
Long-term portion of operating lease liability		0		27,809
Total lease liabilities	$	38,777	$	68,599


	2021		2020

Operating lease cost	$	38,003	$	36,783
Variable lease costs		345		0

Total lease costs	$	38,348	$	36,783


2021	$	12,726
2022		29,694
Total		42,420

Discount factor		(3,643)
Total lease liability	$	38,777


Exhibit No.		Description of Exhibit
~~3.1~~		~~Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)~~

~~3.2~~		~~Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)~~

~~3.3~~		~~Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)~~

~~3.4~~		~~Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.4 to Registration Statement on Form S-8 (File No. 333-168252, filed July 21, 2010)~~

~~3.5~~		Certificate of Designation of Series A Participating Cumulative Preferred Stock (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)

~~3.6~~		~~Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 001-15070, filed August 14, 2006)~~
~~3.7~~		~~Amendment to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.6 to Registration Statement on Form S-8 (File No. 333-152250, filed July 10, 2008)~~

~~4.1~~		~~Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)~~
~~4.2~~		~~Specimen Rights Certificate (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)~~

~~4.3~~		Rights Agreement, dated April 29, 1994, between the Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)

~~4.4~~		Amendment No. 1 to Rights Agreement, dated March 4, 2004, between the Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-1 (File No. 333-166146, filed April 16, 2010)

~~4.5~~		Warrant Agreement, dated May 21, 2010, between the Company and American Stock Transfer & Trust Company, as Warrant Agent (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 001-15070, filed May 21, 2010)

~~4.6~~		~~Form of Warrant Certificate (incorporated by reference to Exhibit 4.6 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-166146, filed May 17, 2010)~~

~~10.1~~		Securities Purchase Agreement between the Company and various investors dated June 28, 2021 (incorporated by reference to Exhibit 10.1 to Quartely Report on Form 10Q for the quarter ended June 30, 2021 (file No. 001-15070), filed August 6, 2021)

~~10.2~~		Registration Rights Agreement between the Company and various investors dated June 28, 2021(incorporated by reference to Exhibit 10.2 to Quartely Report on Form 10Q for the quarter ended June 30, 2021 (file No. 001-15070), filed August 6, 2021)


		RegeneRx Biopharmaceuticals, Inc.
		(Registrant)


Date:	~~November 15, 2021~~August 12, 2022	/s/ J.J. Finkelstein
		J.J. Finkelstein
		President and Chief Executive Officer
		(On Behalf of the Registrant)