UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
/X/xFiled by a Party other than the Registrant
/ /¨Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential,for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 ALPHA 1 BIOMEDICALS, INC. - -------------------------------------------------------------------------------- (Name
| x | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
RegeneRx Biopharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)
| x | No fee required. |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
Allan L. Goldstein, Ph.D.
Chairman and 0-11.
(1) Title of each class of securitiesChief Scientific Officer
_______________, 2023
Dear Fellow Stockholder:
We are writing to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Scheduleseek written consent from you and the dateother holders of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[ALPHA 1 LETTERHEAD]
November 1, 2000
Dear Fellow Stockholder:
You are cordially inviteda majority of our outstanding shares of Common Stock, in lieu of holding a special meeting of our stockholders, to attend the Annual Meeting of Stockholders of
Alpha 1 Biomedicals, Inc., to be held at 10:00 a.m., local time, on Friday,
December 15, 2000, at the Hyatt Regency Bethesda, located at 7400 Wisconsin
Avenue, Bethesda, Maryland 20814.
An important aspect of the annual meeting process is the stockholder vote
on corporate business items. I urge you to exercise your rights as a stockholder
to voteauthorize and participate in this process. Stockholders are being asked to
consider and vote upon (i) the election of three directors of the Company; (ii)approve a proposed amendment to the Company's certificateour Certificate of incorporationIncorporation to change the
Company's name from "Alpha 1 Biomedicals, Inc." to "RegeneRx Biopharmaceuticals,
Inc."; (iii)effect a proposed amendment to the Company's certificate of incorporation
to increasereverse split in the number of outstanding shares of common stock authorized for issuance from
20,000,000our Common Stock in the range of 1-for-70 to 100,000,000; (iv) approval of the Company's 2000 Stock Option and
Incentive Plan; and (v) the ratification of the appointment of Reznick Fedder &
Silverman, P.C.1-for-100, as the Company's independent auditors.
I encourage you to attend the meeting in person. Whether or not you plan to
attend, however, please read the enclosed proxy statement and vote your shares
as promptly as possible. This will save the Company additional expense in
soliciting proxies and will ensure that your shares are represented at the
meeting.
Yourdetermined by our Board of Directors at a later date.
As further described below, the purpose of the proposed reverse stock split is to reduce the number of holders of record of our Common Stock to below 500 persons so that we become eligible to indefinitely suspend our obligation to file periodic reports, such as Forms 10-K, 10-Q and management are committed8-K, and proxy and consent solicitation statements, such as this one, with the U.S. Securities and Exchange Commission.
Our Board of Directors has fixed June 12, 2023 as the record date for holders of our Common Stock who will be entitled to the successparticipate in this consent solicitation and provide consents. This Notice of Consent Solicitation is being issued by the Company and the enhancementis intended to be mailed on or about ________________, 2023 to all holders of our Common Stock as of the valuerecord date. We are not holding a special meeting of stockholders in connection with the Proposal described herein. The Consent Solicitation Statement on the following pages describes the matters presented to stockholders herein.
The Board requests that you sign, date and return your investment. As your Chairman
and President, I wantConsent included as Annex A to express my appreciation for your confidence and
support.
the Consent Solicitation Statement in the enclosed envelope (or via telephone or the Internet) as soon as possible, but preferably not later than July 31, 2023.
Very truly yours,
Allan L. Goldstein, Chairman, President and Chief
Executive Officer
ALPHA 1 BIOMEDICALS, INC.
3 Bethesda Metro Center, Suite 700
Bethesda, Maryland 20814
(301) 961-1992
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 15, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Alpha 1
Biomedicals, Inc. will be held as follows:
TIME................................. 10:00 a.m. local time
DATE................................. Friday, December 15, 2000
PLACE................................ Hyatt Regency Bethesda, 7400 Wisconsin Avenue, Bethesda,
Maryland 20814
ITEMS OF BUSINESS.................... (1) To elect three directors, each for a term expiring at next year's
annual meeting of stockholders.
(2) To approve a proposed amendment to the Company's certificate of
incorporation to change the Company's name from "Alpha 1
Biomedicals, Inc." to "RegeneRx Biopharmaceuticals, Inc."
(3) To approve a proposed amendment to the Company's certificate of
incorporation to increase the number of shares of common stock
authorized for issuance from 20,000,000 to 100,000,000.
(4) To approve the Company's 2000 Stock Option and Incentive Plan.
(5) To ratify the appointment of Reznick Fedder & Silverman, P.C. as
the Company's independent auditors for the fiscal year ending
December 31, 2000.
(6) To transact any other business that may properly come before the
meeting and any adjournment or postponement of the meeting.
RECORD DATE.......................... Holders of record of the Company's common stock at the close of
business on October 23, 2000 will be entitled to vote at the meeting
or any adjournment of the meeting.
ANNUAL REPORT........................ The Company's Annual Report to Stockholders is enclosed.
PROXY VOTING......................... It is important that your shares be represented and voted at the
meeting. You can vote your shares by returning the enclosed proxy
card in the enclosed envelope. Regardless of the number of
shares you own, your vote is very important. Please act today.
BY ORDER OF THE BOARD OF DIRECTORS
ALLAN L. GOLDSTEIN
Ph.D.
Chairman of the Board
Bethesda,
RegeneRx Biopharmaceuticals, Inc. | 15245 Shady Grove Road, Suite 470, Rockville, MD 20850
PHONE 301.208.9191 | FAX 301.208.9194 | WEB www.regenerx.com
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REGENERX BIOPHARMACEUTICALS, INC.
15245 Shady Grove Road, Suite 470
Rockville, Maryland November 1, 2000
ALPHA 1 BIOMEDICALS, INC.
3 Bethesda Metro Center, Suite 700
Bethesda,20850
(301) 208-9191
NOTICE OF CONSENT SOLICITATION
Dear Stockholder:
We hereby notify you that we are seeking the written consents of stockholders holding a majority of our outstanding Common Stock as of June 12, 2023, acting in lieu of a special meeting of stockholders, to authorize and approve the following proposal:
To amend our Certificate of Incorporation, in its current form, to effect a reverse split in the number of outstanding shares of Common Stock in the range of 1-for-70 to 1-for-100, as determined by our Board of Directors at a later date.
Subject to the final decision of the Board of Directors to proceed, we intend to file a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State to effectuate the proposed reverse stock split immediately upon receipt of properly executed required consents from the holders of a majority of our outstanding Common Stock.
Our Board of Directors has fixed June 12, 2023 as the record date for holders of our Common Stock who will be entitled to participate in this consent solicitation and provide consents. This Notice of Consent Solicitation is being issued by the Company and is intended to be mailed on or about ________________, 2023 to all holders of our Common Stock as of the record date. We are not holding a special meeting of stockholders in connection with the Proposal described herein. The Consent Solicitation Statement on the following pages describes the matters presented to stockholders herein.
The Board requests that you sign, date and return your Consent included as Annex A to the Consent Solicitation Statement in the enclosed envelope (or via telephone or the Internet) as soon as possible, but preferably not later than July 31, 2023.
By Order of the Board of Directors
Allan L. Goldstein, Ph.D.
Chairman of the Board
Rockville, Maryland 20814
(301) 961-1992
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PROXY
___________, 2023
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Subject to Completion, June 23, 2023
CONSENT SOLICITATION STATEMENT This Consent Solicitation Statement is being furnished to stockholders holding the outstanding shares of Common Stock of RegeneRx Biopharmaceuticals, Inc., a Delaware corporation, as of the June 12, 2023, record date fixed by our Board of Directors in connection with the solicitation by the
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ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 15, 2000
TABLE OF CONTENTS
PAGE
INTRODUCTION.................................................................................1
INFORMATION ABOUT THE ANNUAL MEETING.........................................................1
What purpose of the annual meeting?..........................................1
Who is entitled to vote?............................................................2
What if my shares are held in "street name" by a broker?............................2
How many shares must be present to hold the meeting?................................2
What if a quorum is not present at the meeting?.....................................2
How do I vote?......................................................................2
Can I change my vote after I submit my proxy?.......................................3
How does the Board of Directors recommend I vote on the proposals?..................3
What if I do not specify how my shares are to be voted?.............................3
Will any other business be conducted at the annual meeting?.........................3
How many votes are required to elect the director nominees?.........................3
What happens if a nominee is unable to stand for election?..........................4
How many votes are required to approve the other proposals?.........................4
How will abstentions be treated?....................................................4
How will broker non-votes be treated?...............................................4
STOCK OWNERSHIP..............................................................................4
Stock Ownership of Significant Stockholders, Directors and Executive Officers.......4
Section 16(a) Beneficial Ownership Reporting Compliance.............................6
PROPOSAL 1 - ELECTION OF DIRECTORS...........................................................6
Board of Directors' Meetings and Committees.........................................7
Directors' Compensation.............................................................7
Summary Compensation Table..........................................................8
Certain Transactions................................................................9
PROPOSAL 2 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE COMPANY'S NAME........................................................10
PROPOSAL 3 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK...................................10
PROPOSAL 4 - APPROVAL OF THE 2000 STOCK OPTION AND INCENTIVE PLAN............................12
i
PROPOSAL 5 - RATIFICATION OF APPOINTMENT OF AUDITORS........................................15
OTHER MATTERS...............................................................................16
ADDITIONAL INFORMATION......................................................................16
Proxy Solicitation Costs...........................................................16
Stockholder Proposals for 2001 Annual Meeting......................................16
ii
ALPHA 1 BIOMEDICALS, INC.
3 Bethesda Metro Center, Suite 700
Bethesda, Maryland 20814
(301) 564-4400
--------------------------------------------
PROXY STATEMENT
--------------------------------------------
INTRODUCTION
The Board of Directors of Alpha 1 Biomedicals, Inc. (the "Company") is
usingwritten consents from our stockholders. We are soliciting the consents in lieu of a special meeting of the stockholders to approve the following proposal:
To amend our Certificate of Incorporation, as amended to date, to effect a reverse split in the number of outstanding shares of Common Stock in the range of 1-for-70 to 1-for-100, as determined by our Board of Directors at a later date.
Approval of this proxy statementproposal requires the written consents of the holders of a majority of our outstanding shares of Common Stock. There are no rights of appraisal or similar rights of dissenters with respect to solicit proxiesthe proposed reverse stock split.
Subject to the final approval of our Board of Directors to proceed, we intend to file a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State to effectuate the proposed reverse stock split immediately upon receipt of properly executed required consents from the holders of a majority of our outstanding shares of Common Stock. A copy of the Company's
commonform of written consent to be executed by stockholders is annexed to this Consent Solicitation Statement as Annex A. A form of the amendment to be filed with the Delaware Secretary of State to implement the reverse stock for usesplit is included as Annex B to this Consent Solicitation Statement.
Under Section 228 of the Delaware General Corporations Law (“DGCL”), and in accordance with Article II, Section 2.10 of our Bylaws, any action required or permitted by the DGCL to be taken at an annual or special meeting of our stockholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the Company's upcoming Annual Meetingaction so taken, are signed by the holders of Stockholders.
The annualoutstanding stock having at least the voting power that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
We are sending this Consent Solicitation Statement to all of the holders of our Common Stock as of June 12, 2023, the record date. As of such date, (a) 149,096,610 shares of our Common Stock are issued and outstanding. Only stockholders of record of our Common Stock as of the record date will be held on December 15, 2000 at 10:00 a.m., local time,
at the Hyatt Regency Bethesda, located at 7400 Wisconsin Avenue, Bethesda,
Maryland 20814. At the annual meeting, stockholders will be askedentitled to vote on
five proposals: (1) the election of three directors of the Company, each to
servesubmit written consents for a term expiring at next year's annual meeting of stockholders; (2) the
approval of a proposed amendment to the Company's certificate of incorporation
to change the Company's name from "Alpha 1 Biomedicals, Inc." to "RegeneRx
Biopharmaceuticals, Inc."; (3) the approval of a proposed amendment to the
Company's certificate of incorporation to increase thesuch number of shares then held on the Proposal that is the subject of common stock authorizedthis Consent Solicitation. Consents signed by at least the holders of a majority of our outstanding shares of Common Stock are required in order to approve the Proposal set forth herein. To be counted towards the consents required for issuance from 20,000,000 to 100,000,000; (4) the approval of the Company's 2000 Stock Option and Incentive Plan; and (5)reverse stock split described herein, we must receive your consent before we otherwise receive consents from stockholders who together hold of a majority of our outstanding Common Stock. Accordingly, we would prefer to receive your consent by July 31, 2023. Under the ratificationDGCL, the failure to timely deliver a written consent will have the same effect as a vote against, or a withholding of the appointment of Reznick Fedder & Silverman, P.C. as the
Company's independent auditorsconsent for, the fiscal year ending December 31, 2000.
These proposals are describedProposal set forth herein.
In order to register your consent to the matters set forth herein, please return your signed and dated written consent in more detail below. Stockholdersthe enclosed envelope. You may also will
consider any other matters that may properly come beforeregister your consent by telephone or the annual meeting,
althoughInternet by following the instructions on Annex A.
Subject to the final approval of our Board of Directors, knowswe intend immediately following our receipt of executed written consents from the requisite number of our stockholders to effectuate the reverse stock split by filing the amendment to our Certificate of Incorporation with the Delaware Secretary of State.
You may revoke your written consent at any time prior to the time that we have received a sufficient number of consents to approve the Proposal set forth herein. A revocation may be in any written form validly signed and dated by you, as long as it clearly states that the consent previously given is no longer effective. The revocation should be sent to us at RegeneRx Biopharmaceuticals, Inc., 15245 Shady Grove Road, Suite 470, Rockville, Maryland 20850, Attention: Mr. J.J. Finkelstein.
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We will not file the amendment to our Certificate of Incorporation in the event that we fail to receive properly executed written consents from the requisite number of stockholders approving the proposed reverse stock split described herein.
We will pay the costs of soliciting these consents. In addition to soliciting consents by mail, our officers, directors and other businessregular employees, without additional compensation, may solicit consents personally, by facsimile, by e-mail or by other appropriate means. Banks, brokers, fiduciaries and other custodians and nominees who forward written consents soliciting materials to be presented.
By submitting your proxy, you authorize the Company's Board of Directors to
represent you and vote your shares at the annual meeting in accordance with your
instructions. The Board also may vote your shares to adjourn the annual meeting
from time to time andtheir principals will be authorizedreimbursed for their customary and reasonable out-of-pocket expenses.
Our executive offices are located at 15245 Shady Grove Road, Suite 470 Rockville, Maryland 20850 and our telephone number there is (301) 208-9191.
QUESTIONS AND ANSWERS ABOUT THESE CONSENT SOLICITATION MATERIALS
AND PROVIDING CONSENTS
Why did I receive in the mail a Notice of Internet Availability of Consent Solicitation Materials instead of a full set of consent solicitation materials?
We are pleased to vote your shares at any adjournments
or postponementstake advantage of the annual meeting.
The Company's Annual ReportSEC rule that allows companies to Stockholders forfurnish their proxy and consent solicitation materials over the fiscal year ended
December 31, 1999, which includesInternet. Accordingly, we have sent to our beneficial owners a Notice of Internet Availability of Consent Solicitation Materials. Instructions on how to access the Company's annual financial statements, is
enclosed. Althoughconsent solicitation materials over the Annual Report is being mailedInternet or to request a paper copy may be found in the Notice. Our stockholders with this
proxy statement, it does not constitutemay request to receive consent solicitation materials in printed form by mail or electronically on an ongoing basis. A stockholder’s election to receive consent solicitation materials by mail or electronically by email will remain in effect until the stockholder terminates its election.
Why did I receive a partfull set of consent solicitation materials in the mail instead of a Notice of Internet Availability of Consent Solicitation Materials?
We are providing paper copies of the proxyconsent solicitation materials instead of a Notice to our stockholders of record. If you are a beneficial owner or stockholder of record who received a paper copy of the consent solicitation materials, and is not incorporated into this proxy statement by reference.
This proxy statementyou would like to reduce the environmental impact and the accompanyingcosts incurred by us in mailing consent solicitation materials, are being mailedyou may elect to receive all future proxy and consent solicitation materials electronically via email or the Internet.
You can choose to receive our future proxy and consent solicitation materials electronically by visiting http://www.proxyvote.com. Your choice to receive proxy and consent solicitation materials electronically will remain in effect until you instruct us otherwise by following the instructions contained in your Notice and visiting http://www.proxyvote.com, sending an electronic mail message to sendmaterial@proxyvote.com, or calling 1-800-579-1639.
The SEC has enacted rules that permit us to make available to stockholders electronic versions of the consent solicitation materials even if the stockholder has not previously elected to receive the materials in this manner. We have chosen this option in connection with this consent solicitation for a proposed reverse stock split with respect to our beneficial owners and stockholders of record.
We intend to mail the Notice on or about November 1, 2000.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE VOTE PROMPTLY.
INFORMATION ABOUT THE ANNUAL MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the annual meeting,_____________, 2023 to all stockholders willof record that would be askedentitled to vote onas of June 12, 2023, the following
proposals:
Proposal 1. Election of three directors of the Company, each for a term
expiring at next year's annual meeting of stockholders;
Proposal 2. Approval of a proposed amendment to the Company's
certificate of incorporation to change the Company's name
from "Alpha 1 Biomedicals, Inc." to "RegeneRx
Biopharmaceuticals, Inc.;"
Proposal 3. Approval of a proposed amendment to the Company's
certificate of incorporation to increase the number of
shares of common stock authorized for issuance from
20,000,000 to 100,000,000;
Proposal 4. Approval of the Company's 2000 Stock Option and Incentive
Plan; and
Proposal 5. Ratification of the appointment of Reznick Fedder &
Silverman, P.C. as the Company's independent auditors for
the fiscal year ending December 31, 2000.
Stockholders also will act on any other business that may properly come before
the annual meeting. Members of our management team will be present at the
meeting to respond to your questions.
WHO IS ENTITLED TO VOTE?
The record date for the meeting is October 23, 2000. set by our Board of Directors.
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Who can provide consents?
Only stockholders of record at the close of business on thatJune 12, 2023, the record date areset by our Board of Directors, will be entitled to notice of andprovide a consent to vote at the annual meeting. The only class ofproposed reverse stock entitled to be voted at the
annual meeting is the Company's common stock. Each outstanding share of common
stock is entitled to one vote for all matters before the annual meeting. At the
close of business on thesplit. On this record date, there were 19,477,429149,096,610 shares of common
stock outstanding.
WHAT IF MY SHARES ARE HELD IN "STREET NAME" BY A BROKER?
Common Stock outstanding and entitled to provide consents.
Stockholder of Record: Shares Registered in Your Name
If, on June 12, 2023, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust, then you are held in "street name"a stockholder of record. As a stockholder of record, you may directly provide your consent to the proposed reverse stock split by a broker,signing, dating and returning the enclosed consent form on Annex A, or you may provide your broker is
required to vote your sharesconsent over the Internet or by telephone in accordance with the instructions on Annex A.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on June 12, 2023, your instructions. Ifshares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you do not
give instructionsare the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of providing a consent on your behalf. As a beneficial owner, you have the right to direct your broker or other agent regarding how to provide your broker will nevertheless be entitled to
vote your sharesconsent with respect to "discretionary" items, butthe shares in your account. However, since you are not the stockholder of record, you may not provide your consent directly to the Company.
What am I being asked to provide a consent on?
There is only one matter for we seek your consent, which is to approve an amendment to our Certificate of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-70 and not greater than 1-for-100, with the exact ratio and effective time of the reverse stock split to be determined by the Board of Directors at any time after receiving the requisite number of consents from stockholders of the Company.
Will there be a stockholder meeting to consider the reverse stock split proposal as set forth in this Consent Solicitation Statement?
No. We will not behold a meeting of stockholders. We are incorporated in the State of Delaware. In accordance with Section 228 of the Delaware General Corporation Law and Article II, Section 2.10 of our Bylaws, our stockholders are permitted to votetake action without a meeting if the votes represented by consents in writing, that would be necessary to authorize or approve the proposed reverse stock split set forth in this Consent Solicitation Statement, represent at least a majority of our outstanding Common Stock.
How do I provide a consent?
You may either consent “For” the proposed reverse stock split proposal or you may “Withhold” your shares with respectconsent for it or abstain from providing any consent. The procedures for providing a consent are fairly simple:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, there are three ways to "non-discretionary" items. Inprovide your consent:
n by Telephone—You can provide your consent by telephone by calling 1-800-690-6903 and following the caseinstructions on Annex A to this Consent Solicitation Statement;
n by Internet—You can provide your consent over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or on Annex A hereto; or
n by Mail—You can provide your consent by mail by signing, dating and mailing the consent form, which you may have received by mail.
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Telephone and Internet consent facilities for stockholders of non-discretionary items, your sharesrecord will be treated as "broker
non-votes." Proposal 4 is expected to be consideredavailable 24 hours a "non-discretionary" item.
All other proposals are expected to be considered "discretionary items."
HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?
A quorum must be present at the annual meeting for any business to be
conducted. The presence at the annual meeting, in person or by proxy, ofday and will close after we receive consents from the holders of a majority of theour outstanding shares of common stock outstanding on the record
date will constitute a quorum. Proxies received but marked as abstentionsCommon Stock, or broker non-votes will be includedsooner if we determine to abandon or delay further solicitation of consents.
Beneficial Owner: Shares Registered in the calculationName of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing instructions from that organization rather than from us on how to provide your consent. Simply follow the instructions in the Notice to ensure that your consent is counted.
Can I provide a consent with respect to my shares by filling out and returning the Notice of Internet Availability of Consent Solicitation Materials?
No. The Notice identifies the item that is the subject of the number of shares
considered to be present atconsent solicitation, but you cannot provide your consent by marking the annual meeting.
WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING?
If a quorum is not present at the scheduled time of the annual meeting, the
stockholders who are represented may adjourn the annual meeting until a quorum
is present. The timeNotice and place of the adjourned meeting will be announced at the
time the adjournment is taken. An adjournment will have no effect on the
business that may be conducted at the annual meeting.
HOW DO I VOTE?
1. YOU MAY VOTE BY PROXY.returning it. If you properly complete andwould like a paper consent form, you should follow the instructions in the Notice. The paper consent form you receive will also provide instructions as to how to provide your consent via the Internet or telephone. Alternatively, you can mark the paper consent form with how you would like to provide your consent with respect to your shares, sign the accompanying proxy cardform and return it in the enclosed envelope itprovided.
How many votes do I have?
On each matter to be voted upon by written consent, you have one vote for each share of Common Stock you owned on the record date, June 12, 2023.
What if I return a consent form or otherwise provide a consent but do not make a specific choice?
If you return a signed and dated consent form or otherwise provide a consent without marking your selection, you will be voted
in accordancetreated as having provided consent with your instructions. Ifrespect to all of your shares “FOR” the reverse stock split proposal. However, if you are held in "street name"
withthe beneficial owner of your shares through a bank, broker or some other third party, youbank and provide no instructions to them about how to provide your consent, they will not have the discretion to provide a consent on your behalf and your failure to provide instructions will constitute a withholding or rejection of consent to the proposal herein.
Who is paying for this consent solicitation?
We will pay for the entire cost of soliciting consents from stockholders. In addition to these consent solicitation materials, our directors and employees may also may be able to submit
your proxy votesolicit consents in person, by telephone or viaby other means of communication. Directors and employees will not be paid any additional compensation for soliciting consents. We may also reimburse brokerage firms, banks and other agents for the internet. Check your proxy cardcost of forwarding consent solicitation materials to seebeneficial owners.
What does it mean if voting by telephone and/or the internet is available to you.
2. YOU MAY VOTE IN PERSON AT THE ANNUAL MEETING. I receive more than one Notice?
If you plan to attend the
annual meeting and wish to vote in person, we will give you a ballot at the
annual meeting. Note, however, that ifreceive more than one Notice, your shares are heldmay be registered in "street name"more than one name or in different accounts. Please follow the instructions on each Notice to ensure that you provide a consent with respect to all of your shares.
Can I change my consent after submitting my consent form or revoke my consent?
Yes. You can revoke your consent at any time before we receive consents, including yours, from the holders of a bank, broker or some other third party,majority of our outstanding shares of Common Stock. If you will need to obtain a proxy
fromare the record holder of your shares, indicatingyou may revoke your consent in any one of the following ways:
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Your most current consent form or telephone or Internet consent is the one that is counted.
If your shares are held by your broker or bank as a nominee or agent, you must follow the instructions provided by your broker or bank.
How are consents counted?
Consents will be counted by the Company and its legal counsel.
What are “broker non-votes”?
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote (or in situations like our case, on how to provide, or withhold, consent) on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of thosethe shares on October 23, 2000,is entitled to give instructions regarding the record date for voting at
2
the annual meeting. You are encouraged to vote by proxy priorconsent to the annual
meeting even if you plan to attendbroker or nominee holding the annual meeting.
CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?
Yes, you may revoke your proxy and change yourshares. If the beneficial owner does not provide instructions, the broker or nominee can still vote at any time before(or provide a consent for) the polls close at the annual meeting by:
o submitting another proxy with a later date;
o giving written notice of the revocation of your proxy to the Company's
Secretary prior to the annual meeting; or
o voting in person at the annual meeting. Your proxy will not be
automatically revoked by your mere attendance at the annual meeting;
you must actually vote at the annual meeting to revoke a prior proxy.
HOW DOES THE BOARD OF DIRECTORS RECOMMEND I VOTE ON THE PROPOSALS?
Your Board recommends that you vote:
o FOR election of the three nominees named in this proxy statement to
the Board of Directors;
o FOR approval of the proposed amendment to the Company's certificate of
incorporation to change the Company's name from "Alpha 1 Biomedicals,
Inc." to "RegeneRx Biopharmaceuticals, Inc.";
o FOR approval of the proposed amendment to the Company's certificate of
incorporation to increase the number of shares of common stock
authorized for issuance from 20,000,000 to 100,000,000;
o FOR approval of the Company's 2000 Stock Option and Incentive Plan;
and
o FOR ratification of the appointment of Reznick Fedder & Silverman,
P.C. as the Company's independent auditors for the fiscal year ending
December 31, 2000.
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
If you submit an executed proxy but do not indicate any voting
instructions, your shares will be voted:
o FOR election of the three nominees named in this proxy statement to
the Board of Directors; and
o FOR each of the other proposals.
WILL ANY OTHER BUSINESS BE CONDUCTED AT THE ANNUAL MEETING?
The Board of Directors knows of no other business that will be presented at
the annual meeting. If, however, any other proposal properly comes before the
stockholders for a vote at the annual meeting, the Board of Directors, as holder
of your proxy, will vote your shares in accordance with its best judgment.
HOW MANY VOTES ARE REQUIRED TO ELECT THE DIRECTOR NOMINEES?
The affirmative vote of a plurality of the votes cast at the annual meeting
by the holders of shares present in person or by proxy at the annual meeting and
entitled to vote is required to elect the three nominees named in this proxy
statement as directors. This means that the three nominees will be elected if
they receive more affirmative votes than any other persons nominated for
election. No persons have been nominated for election other than the three
nominees named in this proxy statement. If you vote "Withheld" with respect to the election of one or more nominees, your shares willmatters that are considered to be “routine,” but not be voted with respect to “non-routine” matters. Our reverse stock split proposal is “non-routine” and thus a broker cannot provide a consent on your behalf without your instructions. Accordingly, your failure to provide instructions will constitute a withholding or rejection of consent to the person or persons indicated, although such shares will be counted for
purposes of determining whether there is a quorum.
WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR ELECTION?
If a nominee is unableproposal herein.
How many consents are needed to stand for election,approve the Board of Directors may
either reduce the number of directors to be elected (if the Board first amends
the Company's Bylaws to permit the reduction) or select a substitute nominee.
3
If a substitute nominee is selected, the Board of Directors, as holder of your
proxy, will vote your shares for the substitute nominee unless you have withheld
authority to vote for the nominee replaced.
HOW MANY VOTES ARE REQUIRED TO APPROVE THE OTHER PROPOSALS?
The proposals to amend the Company's certificate of incorporation to change
the Company's name and to increase the number of shares of commonreverse stock authorized for issuance must each be approved by the affirmative vote of a
majority of the outstanding shares of common stock. split proposal?
Approval of the 2000 Stock
Option and Incentive Plan and the ratificationamendment to our Certificate of the appointment of auditors
each require the affirmative vote of a majority of the votes cast by the holders
of shares present at the annual meeting in person or by proxy and entitled to
vote on the matter. Approval of the 2000 Stock Option and Incentive Plan is
conditioned upon approval of the proposal to increase the number of authorized
shares. Therefore, if the proposal to increase the number of authorized shares
is not approved, then the proposal to approve the 2000 Stock Option and
Incentive Plan will be deemed not to have been approved. This is because the
remaining number of shares of common stock currently authorized for issuance is
not sufficient to allow for the grant of options under the 2000 Stock Option and
Incentive Plan.
HOW WILL ABSTENTIONS BE TREATED?
If you abstain from voting, your shares will still be included for purposes
of determining whether a quorum is present. Because directors will be elected by
a plurality of the votes cast by the holders of shares present in person or by
proxy at the annual meeting, abstaining is not offered as a voting option for
Proposal 1. If you abstain from voting on any other proposal, your shares will
be included in the number of shares voting on the proposal and, consequently,
your abstention will have the effect of a vote against the proposal.
HOW WILL BROKER NON-VOTES BE TREATED?
Shares treated as broker non-votes on one or more proposals will be
included for purposes of calculating the presence of a quorum but will not be
counted as votes cast or treated as shares entitled to vote. Consequently,
broker non-votes will have the effect of votes against Proposals 2 and 3 (name
change and authorized shares increase) and no effect on any of the other
proposals.
STOCK OWNERSHIP
STOCK OWNERSHIP OF SIGNIFICANT STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
The following table shows, as of October 23, 2000, the beneficial ownership
of the Company's common stock by:
o any persons or entities known by management to beneficially own more
than five percent of the outstanding shares of Company common stock;
o each director of the Company; and
o all of the executive officers and directors of the Company as a group.
4
The persons named in the following table have sole voting and dispositive
powers for all shares of common stock shown as beneficially owned by them,
subject to community property laws where applicable and except as indicated in
the footnotes to the table.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Shares of common stock subject to
outstanding options, warrants or other rights to acquire held by a person that
are currently exercisable or exercisable within 60 days after October 23, 2000
are included in the number of shares beneficially owned by the person and deemed
outstanding shares for purposes of calculating the person's percentage
ownership. These shares are not, however, deemed outstanding for the purpose of
computing the percentage ownership of any other person. As of October 23, 2000,
there were 19,477,429 shares of Company common stock outstanding.
Percent of
Beneficial Common Stock
Name of Beneficial Owner Ownership Outstanding
- ----------------------------------------------------------------- ----------------------- -------------------
Roger H. Samet 997,050(1) 5.04%
254 East 68th Street, #29B
New York, NY 10021
J. J. Finkelstein 1,875,000(2) 9.63
Richard J. Hindin 1,885,000(2) 9.68
Sidney J. Silver 1,875,000(2) 9.63
Allan L. Goldstein, Chairman, President and Chief 2,342,491(2)(3) 12.03
Executive Officer
Michael L. Berman, 89,450(4) 0.46
Former Chief Executive Officer
Joseph C. McNay, Director 792,000(5) 4.03
Albert Rosenfeld, Director, Secretary and Treasurer 25,100(6) 0.13
All executive officers and directors as a group (3 persons) 3,159,591(7) 16.06
- ----------
(1) As reported by Mr. Samet on Amendment No. One to a Schedule 13D filed with
the SEC on February 24, 1999. Mr. Samet reported sole voting and
dispositive powers as to all shares listed. Included among the shares
listed are 292,050 shares which Mr. Samet has the right to acquire pursuant
to Class D warrants issued to him by the Company. Mr. Samet's address is
254 East 68th Street, #29B, New York, NY 10021.
(2) The address for Dr. Goldstein and Mr. Finkelstein is c/o Alpha 1
Biomedicals, Inc., 3 Bethesda Metro Center, Suite 700, Bethesda, Maryland
20814.The address for Mr. Silver is c/o Silver, Freedman & Taff, L.L.P.,
1100 New York Avenue, N.W., Washington, D.C. 20005. The address for Mr.
Hindin is 407 Chain Bridge Road, McLean, Virginia 22101.
(3) Consists of (i) 2,156,079 shares owned directly by Dr. Goldstein over which
he has sole voting and dispositive powers; and (ii) 93,206 shares held by
Dr. Goldstein's wife with respect to which Dr. Goldstein shares voting and
dispositive powers.
(4) Consists of (i) 68,000 shares directly owned by Dr. Berman over which he
has sole voting and dispositive powers; and (ii) 21,450 shares which Dr.
Berman has the right to acquire pursuant to the exercise of Class D
warrants. The address for Dr. Berman is c/o Alpha 1 Biomedicals, Inc., 3
Bethesda Metro Center, Suite 700, Bethesda, Maryland 20814.
(5) Consists of (i) 612,000 shares owned directly by Mr. McNay over which he
has sole voting and dispositive powers; (ii) 15,000 shares which Mr. McNay
has the right to acquire through the exercise of stock options that are
currently exercisable; and (iii) 165,000 shares which Mr. McNay has the
right to acquire pursuant to the exercise of Class D warrants. The address
for Mr. McNay is c/o Alpha 1 Biomedicals, Inc., 3 Bethesda Metro Center,
Suite 700, Bethesda, Maryland 20814.
5
(6) Consists of (i) 10,100 shares owned directly by Mr. Rosenfeld over which he
has sole voting and dispositive powers; and (ii) 15,000 shares which Mr.
Rosenfeld has the right to acquire through the exercise of stock options
that are currently exercisable. The address for Mr. Rosenfeld is c/o Alpha
1 Biomedicals, Inc., 3 Bethesda Metro Center, Suite 700, Bethesda, Maryland
20814.
(7) Consists of (i) 2,871,385 shares owned directly by all directors and
executive officers of the Company as a group; (ii) 30,000 shares which all
directors and executive officers as a group have the right to acquire
through the exercise of stock options that are currently exercisable; (iii)
93,206 shares owned by family members of all directors and executive
officers as a group; and (iv) 165,000 shares which all directors and
executive officers as a group have the right to acquire pursuant to the
exercise of Class D warrants. Does not include shares held by Dr. Berman,
the Company's former Chief Executive Officer.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of the Company's common stock, to report to the SEC their initial ownership
of the Company's common stock and any subsequent changes in that ownership.
Specific due dates for these reports have been established by the SEC and the
Company isIncorporation required to disclose in this proxy statement any late filings or
failures to file.
Toeffect the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1999, all
Section 16(a) filing requirements applicable to the Company's executive officers
and directors during 1999 were met except for the inadvertent failure to report
on Form 5 one transaction by Dr. Goldstein.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Company's Board of Directors consists of three directors. Directors are
elected annually to serve one-year terms.
The three individuals listed below each have been nominated for election as
a director at the annual meeting, to hold office until the next annual meeting
of stockholders and until his successor is elected and qualified. Each nominee
has consented to being named in this proxy statement and has agreed to serve if
elected. If a nominee is unable to stand for election, the Board of Directors
may either reduce the number of directors to be elected (if it first amends the
Company's Bylaws to permit the reduction) or select a substitute nominee. If a
substitute nominee is selected, the Board of Directors, as holder of your proxy,
will vote your shares for the substitute nominee, unless you have withheld
authority to vote for the nominee replaced.
The affirmative vote of a plurality of the votes cast at the annual meeting
by the holders of shares present in person or by proxy at the annual meeting is
required to elect the nominees named below as directors. YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES.
The following table sets forth, with respect to each nominee, his name and
age, the year in which he first became a director of the Company, and his
principal occupation and business experience during the past five years.
Nominee, Year First Principal Occupation and
Became Director of Company Age Business Experience
- -------------------------------- ------ ------------------------------------------------------------------------
Allan Goldstein, 1982 62 Chairman of the Board of the Company since 1982; Chief Executive
Officer of the Companyproposed reverse stock split must receive “FOR” consents from 1982 to 1986, and 1999 to present; Chief
Scientific Advisor of the Company from 1982 to present; Professor
and Chairman of Department of Biochemistry and Molecular Biology
at The George Washington University School of Medicine and Health
Sciences from 1978 to present.
Joseph C. McNay, 1987 66 Chairman and Director of Essex Investment Management Company,
Inc., a registered investment advisor, from 1976 to present; Director of
Softech, Inc. and MPSI System, Inc.
6
Nominee, Year First Principal Occupation and
Became Director of Company Age Business Experience
- -------------------------------- ------ ------------------------------------------------------------------------
Albert Rosenfeld, 1982 79 Secretary - Treasurer of the Company from 1999 to present;
Consultant on Future Programs for March of Dimes Birth Defect
Foundation from 1973 to present; Adjunct Professor, Department of
Human Biological Chemistry and Genetics at University of Texas
Medical Branch, from 1974 to 1998; frequent author and lecturer on
scientific matters.
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Company's Board of Directors met once in fiscal 1999. Each director
attended this meeting. During fiscal 1999, no director of the Company attended
fewer than 75% of the aggregate of the total number of Board meetings and the
total number of meetings held by the committees of the Board of Directors on
which he served. The Board of Directors of the Company has standing Audit,
Compensation and Stock Option committees.
The Audit Committee seeks to ensure that appropriate audits of the Company
are conducted. In carrying out this responsibility, the Audit Committee meets
regularly with management and representatives of the Company's independent
auditors and reviews the scope of internal and external audit activities and the
results of the annual audit. The independent auditors have direct access to the
Audit Committee to discuss the results of their examination, the adequacy of the
internal accounting controls and the integrity of financial reporting. The
members of the Audit Committee are Directors McNay and Rosenfeld.. The Audit
Committee did not meet during fiscal 1999.
The Compensation Committee is responsible for the determination of
compensation paid to executive officers. The members of the Compensation
Committee are Directors McNay and Rosenfeld. The Compensation Committee did not
meet in fiscal 1999.
The Stock Option Committee is responsible for administering the Company's
stock option plans and in this capacity approves stock option grants. Each
director is a member of the Stock Option Committee. The Stock Option Committee
did not meet in fiscal 1999.
The entire Board of Directors of the Company acts as the Nominating
Committee for selecting nominees for election to the Board. The Nominating
Committee generally meets once per year to make nominations. While the
Nominating Committee will consider nominees recommended by stockholders, the
Nominating Committee has not actively solicited such nominations. Pursuant to
the Company's bylaws, nominations for election as directors by stockholders at
an annual meeting must be made in writing and delivered to the Company's
Secretary not less than 14 days nor more than 120 days prior to the date of the
meeting. If, however, notice of the meeting is given to stockholders less than
21 days prior to the meeting, the nominations must be received by the close of
business on the seventh day following the day on which notice of the meeting was
mailed to stockholders.
DIRECTORS' COMPENSATION
Prior to the Company's suspension of operations in 1998, non-employee
directors (Directors McNay and Rosenfeld) were each paid an annual fee of $5,000
and a fee of $1,250 for each meeting attended in person, and were reimbursed for
expenses incurred in attending Board meetings. Upon the suspension of
operations, the Company discontinued paying director fees. It is uncertain when
the Company will reinstitute the payment of director fees. Each of Directors
McNay and Rosenfeld are owed director fees earned prior to the suspension of
operations amounting to $13,916. It is uncertain when these amounts will be paid
and whether these amounts will be paid with interest.
7
SUMMARY COMPENSATION TABLE
The following table summarizes for the years indicated the compensation
paid by the Company to each person who served as the Company's Chief Executive
Officer during 1999. No other executive officer of the Company earned a salary
and bonus for 1999 in excess of $100,000.
Long Term
Annual Compensation Compensation Awards
--------------------------------------------- -----------------------
Other Restricted
Annual Stock All Other
Fiscal Compensation Award Options Compen-
Name and Principal Position Year Salary Bonus ($)(2) ($) (#) sation
--------------------------- ---- ---------- ----- ------------ ---------- --------- ---------
Allan L. Goldstein, President and 1999 --- --- --- --- 1,875,000 ---
Chief Executive Officer(1) 1998 --- --- --- --- --- ---
1997 --- --- --- --- 455,121 ---
Michael L. Berman 1999 $ 22,816 --- --- --- --- ---
Former Chief Executive Officer 1998 104,617 --- --- --- --- ---
1997 149,820 --- --- --- 682,682 $2,960
- -----------------
(1) Dr. Goldstein was appointed Chief Executive Officer upon the resignation of
Dr. Berman in July 1999.
(2) Neither Dr. Goldstein nor Dr. Berman received personal benefits or
perquisites which exceeded the lesser of $50,000 or 10% of his salary and
bonus.
The following table sets forth certain information concerning grants of
stock options to Drs. Goldstein and Berman during fiscal 1999.
===============================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
-------------------------------------------------------------------
Number of % of Total
Shares Options
Underlying Granted to Per Share
Options Employees in Exercise Expiration
Granted Fiscal Year Price Date
- -----------------------------------------------------------------------------------------------
Allan L. Goldstein 1,875,000 100% $0.04 08/15/09
Michael L. Berman --- --- --- ---
===============================================================================================
8
The following table provides information as to the value of the stock
options held by Drs. Goldstein and Berman as of December 31, 1999 and the values
realized by them upon the exercise of stock options during fiscal 1999.
===================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
- -------------------------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
---------------------------- ------------------------------
Shares
Name Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (#) (#) ($) ($)
- -------------------------------------------------------------------------------------------------------------------
Allan L. Goldstein --- $--- 1,875,000 --- $---(1) $---
Michael L. Berman --- --- --- --- --- ---
===================================================================================================================
(1) An option is in-the-money if the exercise price of the option is less than
the market value of the stock underlying the option. None of Dr. Goldstein's
options were in-the-money as of December 31, 1999.
CERTAIN TRANSACTIONS
LOAN TO DR. GOLDSTEIN. In May 1994, the Company extended a loan in the
amount of $149,000 to Dr. Goldstein for the purpose of enabling Dr. Goldstein to
meet a margin call on a brokerage account collateralized by Company common stock
at a time when the Board of Directors concluded that it would be contrary to the
best interests of the Company for Dr. Goldstein to sell the shares. The loan was
unsecured and had an interest rate equal to the prime rate, with all principal
and interest due on the December 31, 1994 maturity date. The loan was repaid on
January 1, 1995, in part with the proceeds of a second loan to Dr. Goldstein
from the Company in the amount of $115,617 that was unsecured. The second loan
has an interest rate of 11.5% and was to be repaid in 36 equal monthly
installments.
In February 1996, the terms of the second loan were amended to provide for
the suspension of installment payments for 12 months, but with interest
continuing to accrue. In March 1997 and December 1997, the terms of the loan
were further amended to suspend installment payments an additional nine and
twelve months, respectively, with interest continuing to accrue. The Company
suspended operations in 1998 and principal and interest payments by Dr.
Goldstein ceased during and subsequent to the suspension of operations. As of
December 31, 1999, the balance owed by Dr. Goldstein was $69,674. In July 2000,
the Company agreed to waive all prior and subsequent interest during and after
suspension of the Company's operations and approved a payment plan for the
$69,674 owed by Dr. Goldstein to the Company in 36 equal monthly installments of
$1,935.38. In August 2000, the Company agreed to pay Dr. Goldstein a consulting
fee of $5,000 per month, $3,000 of which is paid in cash and the remaining
$2,000 of which is retained by the Company and applied toward repayment of the
loan.
CONSULTING AGREEMENT. On August 16, 1999, the Company entered into an
agreement with Dr. Goldstein, J.J. Finkelstein, Richard J. Hindin and Sidney J.
Silver to serve as financial and business consultants to the Company and manage
the Company's affairs on a short-term basis. This agreement was executed
following suspension of the Company's operating activities due to insufficient
funds. The agreement calls for the consultants to prepare a business plan
specifying a proposed business strategy for the Company and evaluate financing
and recapitalization proposals. The agreement also calls for the consultants to,
among other things: work with the Company's creditors to eliminate or
restructure its debts; work with governmental agencies to ensure regulatory
compliance and allow continuation of the
9
Company's business; recruit necessary management for the Company; and negotiate
with companies interested in licensing or other business and financial
relationships with the Company.
In consideration for services provided to the Company, each of the
consultants was granted an option to purchase 1,875,000 shares of Company common
stock at an exercise price of $.04 per share. In February 2000, each consultant
exercised his option in full. The Company accepted from each consultant as
payment of the $75,000 exercise price a note payable to the Company in the
amount of $75,000, accruing interest at 6.09% per annum and payable quarterly
for 36 months. The notes are secured by the shares of Company common stock
issued upon exercise of the options. Mr. Finkelstein, who is responsible for
performing the day-to-day functions of the Company, also receives a monthly fee
of $8,000. In addition, as noted above, Dr. Goldstein is paid a consulting fee
of $5,000 per month.
PROPOSAL 2 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE COMPANY'S NAME
The corporate name of the Company is currently "Alpha 1 Biomedicals, Inc."
This name reflects what had been the Company's primary business focus for most
of its history, namely, the commercialization of Thymosin alpha 1, a 28 amino
acid peptide shown to regulate the immune system in animal models. The Company
recently significantly reduced its commercial development efforts in this area
by selling all rights and interests it had in Thymosin alpha 1 in a series of
transactions. The Company's current primary business focus is the
commercialization of Thymosin beta 4, a 43 amino acid peptide. The Company is
concentrating its efforts on the use of Thymosin beta 4 for the treatment of
non-healing wounds and similar medical problems through more rapid repair and
the regeneration of tissue. To better reflect the Company's current primary
business focus, the Board of Directors recommends to the stockholders for their
approval at the annual meeting an amendment to the Company's certificate of
incorporation to change the Company's name from "Alpha 1 Biomedicals, Inc." to
"RegeneRx Biopharmaceuticals, Inc."
If the amendment is adopted, the first section of the Company's certificate
of incorporation would be amended to read as follows:
"1. NAME. The name of the corporation is RegeneRx Biopharmaceuticals, Inc."
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the outstanding shares of Company commonCommon Stock. If you “ABSTAIN” from providing a consent, it will have the same effect as a withholding or rejection of consent to the proposal herein. Similarly, broker non-votes will have the same legal effect as a withholding or rejection of consent to the proposal herein.
How can I find out the results of the consent solicitation?
Final consent results will be published in a Current Report on Form 8-K, which we will file within four business days after receiving the requisite number of consents.
THE REVERSE STOCK SPLIT PROPOSAL
General
We are asking stockholders to adopt and approve a proposed amendment to our Certificate of Incorporation to effect the proposed reverse stock is required for approvalsplit. Our Board of Directors has unanimously approved and declared advisable the proposed amendment and recommends that our stockholders adopt and approve it. The following description of the proposed amendment is a summary and is subject to change the Company's name.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
PROPOSAL 3 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
On August 10, 2000,its full text, which is attached to this Consent Solicitation Statement as Annex B.
If stockholders approve this proposal, the Board of Directors approved aplans to cause the amendment to be filed promptly with the Delaware Secretary of State and effect the reverse stock split. The reverse stock split could become effective as soon as the business day immediately following our receipt of the requisite number of stockholder consents. The Board of Directors also may determine in its discretion not to effect the reverse stock split and not to file the amendment, such as if we receive an influx of capital into the Company, which we currently do not expect. No further action on the part of stockholders will be required to either implement or abandon the reverse stock split.
| -8- |
The proposed amendment, if effected, will effect a reverse stock split of the outstanding shares of our Common Stock at a reverse stock split ratio in the range of 1-for-70to 1-for-100, as determined by our Board of Directors at a later date. As of June 12, 2023, the record date for our consent solicitation, 149,096,610 shares of our Common Stock were issued and outstanding. Based on such number of shares of our Common Stock issued and outstanding, immediately following the effectiveness of the reverse stock split (and without giving any effect to the Company's certificatepayment of incorporationcash in lieu of fractional shares), we will have, depending on the reverse stock split ratio selected by our Board of Directors, issued and outstanding shares of Common Stock as illustrated in the table under the caption “—Effects of the Reverse Stock Split — Effect on Shares of Common Stock.” The proposed amendment will not result in a reduction of the total number of shares of our Common Stock that we are authorized to increaseissue by a corresponding ratio, and, as a result, the number of authorized shares of common stockCommon Stock available for issuance will increase. See “—Effects of the Company from 20,000,000 to 100,000,000.
Stockholders are being asked to approve this proposed amendment atReverse Stock Split —Effect on Shares of Common Stock” for the annual
meeting.
The Company's certificate of incorporation currently authorizes the
issuance of an aggregate of 20,000,000 shares of common stock and 1,000,000
shares of preferred stock. As of October 23, 2000, 19,477,429 shares of the
common stock were issued and outstanding, leaving only 522,571shares available
for issuance. This is an insufficient number of shares of Common Stock authorized but not outstanding or reserved that will remain available for issuance immediately following the effectiveness of the reverse stock split. All holders of our Common Stock will be affected proportionately by the reverse stock split.
We will not issue any fractional shares of Common Stock as a result of the reverse stock split. Instead, any stockholder who would have been entitled to coverreceive a fractional share as a result of the shares
underlyingreverse stock split will receive cash payments in lieu of such fractional shares. Each common stockholder will hold the same percentage of the outstanding warrantsCommon Stock immediately following the reverse stock split as that stockholder did immediately prior to purchase the Company'sreverse stock split, except to the extent that the reverse stock split results in stockholders receiving cash in lieu of fractional shares. The par value of our common stock (of
which there are 1,326,666, with exercise prices ranging from $.10will continue to $.13be $0.001 per share). If the amendment is not approved, eachshare (see “—Effects of the four consultants has
agreed to permitReverse Stock Split — Reduction in Stated Capital”).
Reasons for the Company to repurchase from them sharesReverse Stock Split
As previously reported in our Report on Form 10-Q, at a priceMarch 31, 2023, we had only $101,557 of $.04
per share (the exercise pricecash remaining. Those funds have been further depleted since that date. However, in June 2023, we raised $175,000 of the options granted to the consultantscapital pursuant to the consulting agreementoffer and exercised by them in February 2000), onsale of convertible promissory notes to three of our board members and a pro
rata basis, sufficient in numberconsultant. We continue to allowattempt to raise additional capital to continue our business operations. We now believe that curtailment of our operations and ceasing of our SEC public reporting, temporarily or permanently, is imminently required, as the new funds are merely adequate to finance our professional and other fees associated with this consent solicitation statement.
Under the Securities Exchange Act of 1934, as amended, and its rules and regulations, our lack of capital does not constitute an excuse for failing to file periodic reports with the U.S. Securities and Exchange Commission, including Forms 10-K, 10-Q and 8-K. However, we expect to run out of resources to pay for the exerciseongoing legal, accounting and other professional assistance we require to prepare and file these reports. Given our current situation, the only way to properly terminate or suspend our legal obligations to continue to file these SEC reports is to take action to reduce the number of holders of record of our Common Stock to below 500 persons, which would then make us eligible to file a Form 15 with the SEC to terminate or suspend our reporting obligations. As of June 12, 2023, the record date we have set, we had 591 holders of record of our Common Stock.
In this light, our Board of Directors has determined that it is appropriate to combine our shares of Common Stock within a range of 1-for-70 to 1-for-100, as determined by the Board of Directors at a later date, in order to reduce the number of shares of Common Stock outstanding to a level where, after cashing out fractional shares held by our stockholders, we would have fewer than 500 stockholders of record.
If we do not receive the requisite consents from our stockholders to effect the proposed reverse stock split, we nevertheless anticipate ceasing to file any warrants
soughtfurther SEC reports due to lack of capital to fund their preparation and filing. However, we would still be legally obliged to make such filings, which could subject us to sanctions by the SEC for failure to comply with its rules and regulations. Hence, we believe the better course of action for us and our stockholders is to properly terminate or suspend our reporting obligations by reducing the number of stockholders of record to fewer than 500 persons.
| -9- |
In many cases, companies conduct reverse stock splits with the intention, absent other factors, to increase the per share trading price of its stock. In our case, however, we expect that – regardless of whether we receive stockholder approval to proceed with the reverse stock split – our inability to pay for continued SEC filings and the continued listing fees for the OTC marketplace will likely lead to ultimate delisting of our Common Stock from the OTC marketplace, which we expect to adversely affect the price of our Common Stock and the ability of stockholders to buy and sell our shares.
Of course, our Board of Directors reserves the right to select the timing of the reverse stock split, or to abandon it, including if we are able to raise significant additional capital to continue our business operations. However, we do not currently foresee raising a requisite amount of additional capital in a timely fashion.
Certain Risks and Potential Disadvantages Associated with the Reverse Stock Split
In addition to the potential described above for our stock price to further decline and the ability of our stockholders to trade their shares to be exercised.adversely impacted, the reverse stock split has further risks and potential disadvantages associated with it.
Stockholders with only fractional shares will be forced out of our company.
As of June 12, 2023, the record date our Board of Directors has set for determining the stockholders eligible to provide consents with respect to the reverse stock split proposal, we had 591 stockholders of record and many additional stockholders who own our Common Stock in “street name” through a broker-dealer or otherwise. If effected, the reverse stock split will reduce not only the number of our record holders of Common Stock, but will also cause the beneficial ownership of “street name” holders with fewer shares than the reverse split ratio to be reduced to a fractional amount, which would then be redeemed back for cash.
For example, if the reverse split ratio was 1-for-100 shares, a stockholder of record or a beneficial “street name” holder with 99 or fewer shares would have such stockholder’s interest reduced to a fraction of a share and would be cashed out., This effect would then preclude any such investors from holding our Common Stock for future growth, if any, and as further discussed below, may trigger a taxable event to stockholders on the redemption of their equity with us.
The proposed reverse stock split will likely decrease the liquidity of our Common Stock and result in higher transaction costs.
The liquidity of our Common Stock likely may be negatively impacted by the reverse stock split, given the reduced number of shares that would be outstanding after the reverse stock split, particularly if the per share trading price does not increase as a result of the reverse stock split. In addition, if the amendmentreverse stock split is not approved,implemented, it will increase the proposal to approve the Company's 2000 Stock Option and Incentive Plan (Proposal
4) will be deemed not to have been approved. Nonumber of our stockholders who own “odd lots” of fewer than 100 shares of preferredCommon Stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of Common Stock.
Potential Anti-Takeover Effect
The reverse stock are
outstanding.
10
In addition to ensuring there are a sufficient numbersplit would result in an increased proportion of unissued authorized shares to coverissued shares, which could have possible anti-takeover effects and could be used by us to oppose a hostile takeover attempt or to delay or prevent changes in our control or management (for example, by permitting issuances that would dilute the Company's outstanding stock options and warrants,ownership of a person seeking to effect a change in the amendment will give
the Company greater flexibility in its financial affairs by making 75 million
additional sharescomposition of common stock available for issuance by the Company in such
transactions and at such times as the Board of Directors considers appropriate,
whetheror contemplating a tender offer or other transaction for the combination of us with another company). These authorized but unissued shares could (within the limits imposed by applicable law) be issued in publicone or private offerings, as stock splitsmore transactions that could make a change of control of us more difficult, and therefore more unlikely, or dividendsused to resist or in
connection with mergers and acquisitions or otherwise. The Company's
stockholders may or may not be given the opportunity to vote on suchfrustrate a third-party transaction depending on the naturethat is favored by a majority of the transaction, applicable law and the
judgment of the Company'sindependent stockholders. For example, without further stockholder approval, our Board of Directors regardingcould (within the submissionlimits imposed by applicable law) strategically sell shares of theCommon Stock in a private transaction to purchasers who would oppose a votetakeover or favor our then current Board of Directors, or the Company's stockholders. The Company has no present
plans or agreementsshares could be available for the issuance of the proposed additional shares of common
stock.
The additional shares of common stock authorized forpotential issuance pursuant to the proposed amendment will have all of thea shareholder rights and privileges which the
presently outstanding shares of common stock possess; the increase inplan. The additional authorized
shares will not affect the terms, or rights of holders, of existing shares of
common stock. All outstanding shares would continue to have one vote per share
on all matters to be voted on by the shareholders, including the election of
directors. Holders of common stock have no preemptive or conversion rights and
are not subject to further calls or assessments by the Company. Because
stockholders do not have preemptive rights, the interests of existing
stockholders may (depending on the particular circumstances in which additional
capital stock is issued) be diluted by any issuance of the proposed additional
shares of common stock.
It is possible that additional shares of common stock could be issued for
the purpose of making an acquisition by an unwanted suitor of a controlling
interest in the Company more difficult, time-consuming or costly or to otherwise
discourage an attempt to acquire control of the Company. Under such
circumstances, the availability of authorized and unissued shares may make it
more difficult for stockholders of the Company to obtain a premium for their
shares. These authorized and unissued shares could be used to creatediscourage persons from attempting to gain control of us by diluting the voting power of shares then outstanding or other impedimentsincreasing the voting power of persons that would support the Board of Directors in a potential takeover situation, including by preventing or delaying a proposed business combination that is opposed by the Board of Directors although perceived to frustrate a personbe desirable by some stockholders. The issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or other entityvoting rights of persons seeking to cause such removal. Despite these possible anti-takeover effects, our reverse stock split proposal has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt or any effort of which we are aware to accumulate our stock or to obtain control of the Companyour company by means of a merger, tender offer, proxy contestsolicitation in opposition to management or other means. For instance,otherwise (nor is our Board of Directors currently aware of any such attempts directed at us). Nevertheless, stockholders should be aware that approval of this proposal could facilitate future efforts by us to deter or prevent changes in our control, including transactions in which the stockholders might otherwise receive a premium for their shares couldover then current market prices.
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Effective Time
The effective time of the reverse stock split (the “Effective Time”), if approved by stockholders and implemented by us, will be privately placed with purchasers who
might cooperatethe date and time set forth in the Certificate of Amendment that is filed with the Company'sDelaware Secretary of State. We currently expect to make such filing promptly following receipt of the requisite number of consents from our stockholders to approve the amendment. The Effective Time could occur as soon as the business day immediately following receipt of the requisite consents. However, the exact timing of the filing of the amendment will be determined by our Board of Directors based on its evaluation as to when such action will be the most advantageous to us and our stockholders.
If, at any time prior to the filing of the Certificate of Amendment with the Delaware Secretary of State, notwithstanding stockholder approval, and without further action by the stockholders, the Board of Directors, in opposing an attempt by
a third partyits sole discretion, determines to gain controldelay the filing of the Company by votingCertificate of Amendment or abandon the reverse stock split, the reverse stock split may be delayed or abandoned.
Fractional Shares
Stockholders will not receive fractional shares against the
transactionof Common Stock in connection with the third partyreverse stock split. Instead, the transfer agent will aggregate all fractional shares belonging to stockholders (whether of record or couldholding their shares in “street name”) and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders of record who would otherwise be usedentitled to dilutereceive a fractional share as a result of the reverse stock ownership
or voting rightssplit. We expect that the transfer agent will conduct the requisite sales in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of our Common Stock. After the transfer agent’s completion of such sales, stockholders who would have been entitled to a person or entity seekingfractional share will instead receive a cash payment in an amount equal to their respective pro rata portion of the total proceeds of that sale, net of any brokerage costs incurred to sell such stock.
Stockholders will not be entitled to receive interest for the period of time between the Effective Time and the date payment is made for their fractional share interest. You should also be aware that, under the escheat laws of certain jurisdictions, sums due for fractional interests that are not timely claimed after the funds are made available may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to obtain controlthe funds directly from the state to which they were paid.
If you believe that you may not hold sufficient shares of our Common Stock at the Effective Time to receive at least one share in the reverse stock split and you want to continue to hold our Common Stock after the reverse stock split, you may do so by either:
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• purchasing a sufficient number of shares of our Common Stock; or
• if you have shares of our Common Stock in more than one account, consolidating your accounts;
in each case, so that you hold a number of shares of our Common Stock in your account prior to the reverse stock split that would entitle you to receive at least one share of Common Stock in the reverse stock split. Shares of our Common Stock held in registered form and shares of our Common Stock held in “street name” (that is, through a broker, bank or other holder of record) for the same stockholder will be considered held in separate accounts and will not be aggregated when effecting the reverse stock split.
Effects of the Company.
AlthoughReverse Stock Split
General
After the Company'seffective date of the reverse stock split, if implemented by the Board of Directors, does not currently anticipate
issuing additionaleach stockholder will own a reduced number of shares of common stock for purposes of preventing a takeoverCommon Stock. The principal effect of the Company,reverse stock split will be to proportionately decrease the Company'snumber of outstanding shares of our Common Stock based on the reverse stock split ratio selected by our Board of Directors.
Voting rights and other rights of the holders of our Common Stock will not be affected by the reverse stock split, other than as a result of the treatment of fractional shares as described above. For example, a holder of 2% of the voting power of the outstanding shares of our Common Stock immediately prior to the effectiveness of the reverse stock split will generally continue to hold 2% (assuming there is no impact as a result of the payment of cash in lieu of issuing fractional shares) of the voting power of the outstanding shares of our Common Stock after the reverse stock split. The number of stockholders of record will be affected by the reverse stock split to the extent any are cashed out as a result of holding fractional shares. If approved and implemented, the reverse stock split may result in some stockholders owning “odd lots” of less than 100 shares of our Common Stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares. Our Board of Directors reserves its right (consistent
with its fiduciary responsibilities)believes, however, that these potential effects are outweighed by the benefits of the reverse stock split in allowing us to issue shares for that purpose.
Ifterminate or suspend our SEC reporting obligations.
Because the proposed amendment is adopted,does not result in a reduction in the first sentence of the fourth
section of the Company's certificate of incorporation would be amended to read
as follows:
"4. AUTHORIZED CAPITAL STOCK. The total number of shares of capitalCommon Stock that we are authorized to issue, the implementation of the reverse stock split will have the effect of increasing the number of available authorized shares of Common Stock. The resulting increase in such availability in the authorized number of shares of Common Stock could have a number of effects on our stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. Because holders of our Common Stock have no preemptive rights to purchase or subscribe for any of our unissued Common Stock, the future issuance of additional shares of authorized Common Stock that will become newly available as a result of the implementation of the reverse stock split will reduce the current stockholders’ percentage ownership interest in the total outstanding shares of our Common Stock.
Effect on Shares of Common Stock
The following table contains approximate information, based on share information as of June 12, 2023, relating to our outstanding Common Stock based on reverse stock split ratios within the proposed range and information regarding our authorized shares assuming that the proposal is approved and the reverse stock split is implemented:
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| Reverse Split | No. of Shares of Common Stock Outstanding Prior | No. of Shares of Common Stock Issued and Outstanding After Reverse Stock Split | No. of Shares of Common Stock Authorized for Issuance Prior to Reverse Stock Split | No. of Shares of Common Stock Authorized for Issuance After Reverse Stock Split | ||||
| 1-for-70 | 149,096,610 | 2,129,951 | 300,000,000 | 300,000,000 | ||||
| 1-for-80 | 149,096,610 | 1,861,707 | 300,000,000 | 300,000,000 | ||||
| 1-for-90 | 149,096,610 | 1,656,629 | 300,000,000 | 300,000,000 | ||||
| 1-for-100 | 149,096,610 | 1,490,966 | 300,000,000 | 300,000,000 |
After the effective date of the reverse stock split that our Board of Directors elects to implement, our Common Stock would have a new committee on uniform securities identification procedures, or CUSIP number, a number used to identify our Common Stock.
Effect on Par Value
The proposed amendments to our Certificate of Incorporation will not affect the par value of our common stock, which will remain at $0.001.
Reduction in Stated Capital
As a result of the Corporation shall havereverse stock split, upon the authorityEffective Time, the stated capital on our balance sheet attributable to issue is One Hundred One
Million (101,000,000) shares divided into two classes ofour Common Stock, which One Million
(1,000,000) sharesconsists of the par value of $.001 per share shall be designated
Preferredof our Common Stock and One Hundred Million (100,000,000)multiplied by the aggregate number of shares of our Common Stock issued and outstanding, will be reduced in proportion to the par valuesize of $.001 perthe reverse stock split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.
Effect on Our Stock Plans and Outstanding Warrants
At March 31, 2023, we had 12,860,000 shares subject to stock options outstanding under our stock incentive plan and an additional 25,287,738 shares subject to warrants currently outstanding. If the reverse stock split is effected, we expect the number of shares available for issuance under the stock plan, as well as the number of shares subject to any outstanding award under the stock plan or number of shares subject to an outstanding warrant, and the exercise price, grant price or purchase price relating to any such award under the stock plan or outstanding warrant, will be proportionately adjusted to reflect the reverse stock split. We will also determine the treatment of fractional shares subject to stock options under the stock plan or subject to outstanding warrants and will effect any other changes necessary, desirable or appropriate to give effect to the reverse stock split, including any applicable technical, conforming changes to our stock plan or the warrants.
Specifically, we expect to adjust the number of shares subject to awards under the stock plan, and the number of shares subject to outstanding warrants, in each case to equal the product of the number of shares subject to the applicable award or warrant immediately prior to the reverse stock split multiplied by the reverse stock split ratio (rounded to the nearest whole share shall(in the case of stock options or warrants, down to the nearest whole share)) and that the exercise price of any stock option or warrant will be designatedadjusted to equal the quotient of the number of shares subject to the applicable stock option or warrant immediately prior to the reverse stock split divided by the reverse stock split ratio (rounded up to the nearest whole cent).
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Shares Held in Book-Entry and Through a Broker, Bank, or Other Holder of Record
If you hold registered shares of our Common Stock."
VOTE REQUIRED FOR APPROVAL
The affirmative voteStock in a book-entry form, you do not need to take any action to receive your post-reverse stock split shares of our Common Stock in registered book-entry form or your cash payment in lieu of fractional shares, if applicable. If you are entitled to post-reverse stock split shares of our Common Stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our Common Stock you hold. In addition, if you are entitled to a payment of cash in lieu of fractional shares, a check will be mailed to you at your registered address as soon as practicable after the Effective Time. By signing and cashing this check, you will warrant that you owned the shares of our Common Stock for which you received a cash payment.
At the Effective Time, we intend to treat stockholders holding shares of our Common Stock in “street name” (that is, through a broker, bank or other holder of record) in the same manner as registered stockholders whose shares of our Common Stock are registered in their names. Brokers, banks or other holders of record will be instructed to effect the reverse stock split for their beneficial holders holding shares of our Common Stock in “street name”; however, these brokers, banks or other holders of record may apply their own specific procedures for processing the reverse stock split. If you hold your shares of our Common Stock with a broker, bank or other holder of record, and you have any questions in this regard, we encourage you to contact your holder of record.
Consents Required
Under Delaware law, we require consents from the holders of a majority of the outstanding shares of Company common stock is required for approval of the proposed amendment to
increase the number of authorized shares of common stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
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PROPOSAL 4 - APPROVAL OF THE 2000 STOCK OPTION AND INCENTIVE PLAN
PURPOSE
The purpose of the 2000Common Stock Option and Incentive Plan is to promote the
long-term interests of the Company and its stockholders by attracting and
retaining directors, officers, employees, consultants and advisors and
motivating these persons to exert their best efforts on behalf of the Company.
In furtherance of these objectives, the Company's Board of Directors has
adopted the Stock Option Plan, subject to approval by the stockholders at the
annual meeting. If Proposal 3, the proposed amendment to the Company's
certificate of incorporation to increase the number of authorized shares, is not
approved, then the proposal to approve the Stock Option Planreverse stock split. Because our proposal requires a majority of the outstanding shares, an abstention with respect to the reverse stock split Proposal or a “broker non-vote” will be deemedhave the same effect as a vote AGAINST or a withholding of consent from the proposal.
No Appraisal Rights
Under the Delaware law, stockholders are not entitled to have been approved. This is becausedissenters’ rights or appraisal rights with respect to the remaining numberreverse stock split described in this proposal, and we will not independently provide our stockholders with any such rights.
Interest of shares currently
authorized for issuanceCertain Persons in Matters to Be Acted Upon
No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the reverse stock split that is not sufficient to allow forshared by all of our other stockholders.
Certain U.S. Federal Income Tax Consequences of the exercise of options
granted under theReverse Stock Option Plan.
ASplit
The following discussion is a general summary of certain U.S. federal income tax consequences of the reverse stock split that may be relevant to holders of our Common Stock Option Plan is set forth below.that hold such stock as a capital asset for U.S. federal income tax purposes (generally, property held for investment). This summary is however, qualified by and subject tobased upon the more complete information set forth in
the Stock Option Plan, a copy of which is attached to this proxy statement as
Appendix A.
ADMINISTRATION OF THE STOCK OPTION PLAN
The Stock Option Plan will be administered by a committee comprised of
either each member of the Board of Directors or two or more members of the Board
of Directors appointed by the Board of Directors, each of whom must be an
"outside director," as defined in Section 162(m)provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, administrative rulings and judicial decisions as of the date hereof, all of which may change, possibly with retroactive effect, resulting in U.S. federal income tax consequences that may differ from those discussed below.
This discussion applies only to holders that are U.S. Holders (as defined below) and does not address all aspects of federal income taxation that may be relevant to such holders in light of their particular circumstances or to holders that may be subject to special tax rules, including: (i) holders subject to the alternative minimum tax; (ii) banks, insurance companies or other financial institutions; (iii) tax-exempt organizations; (iv) dealers in securities or commodities; (v) regulated investment companies or real estate investment trusts; (vi) partnerships (or other flow-through entities for U.S. federal income tax purposes and their partners or members); (vii) traders in securities that elect to use a "non-employee director,"mark-to-market method of accounting for their securities holdings; (viii) U.S. Holders (as defined below) whose “functional currency” is not the U.S. dollar; (ix) persons holding our Common Stock as defineda position in Rule 16b-3a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; (x) persons who acquire shares of our Common Stock in connection with employment or other performance of services; or (xi) U.S. expatriates. If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our Common Stock, the tax treatment of a holder that is a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership.
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We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding the U.S. federal income tax consequences of the reverse stock split and there can be no assurance that the IRS will not challenge the statements and conclusions set forth below or a court would not sustain any such challenge. The following summary does not address any U.S. state or local or any foreign tax consequences, any estate, gift or other non-U.S. federal income tax consequences, or the Medicare tax on net investment income.
EACH HOLDER OF COMMON STOCK SHOULD CONSULT SUCH HOLDER’S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH HOLDER.
For purposes of the discussion below, a “U.S. Holder” is a beneficial owner of shares of our Common Stock that for U.S. federal income tax purposes is: (1) an individual citizen or resident of the United States; (2) a corporation (including any entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the Securities Exchange Act of 1934, as amended. The Committee will:
o select persons to receive options from among the eligible
participants;
o determine the number of shares underlying options granted to
participants;
o set the terms, conditions and provisionslaws of the options consistent
withUnited States, any state or political subdivision thereof; (3) an estate the termsincome of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust, if (i) a court within the Stock Option Plan; and
o establish rules forUnited States is able to exercise primary supervision over the administration of the Stock Option Plan.
The Committee hastrust and one or more U.S. persons have the powerauthority to interpret the Stock Option Plan and to makecontrol all other determinations necessary or advisable for its administration.
In granting options under the Stock Option Plan, the Committee will
consider, among other factors, the valuesubstantial decisions of the individual's servicestrust, or (ii) the trust has a valid election in effect to be treated as a U.S. person.
The reverse stock split is intended to be treated as a “recapitalization” for U.S. federal income tax purposes. As a result, a U.S. Holder generally should not recognize gain or loss upon the reverse stock split, except with respect to cash received in lieu of a fractional share of our Common Stock, as discussed below. A U.S. Holder’s aggregate tax basis in the shares of our Common Stock received pursuant to the Company, andreverse stock split should equal the added responsibilities of such individual being in the service
of a public company.
NUMBER OF SHARES THAT MAY BE AWARDED
Under the Stock Option Plan, the Committee may grant options for an
aggregate of 1,000,000 shares of Company common stock. This amount represented
approximately 5.13 percenttax basis of the shares issuedof our Common Stock surrendered (excluding any portion of such basis that is allocated to any fractional share of our Common Stock), and outstanding as of October
23, 2000. The Stock Option Plan also provides that no person may be granted
options for more than 100,000 shares during any calendar year.
The 1,000,000such U.S. Holder’s holding period in the shares of Company common stock availableour Common Stock received should include the holding period in the shares of our Common Stock surrendered. Treasury regulations promulgated under the Stock
Option Plan are subject to adjustment inCode provide detailed rules for allocating the event of certain changes in the
Company's capitalization, such as changes resulting from stock dividendstax basis and stock splits. As described in greater detail below, the total number of shares
reserved for issuance under the Stock Option Plan may increase over time as a
resultholding period of the "reload" feature contained in the Stock Option Plan.
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Shares underlying options that expire or are terminated unexercised will be
available again for issuance under the Stock Option Plan.
The Stock Option Plan provides for the use of authorized but unissued
shares or treasury shares. Treasury shares are previously issued and outstanding
shares of Company common stock which are no longer outstanding as a result of
having been repurchased or otherwise reacquired by the Company.
RELOAD FEATURE
The number of shares available for options under theour Common Stock Option Plan may
be increased, from time to time and without stockholder approval, as a result of
the plan's "reload" provision. Under the "reload" provision, additional shares
may be added to the remaining shares available under the Stock Option Plan as
follows:
(i) shares repurchased by the Company, in the open market or otherwise,
with an aggregate price no greater than the cash proceeds received by
the Company from the exercise of options granted under the Stock
Option Plan; and
(ii) any shares of Company common stock surrendered to the Company in
payment of the exercise price of stock options granted under the Stock
Option Plan.
ELIGIBILITY TO RECEIVE AWARDS
The Committee may grant options to directors, officers, employees,
consultants and advisors of the Company. The Committee will select persons to
receive options among the eligible participants and determine the number of
shares underlying the options to be granted.
EXERCISE PRICE OF OPTIONS
Under the terms of the Stock Option Plan, the exercise price of an option
may not be less than the fair market value of the common stock on the date the
option is granted. In the case of an "incentive stock option" (explained below)
granted to a person who is the beneficial owner of more than ten percent of the
outstanding shares of Company common stock, the exercise price must not be less
than 110% of the fair market value of the common stock on the date of grant.
EXERCISABILITY OF OPTIONS AND OTHER TERMS AND CONDITIONS
Options under theour Common Stock Option Plan may not be exercised later than ten
years after the grant date. Subjectreceived pursuant to the limitations imposed by the Internal
Revenue Code, certain of the options granted under the Stock Option Plan may be
designated "incentivereverse stock options." Incentive stock options may not be
exercised later than ten years after the grant date, except that an incentive
stock option granted to a person who is the beneficial owner of more than ten
percent of the outstanding shares of Company common stock may not be exercised
later than five years after the grant date. Options which are not designated as
and do not otherwise qualify as incentive stock options are referred to as
"non-qualified stock options."
The Committee will determine the time or times at which a stock option may
be exercised in whole or in part and the method or methods by which, and the
form or forms in which, payment of the exercise price of the stock option may be
made. Unless otherwise determined by the Committee and set forth in the written
award agreement evidencing the grant of the stock option, upon termination of
service of the participant for any reason other than for cause, all stock
options then currently exercisable by the participant will remain exercisable
for the lesser of (i) three months following such termination of service and
(ii) the period of time until the expiration of the stock option by its terms.
Upon termination of service for cause, all stock options not previously
exercised will immediately be forfeited.
13
EFFECT OF CHANGE IN CONTROL
Under the Stock Option Plan, in the event of a change in control of the
Company, unless the Committee has provided otherwise in the award agreement
evidencing the grant of the option, all outstanding options granted under the
Stock Option Plan which are not fully vested will vest in full. A "change in
control" of the Company will be deemed to occur if any of the following events
arise: (1) any person or group becomes the beneficial owner of 50 percent or
more of the outstanding shares of Company common stock; (2) as a result of or in
connection with any cash tender offer, merger, sale of assets or contested
election, there is a change in a majority of the Company's Board of Directors;
or (3) the Company's stockholders approve an agreement providing either for a
transaction in which the Company will no longer be an independent publicly-owned
company or for a sale of all or nearly all of the Company's assets.
TRANSFERABILITY OF OPTIONS
An incentive stock option awarded under the Stock Option Plan may be
transferred only upon the death of the holder to whom it has been granted, by
will or the laws of inheritance. A non-qualified stock option may be transferred
during the lifetime of the person to whom it was granted pursuant to a qualified
domestic relations order or by gift to any member of the person's immediate
family or to a trust for the benefit of any member of the person's immediate
family.
EFFECT OF MERGER ON OPTION OR RIGHT
Upon a merger or other business combination of the Company in which it is
not the surviving entity (or in which it is the surviving entity, but where the
shares of Company common stock are converted into other securities, cash or
other property), the Stock Option Plan provides that each holder of an
outstanding option will have the right, after consummation of the transaction
and during the remaining term of the option, to receive upon exercise of the
option an amount equal to the excess of the fair market value on the date of
exercise of the securities or other consideration receivable in the transaction
in respect of a share of common stock over the exercise price of the option,
multiplied by the numbersplit. Holders of shares of common stock with respect to whichour Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the option is exercised. This amount may be payable fully in cash, fully in one or
moreallocation of the kind or kinds of property payable in the transaction, or partly in
cashtax basis and partly in one or moreholding period of such kind or kindsshares.
A U.S. Holder that receives cash in lieu of property, all in the
discretiona fractional share of the Committee.
AMENDMENT AND TERMINATION
Theour Common Stock Option Plan will remain in effect for a term of ten years, after
which no options may be granted. The Board of Directors may at any time amend,
suspend or terminate the Stock Option Plan or any portion of the Stock Option
Plan, except to the extent stockholder approval is necessary under any
applicable federal or state law or regulation or the rules of any stock exchange
or automated quotation system on which the Company's common stock may then be
listed or quoted. No amendment, suspension or termination of the plan, however,
may impair the rights of any participant, without his or her consent, in any
option grant made pursuant to the Stock Option Plan.
FEDERAL INCOME TAX CONSEQUENCES
Under current federal tax law, a non-qualifiedreverse stock option granted under
the Stock Option Plan will not result in any taxable income to the optionee at
the time of grant or any tax deduction to the Company. Upon the exercise of the
non-qualified stock option, the excess of the market value of the shares
acquired over their cost (i.e., the exercise price) is taxable to the optionee
as ordinary income and issplit should generally deductible by the Company. The optionee's
tax basis for the shares is the market value of the shares at the time of
exercise. Upon the sale of the shares, any appreciation in value of the shares
from the time of exercise will be recognized by the optionee as a capital gain;
thisrecognize capital gain will be a short-term capital gain (and taxed at ordinary
income rates) if the shares are sold within one year after the exercise and a
long-term capital gain if the shares are sold more than one year after exercise.
Neither the grant nor the exercise of an incentive stock option granted
under the Stock Option Plan will resultor loss in any federal tax consequences to
either the optionee or the Company. Except as described below, at the time the
optionee sells shares acquired pursuant to the exercise of an incentive stock
option, the excess of the sale price over the exercise price will qualify as a
long-term capital gain. If the optionee disposes of the shares within two years
of the date of grant or within one year of the date of exercise, an amount equal to the difference between the fair market valueamount of 14
on the date of exercise and the exercise price willour Common Stock surrendered that is allocated to such fractional share. Such capital gain or loss should generally be taxed as
ordinary income and the Company will be entitled to a deduction in the same
amount. The excess, if any, of the sale price over the fair market value at the
time of exercise will qualify as long-term capital gain or loss if the shares are soldU.S. Holder’s holding period for our Common Stock surrendered exceeded one year at the Effective Time.
| -15- |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our common stock as of June 15, 2023 by (i) each director; (ii) each named executive officer; (iii) all currently serving executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. The address for all directors and executive officers is c/o RegeneRx Biopharmaceuticals, Inc., 15245 Shady Grove Road, Suite 470, Rockville, MD 20850.
| Beneficial Ownership(1) | ||||||||
| Beneficial Owner | Number of Shares | Percent of Total | ||||||
| 5% Stockholders: | ||||||||
| Entities affiliated previously affiliated with Essetifin S.p.A., Via Sudafrica, 20, Rome, Italy 00144 | 55,271,189 | (2) | 33.0 | % | ||||
| GtreeBNT Co., Ltd. 22nd FL, Parkview Tower, 248 Jungjail-ro, Bundang-gu, Seongnam-si, Gyeonggi-do 463-863, Republic of Korea | 19,583,333 | (3) | 13.1 | % | ||||
| Named Executive Officers and Directors: | ||||||||
| J.J. Finkelstein | 4,538,795 | (4) | 3.0 | % | ||||
| Allan L. Goldstein | 3,602,569 | (5) | 2.4 | % | ||||
| Joseph C. McNay | 8,221,206 | (6) | 5.4 | % | ||||
| Mauro Bove | 1,339,554 | (7) | * | |||||
| R. Don Elsey | 1,509,872 | (8) | 1.0 | % | ||||
| Alessandro Noseda | 820,000 | (9) | * | |||||
| All directors and executive officers as a group (6 persons) | 20,031,996 | (10) | 12.5 | % | ||||
* Less than one year afterpercent.
(1) This table is based upon information supplied by officers, directors and principal stockholders. Unless otherwise indicated in the optionfootnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 149,096,610 shares of common stock outstanding on June 15, 2023, adjusted as required by rules promulgated by the Securities and Exchange Commission (the “SEC”).
(2) Consists of 2,625,000 shares of common stock held of record held by Aptafin S.p.A. and 1,125,000 upon the exercise of warrants, 34,989,080 shares of common stock held of record held by Essetifin S.p.A. (f/k/a Sigma-Tau Finanziaria, S.p.A.) (“Essetifin”), 9,446,920 shares of common stock issuable upon conversion of a convertible promissory note and 7,085,189 upon the exercise of warrants, in each case exercisable within 60 days of June 15, 2022. Paolo Cavazza and members of his family directly and indirectly own 38% of Essetifin. The beneficial ownership of Essetifin and its affiliates is exercised. If the optionee exercises an
incentive stock option more than three months after his or her termination of
employment, he or she generally is deemed to have exercised a non-qualified
stock option. The time frame within an incentive stock option may be exercised
following termination of employment is extended to one year if the termination
resultsderived from the death or disabilitySchedule 13D/A25 filed by Essetifin on July 2, 2021.
(3) Consists of the optionee.
VOTE REQUIRED FOR APPROVAL19,583,333 shares of common stock held of record by GtreeBNT which were acquired in two equity purchases in March 2014 and August 2014. The affirmative votebeneficial ownership of a majorityGtreeBNT is derived from its Schedule 13D/A filed on April 1, 2015.
(4) Consists of the votes cast1,769,241 shares of common stock held of record by the holdersMr. Finkelstein, 236,174 shares of common stock issuable upon conversion of convertible promissory notes, 233,174 shares present at the annual meetingof common stock issuable upon exercise of warrants and 2,300,000 shares of common stock issuable upon exercise of options, in person oreach case exercisable within 60 days of June 15, 2023.
(5) Consists of 1,601,543 shares of common stock held of record by proxyDr. Goldstein, 55,586 shares of common stock issuable upon conversion of convertible promissory notes, 135,440 shares of common stock issuable upon exercise of warrants and entitled to vote
is required to approve the Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
PROPOSAL 5 - RATIFICATION OF APPOINTMENT OF AUDITORS
PricewaterhouseCoopers LLP, the independent accounting firm that was
previously engaged as the principal accountant to audit the Company's financial
statements, was dismissed effective April 25, 2000. The audit reports issued1,810,000 shares of common stock issuable upon exercise of options, in each case exercisable within 60 days of June 15, 2023.
| -16- |
(6) Consists of 6,524,122 shares of common stock held of record by PricewaterhouseCoopers LLP for the years ended December 31, 1996Mr. McNay, 208,334 shares of common stock issuable upon conversion of convertible promissory notes, 156,250 shares of common stock issuable upon exercise of warrants and 1997
contained an explanatory paragraph expressing substantial doubt about the
ability1,332,500 shares of the Company to continue as a going concern. The changecommon stock issuable upon exercise of options, in accountants
was approved by the Company's Boardeach case exercisable within 60 days of Directors. During the Company's two most
recent fiscal yearsJune 15, 2023.
(7) Consists of 111,174 shares of common stock issuable upon conversion of convertible promissory notes, 83,380 shares of common stock issuable upon exercise of warrants and the subsequent interim period through April 25, 2000,
there were no disagreements between the Company1,145,000 shares of common stock issuable upon exercise of options, in each case exercisable within 60 days of June 15, 2023.
(8) Consists of 104,456 shares of common stock held of record, 41,666 shares of common stock issuable upon conversion of convertible promissory notes, 31,250 shares of common stock issuable upon exercise of warrants and PricewaterhouseCoopers LLP
on any matter1,332,500 shares of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfactioncommon stock issuable upon exercise of PricewaterhouseCoopers LLP, would have caused
PricewaterhouseCoopers LLP to make reference to the subject matteroptions, in each case exercisable within 60 days of the
disagreement or disagreementsJune 15, 2023.
(9) Consists of 820,000 shares of common stock issuable upon exercise of options within 60 days of June 15, 2023.
(10) Consists of 9,999,362 shares of common stock held of record, 652,934 shares of common stock issuable upon conversion of convertible promissory notes, 639,700 shares of common stock issuable upon exercise of warrants and 8,740,000 shares of common stock issuable upon exercise of options, in its report. Subsequent to March 6, 1998 there
were no reports issued by PricewaterhouseCoopers LLP.
Effective April 25, 2000, the Company engaged Reznick Fedder & Silverman
P.C. as its principal accountant to audit the Company's financial statements.
During the Company's two most recent fiscal years and subsequent interim periods
prior to the engagementeach case exercisable within 60 days of Reznick Fedder & Silverman, P.C., the Company did
not, nor did anyone on the Company's behalf, consult Reznick Fedder & Silverman,
P.C. regarding either (A) the application of accounting principles to a
specified completed or proposed transaction, or the type of audit opinion that
might be rendered on the Company's financial statements as to which a written
report or oral advice was provided to the Company that was an important factor
considered by the Company in reaching a decision as to an accounting, auditing
or financial reporting issue, or (B) any matter that was the subject of a
disagreement between the Company and PricewaterhouseCoopers LLP or an event
described in paragraph 304(a)(1)(v) of the SEC's Regulation S-K.
June 15, 2023.
CONSENT RECOMMENDATION
The Board of Directors has appointed Reznick Fedder & Silverman, P.C. as
principal accountant forrecommends that you provide your consent “FOR” the fiscal year ending December 31, 2000,reverse stock split proposal.
OTHER MATTERS
Where to Find Additional Information
At present, we are subject to the ratificationinformational requirements of the appointmentExchange Act and in accordance therewith, we file annual, quarterly and current reports and other information with the SEC. Such information may be accessed electronically by stockholders at the annual meeting. A
representative of Reznick Fedder & Silverman, P.C. is expected to attend the
annual meeting to respond to appropriate questions and will have an opportunity
to make a statement if he or she so desires.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majoritymeans of the votes cast bySEC’s home page on the holdersInternet at www.sec.gov. We are an electronic filer, and the SEC maintains an Internet site at www.sec.gov that contains the reports and other information we file electronically. Our website address is www.regenerx.com. Please note that our website address is provided as an inactive textual reference only. We make available free of shares present in personcharge, through our website, our annual report on Form 10-K, as amended, quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or by proxy atfurnished to the annual meeting and entitledSEC. The information provided on or accessible through our website is not part of this Consent Solicitation Statement. As noted above, we anticipate ceasing to vote
is required tofile reports with the SEC regardless of whether stockholders approve the ratificationreverse stock split proposal.
Cost of Consent Solicitation
We are paying the appointmentexpenses of Reznick Fedder &
Silverman, P.C. as the Company's independent auditors for the fiscal year ending
December 31, 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
15
OTHER MATTERS
The Board of Directors knows of no other business thatthis solicitation. We will be presented at
the annual meeting. If any other matter properly comes before the stockholders
for a vote at the annual meeting, the Board of Directors, as holder of your
proxy, will vote your shares in accordancealso make arrangements with its best judgment.
ADDITIONAL INFORMATION
PROXY SOLICITATION COSTS
The Company will pay the costs of soliciting proxies. The Company will
reimburse brokerage firmshouses and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxyto forward consent solicitation materials to the beneficial owners of stock held as of the Company's common stock.Record Date by such persons, and we will reimburse such persons for their reasonable out-of-pocket expenses in forwarding such consent solicitation materials. In addition to solicitation by mail, our directors, officers and other employees of the Company may solicit proxies
personallyconsents in person or by telephone, facsimile, telegraphemail or telephone, without additional
compensation.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
If you intend to presentother similar means.
| -17- |
ANNEX A
ACTION BY WRITTEN CONSENT
OF THE STOCKHOLDERS OF
REGENERX BIOPHARMACEUTICALS, INC.
This written consent is solicited by the Board of Directors of RegeneRx Biopharmaceuticals, Inc. The undersigned hereby revokes any consent or consents heretofore given.
The undersigned, being a stockholder proposal at next year's annual
meeting, your proposal must be received by the Company at its executive offices,
located at 3 Bethesda Metro Center, Suite 700, Bethesda, Maryland 20814, by
December 26, 2000 to be eligible for inclusion in the Company's proxy materials
for that meeting. Your proposal will be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as amended, and the
Company's certificate of incorporation and bylaws and Delaware law.
If you submit a proposal for presentation at next year's annual meeting
that is not intended for inclusion in the Company's proxy materials, or is
intended for inclusion but is properly excluded from the Company's proxy
materials, the persons named in the form of proxy sent by the Company to
stockholders will have the discretion to vote on your proposal in accordance
with their best judgment if your proposal is not received at the main office of
the Company by March 12, 2001.
16
ALPHA 1 BIOMEDICALS, INC.
2000 Stock Option and Incentive Plan
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, officers, employees, Consultants and
Advisors of the Corporation and its Affiliates and to motivate such persons to
exert their best efforts on behalf of the Corporation and its Affiliates.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Advisor" -- means an advisor retained by the Corporation or an Affiliate
who: (i) is a natural person; and (ii) provides bona fide services to the
Corporation or an Affiliate, which services are not in connection with the offer
or sale of securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the Corporation's securities.
"Affiliate" -- means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Sections 424(e) and (f),
respectively, of the Code.
"Board" -- means the board of directors of the Corporation.
"Cause" -- means Termination of Service by reason of personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties or gross negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Consultant" -- means a consultant retained by the Corporation or a
Affiliate who: (i) is a natural person; and (ii) provides bona fide services to
the Corporation or an Affiliate, which services are not in connection with the
offer or sale of securities in a capital-raising transaction, and do not
directly or indirectly promote or maintain a market for the Corporation's
securities.
"Corporation" -- means Alpha 1 Biomedicals,RegeneRx Biopharmaceuticals, Inc., a Delaware corporation and any successor thereto.
"Disability" -- has the meaning assigned to such term in Section 22(e)(3)(the “Company”), as of June 12, 2023, acknowledges receipt of the Code,Notice of Consent Solicitation dated _______________, 2023 and Consent Solicitation Statement (collectively, the “Consent Solicitation Statement”) and hereby consents (by checking the FOR box) or any successor provision.
"Incentive Stock Option" -- means an option to purchase Shares granted bywithholds consent (by checking the Committee which is intended to qualify as an incentive stock option under
Section 422(b) of the Code. Unless otherwise set forth in the Option Agreement,
any Option which does not qualify as an Incentive Stock Option for any reason
shall be deemed ab initio to be a Non-Qualified Stock Option.
"Market Value" -- means, on the date in question (or, if the date in
question is not a trading day, on the last trading day preceding the date in
question), the per share closing price of the Shares on the principal securities
exchange on which the Shares are listed (if the Shares are so listed),AGAINST or on the
Nasdaq Stock Market (if the Shares are listed on the Nasdaq Stock Market), or,
if not listed on a securities exchange or the Nasdaq Stock Market, the average
of the per share closing bid and ask prices of the Shares as reported on the OTC
Bulletin Board, or, if such bid and ask prices are not reported on the OTC
Bulletin Board, as reported by any nationally recognized quotation service
selected by the Committee, or, if no such price information is reported, the
fair market value on such date of a Share as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase Shares granted
by the Committee which does not qualify, for any reason, as an Incentive Stock
Option.
"Option" -- means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Option Agreement" -- means the agreement evidencing the grant of an Option
under the Plan.
"Participant" -- means any director, officer, employee, Consultant or
Advisor of the Corporation or any Affiliate who is selected to receive an Option
pursuant to Section 5.
"Plan" -- means this Alpha 1 Biomedicals, Inc. 2000 Stock Option and
Incentive Plan.
"Shares" -- means the shares of common stock of the Corporation.
"Termination of Service" -- means cessation of service, for any reason,
whether voluntary or involuntary, so that the affected individual is not either
(i) an employee of the Corporation or any Affiliate for purposes of an Incentive
Stock Option, or (ii) a director, officer, employee, Consultant or Advisor of
the Corporation or any Affiliate for purposes of a Non-Qualified Stock Option.
3. ADMINISTRATION. The Plan shall be administered by a Committee consisting
of either (i) each member of the Board, or (ii) two or more members of the Board
appointed by the Board, each of whom (A) shall be an "outside director," as
defined under Section 162(m) of the Code and the Treasury regulations
thereunder, and (B) shall be a "non-employee director," as defined under Rule
16b-3 under the Securities Exchange Act of 1934, as amended, or any similar or
successor provision. Except as limited by the express provisions of the Plan or
by resolutions adopted by the Board, the Committee shall have sole and complete
authority and discretion to (i) select Participants and grant Options; (ii)
determine the number of Shares to be subject to types of Options generally, as
well as to individual Options granted under the Plan; (iii) determine the terms
and conditions upon which Options shall be granted under the Plan; (iv)
prescribe the forms and terms of Option Agreements; (v) establish from time to
time regulations for the administration of the Plan; and (vi) interpret the Plan
and make all determinations deemed necessary or advisable for the administration
of the Plan.
2
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.
4. SHARES SUBJECT TO PLAN.
(a) Subject to adjustment by the operation of Section 6, the maximum number
of Shares with respect to which Options may be granted under the Plan is
1,000,000, plus (i) the number of Shares repurchased by the Corporation in the
open market or otherwise with an aggregate price no greater than the cash
proceeds received by the Corporation from the exercise of Options granted under
the Plan; plus (ii) any Shares surrendered to the Corporation in payment of the
exercise price of Options granted under the Plan. The Shares with respect to
which Options may be granted under the Plan may be either authorized and
unissued Shares or previously issued Shares reacquired and held as treasury
Shares. An Option which terminates shall not be considered to have been granted
under the Plan, and new Options may be granted under the Plan with respect to
the number of Shares as to which such termination has occurred.
(b) During any calendar year, no Participant may be granted Options under
the Plan with respect to more than 100,000 Shares, subject to adjustment as
provided in Section 6.
5. OPTIONS. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan and the
requirements of applicable law as the Committee shall determine:
(i) EXERCISE PRICE. The exercise price per Share for an Option shall be
determined by the Committee; provided, however, that such exercise price shall
not be less than 100% of the Market Value of a Share on the date of grant of
such Option; provided, further, that in the case of an Incentive Stock Option
granted to an individual who, at the time of grant, is the beneficial owner of
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation or any Affiliate (a "Ten Percent Owner"),
such exercise price shall not be less than 110% of the Market Value of a Share
on the date of grant of such Option.
(ii) OPTION TERM. The term of each Option shall be fixed by the Committee,
but shall be no greater than ten years in the case of a Non-Qualified Stock
Option, ten years in the case of an Incentive Stock Option granted to a
Participant who is not a Ten Percent Owner, and five years in the case of a
Incentive Stock Option granted to a Participant who is a Ten Percent Owner.
(iii) NUMBER OF SHARES AND TIME AND METHOD OF EXERCISE. The Committee shall
determine the number of Shares underlying each Option and the time or times at
which an Option may be exercised in whole or in part and the method or methods
by which, and the form or forms (including, without limitation, cash, Shares, or
any combination thereof, having a fair market value on the exercise date equal
to the relevant exercise price) in which, payment of the exercise price with
respect thereto may be made or deemed to have been made.
3
(iv) INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted by the
Committee only to employees of the Corporation or its Affiliates. No Incentive
Stock Option may be granted more than ten years after the effective date of the
Plan, as set forth in Section 14. The aggregate Market Value (determined as of
the time any Incentive Stock Option is granted) of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by a
Participant in any calendar year shall not exceed $100,000.
(v) TERMINATION OF SERVICE. Unless otherwise determined by the Committee
and set forth in the Option Agreement evidencing the grant of the Option, upon
Termination of Service of a Participant for any reason other than for Cause or
due to death or Disability, each Option granted to the Participant, to the
extent then exercisable, shall remain exercisable for the lesser of (A) three
months following such Termination of Service and (B) the period of time until
the expiration of the Option by its terms. Unless otherwise determined by the
Committee and set forth in the Option Agreement evidencing the grant of the
Option, upon Termination of Service of a Participant due to death or Disability,
each Option granted to the Participant, to the extent then exercisable, shall
remain exercisable for the lesser of (A) one year following such Termination of
Service and (B) the period of time until the expiration of the Option by its
terms. Upon Termination of Service of a Participant for Cause, each Option
granted to the Participant, to the extent not previously exercised, shall
immediately be forfeited.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Options may be granted under the Plan and the
number and class of shares underlying outstanding Options granted under the Plan
(as well as the exercise price of each such outstanding Option) shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Except as otherwise provided herein, any Option which is adjusted as
a result of this Section 6 shall be subject to the same terms and conditions as
the original Option.
7. EFFECT OF MERGER ON OPTIONS. In the case of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing corporation and which
does not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof), any
Participant to whom an Option has been granted shall have the additional right
(subject to the provisions of the Plan and any limitation applicable to such
Option), thereafter and during the term of each such Option, to receive upon
exercise of any such Option an amount equal to the excess of the fair market
value on the date of such exercise of the securities, cash or other property, or
combination thereof, receivable upon such merger, consolidation or combination
in respect of a Share over the exercise price of such Option, multiplied by the
number of Shares with respect to which such Option shall have been exercised.
Such amount may be payable fully in cash, fully in one or more of the kind or
kinds of property payable in such merger, consolidation or combination, or
partly in cash and partly in one or more of such kind or kinds of property, all
in the discretion of the Committee.
4
8. EFFECT OF CHANGE IN CONTROL. Each of the events specified in the
following clauses (i) through (iii) of this Section 8 shall be deemed a "change
in control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, shall become the
beneficial owner of shares of the Corporation with respect to which 50% or more
of the total number of votes for the election of the Board may be cast, (ii) as
a result of, or in connection with, any cash tender offer, merger or other
business combination, sale of assets or contested election, or combination of
the foregoing, the persons who were directors of the Corporation shall cease to
constitute a majority of the Board, or (iii) the stockholders of the Corporation
shall approve an agreement providing either for a transaction in which the
Corporation will cease to be an independent publicly-owned corporation or for a
sale or other disposition of all or substantially all the assets of the
Corporation. If a tender offer or exchange offer for Shares (other than such an
offer by the Corporation) is commenced, or if a change in control shall occur,
unless the Committee shall have otherwise provided in the Option Agreement, all
Options granted and not fully exercisable shall become exercisable in full upon
the happening of such event; provided, however, that no Option which has
previously been exercised or otherwise terminated shall become exercisable.
9. ASSIGNMENTS AND TRANSFERS. No Incentive Stock Option granted under the
Plan shall be transferable other than by will or the laws of descent and
distribution. A Non-Qualified Stock Option shall be transferable by will, the
laws of descent and distribution, a "domestic relations order," as defined in
Section 414(p)(1)(B) of the Code, or a gift to any member of the Participant's
immediate family or to a trust for the benefit of one or more of such immediate
family members. During the lifetime of an Option recipient, an Option shall be
exercisable only by the Option recipient unless it has been transferred as
permitted hereby, in which case it shall be exercisable only by such transferee.
For the purpose of this Section 9, a Participant's "immediate family" shall mean
the Participant's spouse, children and grandchildren.
10. CERTAIN RIGHTS UNDER THE PLAN. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant, and no director, officer, employee, Consultant, Advisor or other
person shall have any claim or right to be granted an Option under the Plan or
under any other incentive or similar plan of the Corporation or any Affiliate.
Neither the Plan nor any action taken hereunder shall be construed as giving any
employee, Consultant or Advisor any right to be retained in the employ of or as
a Consultant or Advisor to the Corporation or any Affiliate.
11. DELIVERY AND REGISTRATION OF STOCK. The Corporation's obligation to
deliver Shares with respect to an Option shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other federal,
state or local securities legislation. It may be provided that any
representation requirement shall become inoperative upon a registration of the
Shares or other action eliminating the necessity of such representation under
such Securities Act or other securities legislation. The Corporation shall not
be required to deliver any Shares under the Plan prior to (i) the admission of
such Shares to listing on any stock exchange on which Shares may then be listed
and (ii) the completion of such registration or other qualification of such
Shares under any state or federal law, rule or regulation, as the Committee
shall determine to be necessary or advisable.
5
12. WITHHOLDING TAX. Where a Participant or other person is entitled to
receive Shares pursuant to the exercise of an Option pursuant to the Plan, the
Corporation shall have the right to require the Participant or such other person
to pay the Corporation the amount of any taxes which the Corporation is required
to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld. All withholding decisions pursuant to this Section 12 shall be
at the sole discretion of the Committee or the Corporation.
13. AMENDMENT OR TERMINATION.
(a) The Board may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of shareholders or Participants, except that any such action
will be subjectABSTAIN box) to the approval of the Corporation's shareholders if, whenproposed reverse stock split:
| ¨CONSENT | ¨ CONSENT WITHHELD | ¨ ABSTAIN |
| (“FOR”) | (‘”AGAINST”) |
By signing and to the extent such shareholder approval is necessary or required for purposes of
any applicable federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Shares may then be listed or
quoted, or if the Board, in its discretion, determines to seek such shareholder
approval.
(b) The Committee may waive any conditions of or rights of the Corporation
or modify or amend the terms of any outstanding Option. The Committee may not,
however, amend, alter, suspend, discontinue or terminate any outstanding Option
without the consent of the Participant or holder thereof, except as otherwise
provided herein.
14. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective upon
the later of its adoptionreturning this Action by the Board or its approval by the shareholders of
the Corporation. It shall continue in effect for a term of ten years thereafter
unless sooner terminated under Section 13 hereof.
6
REVOCABLE PROXY
ALPHA 1 BIOMEDICALS, INC.
ANNUAL MEETING OF STOCKHOLDERS
December 15, 2000
The undersigned hereby appoints the Board of Directors of Alpha 1
Biomedicals, Inc. (the "Company"), and its survivor, with full power of
substitution, to act as attorneys and proxies forWritten Consent form, the undersigned stockholder will be deemed to votehave voted all shares of commoncapital stock of the Company whichowned by the undersigned is entitled to vote
atin the Annual Meeting of Stockholders (the "Meeting"), to be held on Friday,
December 15, 2000 at the Hyatt Regency Bethesda, located at 7400 Wisconsin
Avenue, Bethesda, Maryland, at 10:00 a.m., local time, and at any and all
adjournments and postponements thereof, as follows:
I. The election of the following directors
for one-year terms:
FOR WITHHELD
ALLAN L. GOLDSTEIN / / / /
JOSEPH C. MCNAY / / / /
ALBERT ROSENFELD / / / /
FOR AGAINST ABSTAIN
II. The approval of a proposed amendment / / / / / /manner directed above with respect to the Company's certificate of
incorporationproposed issuance. If the undersigned stockholder signs and returns this consent but does not check a box, the undersigned will be deemed to change the Company's
name from "Alpha 1 Biomedicals, Inc."
to "RegeneRx Biopharmaceuticals, Inc."have consented FOR AGAINST ABSTAIN
III. The approval of a proposed amendment / / / / / /
to the Company's certificate of
incorporation to increase the number of
shares of common stock authorized for
issuance from 20,000,000 to 100,000,000.
FOR AGAINST ABSTAIN
IV. Conditioned upon approval of Proposal / / / / / /
III, the approval of the Company's
2000 Stock Option and Incentive Plan.
FOR AGAINST ABSTAIN
V. The ratification of the appointment of / / / / / /
Reznick Fedder & Silverman, P.C.
as independent auditors for the Company
for the fiscal year ending December 31,
2000.
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment or postponement
thereof.
The Board of Directors recommends a vote "FOR"
the election of the nominees named herein
and "FOR" each of the proposals listed above.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN AND
FOR EACH OF THE PROPOSALS LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT
THE MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY THE BOARD OF DIRECTORS
IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting aproposal.
Please execute this written notice of
revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of this Proxy). If this Proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Meeting the Company's Proxy Statement
and the Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1999.
Dated: ________________________
----------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
----------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactlyconsent as your name appears above on this card.hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.
| Signature [Please sign within the box] | Date |
| Signature [Please sign within the box] | Date |
You can provide your full title. Ifconsent over the Internet or by telephone.
[to be added for definitive documentation]
| -18- |
ANNEX B
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
REGENERX BIOPHARMACEUTICALS, INC.
* * * * *
RegeneRx Biopharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
1. That Article 4 of the Restated Certificate of Incorporation of the Corporation, as amended, is further amended by adding the following paragraph at the end of Article 4:
“Upon the effectiveness of the Certificate of Amendment to the Restated Certificate of Incorporation, as amended, adding this paragraph to Article 4 thereof (the “Effective Time”), each ______ shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.001 per share, without any further action by the Corporation or the holder thereof, the exact ratio within the ___ to ___ range to be determined by the Board of Directors of the Corporation prior to the Effective Time, subject to the treatment of fractional share interests as described below (such combination, the “Reverse Stock Split”). No fractional shares shall be issued at the Effective Time and, in lieu thereof, the Corporation’s transfer agent shall aggregate all fractional shares held by stockholders of record and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders of record who would otherwise be entitled to receive a fractional share, and after the transfer agent’s completion of such sale, stockholders shall receive a cash payment (without interest or deduction) from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale (after applicable brokerage commissions and fees) and, where shares are held jointly,in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below). Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of whole shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional share interests as described above.”
2. On ____________, 2023, the Board of Directors of the Corporation determined that each holder should sign.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY ___* shares of the Corporation's Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.001 per share.
3. The foregoing amendment has been duly adopted in accordance with Section 242 of the DGCL.
4. This Certificate of Amendment shall become effective at _____ Eastern time on __________, 2023.
* To be based on a reverse stock split ratio of between 1:___ and 1:___, as determined by the Board of Directors.
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
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WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this ___ day of ________, 2023.
| RegeneRx Biopharmaceuticals, Inc. | ||
| By: | ||
| J.J. Finkelstein, President | ||
| -19- |