SCHEDULE 14A ~~INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION~~

Filed 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¨

(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. / /~~

Chairman and 0-11. (1) Title of each class of securities 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 Schedule and the date 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~~ Chief Scientific Officer

You are cordially invited to attend the 2019 Annual Meeting (the “Meeting”) of Stockholders of ~~Alpha 1 Biomedicals,~~RegeneRx Biopharmaceuticals, Inc. (the “Company”), to be held at ~~10:~~11:00 a.m., ~~local time,~~Eastern Time, on Friday, ~~December 15, 2000,~~September 27, 2019, at the ~~Hyatt Regency Bethesda, located~~Company office facility’s meeting room at ~~7400 Wisconsin Avenue, Bethesda,~~15245 Shady Grove Road, Rockville, Maryland ~~20814.~~ 20850.

An important aspect of the ~~annual meeting process~~Meeting is the stockholder vote on corporate business items. I urge you to exercise your rights as a stockholder to vote and participate in this process. Stockholders are being asked to consider and vote ~~upon~~upon: (i) the election of ~~three~~six directors of the ~~Company;~~Company, (ii) a ~~proposed~~non-binding advisory resolution approving named executive officer compensation, (iii) the approval of an amendment to the ~~Company's certificate~~Company’s Certificate of ~~incorporation to change the Company's name from "Alpha 1 Biomedicals, Inc." to "RegeneRx Biopharmaceuticals, Inc."; (iii) a proposed amendment to the Company's certificate of incorporation~~Incorporation to increase the ~~number of shares of common~~authorized capital stock ~~authorized for issuance from 20,000,000 to 100,000,000; (iv) approval~~ of the ~~Company's 2000 Stock Option~~Company by 50,000,000 shares, and ~~Incentive Plan; and (v)~~(iv) the ratification of the appointment of ~~Reznick Fedder & Silverman, P.C.~~CohnReznick LLP, as the ~~Company's~~Company’s independent ~~auditors.~~ registered public accounting firm for the fiscal year ending December 31, 2019.

The Board of Directors has determined that approval of the matters to be considered at the Meeting is in the best interests of the Company and its stockholders.For the reasons set forth in the Proxy Statement, the Board unanimously recommends that you vote “FOR” each of the Board of Directors’ nominees as directors specified under Proposal 1, “FOR” the non-binding advisory resolution approving named executive officer compensation specified under Proposal 2, “FOR” the amendment to the Certificate to increase the authorized shares specified under Proposal 3, and “FOR” the ratification of the appointment of the independent registered public accounting firm specified under Proposal 4.

I encourage you to attend the ~~meeting~~Meeting in person. Whether or not you plan to attend, ~~however,~~ please ~~read the enclosed proxy statement and~~ vote your shares and sign, date and return the proxy mailed to you, or vote over the telephone or the Internet as instructed in these materials as promptly as ~~possible.~~possible. This will save the Company additional expense in soliciting proxies and will ensure that your shares are represented at the ~~meeting.~~ Meeting.

Your Board of Directors and management are committed to the success of the Company and the enhancement of the value of your investment. ~~As your Chairman and President,~~ I want to express my appreciation for your confidence and support.

Very truly yours, ~~Allan L. Goldstein Chairman, President and Chief Executive Officer~~ ~~ALPHA 1 BIOMEDICALS,~~

RegeneRx Biopharmaceuticals, Inc. | 15245 Shady Grove Road, Suite 470, Rockville, MD 20850
PHONE 301.208.9191 | FAX 301.208.9194 | WEB www.regenerx.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ~~TO BE HELD DECEMBER 15, 2000 NOTICE IS HEREBY GIVEN that~~

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of ~~Alpha 1 Biomedicals,~~RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held ~~as follows:~~ on Friday, September 27, 2019 at 11:00 a.m. local time in the meeting room of the Company’s office facility at 15245 Shady Grove Road, Rockville, Maryland 20850, for the following purposes:

These items of ~~the Board Bethesda, Maryland November 1, 2000~~ ALPHA 1 BIOMEDICALS, INC. 3 Bethesda Metro Center, Suite 700 Bethesda, Maryland 20814 (301) 961-1992 -------------------------------------------- PROXY STATEMENT -------------------------------------------- ANNUAL MEETING OF STOCKHOLDERS DECEMBER 15, 2000

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 using this proxy statement to solicit proxies from the holders of the Company's common stock for use at the Company's upcoming Annual Meeting of Stockholders. The annual meeting 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 asked to vote on five proposals: (1) the election of three directors of the Company, each to serve 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 the number of shares of common stock authorized 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) the ratification of the appointment of Reznick Fedder & Silverman, P.C. as the Company's independent auditors for the fiscal year ending December 31, 2000. These proposals are more fully described in ~~more detail below. Stockholders also will consider any other matters that may properly come before~~ the annual meeting, although the Board of Directors knows of no other business 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 and will be authorized to vote your shares at any adjournments or postponements of the annual meeting. The Company's Annual Report to Stockholders for the fiscal year ended December 31, 1999, which includes the Company's annual financial statements, is enclosed. Although the Annual Report is being mailed to stockholders withProxy Statement accompanying this proxy statement, it does not constitute a part of the proxy solicitation materials and is not incorporated into this proxy statement by reference. This proxy statement and the accompanying materials are being mailed to stockholders 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, stockholders will be asked to vote on 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? Notice.

The record date for the ~~meeting~~Annual Meeting is ~~October 23, 2000.~~July 29, 2019. Only stockholders of record at the close of business on that date ~~are entitled to notice of and to~~may vote at the ~~annual meeting. The only class of 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 the record date, there were 19,477,429 shares of common stock outstanding. WHAT IF MY SHARES ARE HELD IN "STREET NAME" BY A BROKER? If your sharesor any adjournment thereof.

You are held in "street name" by a broker, your broker is required to vote your shares in accordance with your instructions. If you do not give instructions to your broker, your broker will nevertheless be entitled to vote your shares with respect to "discretionary" items, but will not be permitted to vote your shares with respect to "non-discretionary" items. In the case of non-discretionary items, your shares will be treated as "broker non-votes." Proposal 4 is expected to be considered 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, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum. Proxies received but marked as abstentions or broker non-votes will be included in the calculation of the number of shares considered to be present at 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 time 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. If you properly complete and sign the accompanying proxy card and return it in the enclosed envelope, it will be voted in accordance with your instructions. If your shares are held in "street name" with a bank, broker or some other third party, you also may be able to submit your proxy vote by telephone or via the internet. Check your proxy card to see if voting by telephone and/or the internet is available to you. 2. YOU MAY VOTE IN PERSON AT THE ANNUAL MEETING. If you plancordially invited to attend the ~~annual~~Annual Meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and ~~wish~~return the proxy that we may mail to you, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person ~~we will give~~if you ~~a ballot at~~attend the ~~annual~~ meeting. ~~Note,~~Please note, however, that if your shares are held ~~in "street name" with~~of record by a broker, bank ~~broker~~ or ~~some~~ other ~~third party,~~nominee and you ~~will need~~wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING TO BE HELD ON SEPTEMBER 27, 2019:

The Proxy Statement and Fiscal 2018 Annual Report to Stockholders are
available at:http://www.proxyvote.com

The Board of Directors of RegeneRx Biopharmaceuticals, Inc. (the “Company”) is soliciting your proxy to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held in the basement meeting room of the Company’s office facility at 15245 Shady Grove Road, Rockville, Maryland 20850 on Friday, September 27, 2019 at 11:00 a.m. local time, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, if you received paper copies of the proxy materials, or follow the instructions below to submit your proxy over the telephone or the Internet.

Why did I receive in the mail a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

We are pleased to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to our beneficial owners a Notice of Internet Availability of Proxy Materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. Our stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder’s election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates its election.

Why did I receive a full set of proxy materials in the mail instead of a Notice of Internet Availability of Proxy Materials?

We are providing paper copies of the proxy materials instead of a Notice to our stockholders of record. If you are a beneficial owner or stockholder of record ~~holder~~who received a paper copy of the proxy materials, and you would like to reduce the environmental impact and the costs incurred by us in mailing proxy materials, you may elect to receive all future proxy materials electronically via email or the Internet.

You can choose to receive our future proxy materials electronically by visiting http://www.proxyvote.com. Your choice to receive proxy 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 proxy materials even if the stockholder has not previously elected to receive the materials in this manner. We have chosen this option in connection with the Annual Meeting with respect to our beneficial owners and stockholders of record.

We intend to mail the Notice on or about August 30, 2019 to all stockholders of record entitled to vote at the Annual Meeting.

The Annual Meeting will be held on Friday, September 27, 2019 at 11:00 a.m. local time at the Company office facility’s basement meeting room at 15245 Shady Grove Road, Rockville, Maryland 20850. Directions to the Company’s office facility may be found at: http://www.regenerx.com/wt/page/contact_us.Information on how to vote in person at the Annual Meeting is discussed below.

Only stockholders of record at the close of business on July 29, 2019 will be entitled to vote at the Annual Meeting. On this record date, there were 131,506494 shares of common stock outstanding and entitled to vote.

If, on July 29, 2019, your shares ~~indicating that~~were registered directly in your name with our transfer agent, American Stock Transfer & Trust, then you ~~were~~are a stockholder of record. As a stockholder of record, you may vote in person at the ~~beneficial owner of those shares on October 23, 2000, the record date for voting at 2~~ ~~the annual meeting. You are encouraged to~~meeting or vote by ~~proxy prior to the annual meeting even if~~proxy. Whether or not you plan to attend the ~~annual meeting. CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY? Yes,~~meeting, we urge you to fill out and return a proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.

If on July 29, 2019, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are 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 voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may ~~revoke~~not vote your proxy and change your vote at any time before 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 votingshares in person at the ~~annual meeting. Your~~meeting unless you request and obtain a valid proxy ~~will not be automatically revoked by~~from your ~~mere attendance at~~broker, bank or other agent.

Election of six directors;

To consider and vote upon named executive officer compensation on a non-binding and advisory basis;

To consider amending 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 electionCompany’s Certificate 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 incorporationIncorporation to increase the ~~number of shares of common~~Company’s authorized capital stock ~~authorized for issuance from 20,000,000 to 100,000,000; o FOR approval~~by 50,000,000 shares; and

Ratification of the ~~Company's 2000 Stock Option and Incentive Plan; and o FOR ratification~~selection of ~~the appointment of Reznick Fedder & Silverman, P.C.~~CohnReznick LLP (CohnReznick) by our Audit Committee as ~~the Company's~~our independent ~~auditors~~registered public accounting firm 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 of2019

What if another matter is properly brought before 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?~~ meeting?

The Board of Directors knows of no other ~~business~~matters that will be presented for consideration at the ~~annual~~Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

You may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting. The procedures for voting are fairly simple:

If you are a stockholder of record, you may vote in person at the Annual Meeting, vote by proxy over the telephone, vote by proxy on the Internet or vote by proxy using a proxy card that you may request as set forth above or that we may deliver at a later time. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

To vote over the telephone, dial the number indicated on your proxy card using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your vote must be received by 11:59 p.m. Eastern time on September 26, 2019, to be counted.

To vote on the Internet, please follow the directions as instructed on the proxy card you received. You will be asked to provide the company number and control number from the Notice. Your vote must be received by 11:59 p.m. Eastern time on September 26, 2019 to be counted.

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 voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions.

On each matter to be voted upon, you have one vote for each share of common stock you owned on July 29, 2019.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “FOR” the election of all six nominees for director, “FOR” the advisory resolution on named executive officer compensation, “FOR” the approval of the amendment to the Certificate of Incorporation to increase the Company’s authorized shares by 50,000,000 shares, and “FOR” the ratification of the selection of CohnReznick as our independent registered public accounting firm for the fiscal year ending December 31, 2019. If any other matter is properly presented at the meeting, your proxyholder (the individual named on the proxy card) will vote your shares using his best judgment.

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions oneach Notice to ensure that all of your shares are voted.

Yes. You can revoke your proxy at any time before the final vote at the meeting. If ~~however,~~you are the record holder of your shares, you may revoke your proxy in any ~~other~~one of the following ways:

You may submit another properly completed proxy card with a later date.

You may grant a subsequent proxy by telephone or on the Internet.

You may send a timely written notice that you are revoking your proxy to the Company’s Secretary at 15245 Shady Grove Road, Suite 470, Rockville, Maryland 20850.

You may attend the Annual Meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or Internet proxy is the one that is counted.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

To be considered for inclusion in next year’s proxy materials, your proposal ~~properly comes~~must be submitted in writing by April 1, 2020, to the Company’s Secretary at 15245 Shady Grove Road, Suite 470, Rockville, Maryland 20850. A stockholder proposal will need to comply with the SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Although our Board of Directors will consider stockholder proposals, we reserve the right to omit from our proxy statement, or to vote against, stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8. If you wish to bring a matter before the stockholders at next year’s annual meeting outside of our proxy materials and you do not notify us before April 1, 2020 for all proxies we receive, the proxyholders will have discretionary authority to vote on the matter, including discretionary authority to vote in opposition to the matter. If you wish to nominate a director for election at next year’s annual meeting, any such nomination shall be made by notice, in writing, to the Company’s Secretary not less than 14 days, nor more than 50 days, prior to the meeting. You are also advised to review our bylaws, which contain additional requirements about advance notice of director nominations.

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 on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Proposals No. 1, 2 and 3 are considered to be “non-routine.” Proposal No. 4, the vote to ratify the selection for our independent registered public accounting firm, is considered to be “routine.”

For Proposal 1, the election of directors, the six nominees receiving the most “FOR” votes will be elected.

Proposal 2, regarding named executive officer compensation, is an advisory vote, which means that the vote is not binding on the Company, our Board of Directors, or the Compensation Committee of the Board of Directors. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.

Proposal 3, the approval of the amendment to the Company’s Certificate of Incorporation to increase the authorized capital stock by 50,000,000 shares, must receive “FOR” votes from the holders of a majority of shares present and entitled to vote either in person or by proxy. If you “ABSTAIN” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.

Proposal 4, the ratification of the appointment of CohnReznick as our independent registered public accounting firm for the year ending December 31, 2019, must receive “FOR” votes from the holders of a majority of shares present and entitled to vote either in person or by proxy. If you “ABSTAIN” from voting, it will have the same effect as an “Against” vote.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the ~~annual~~ meeting in person or represented by proxy. On the record date, there were 131,506,494 shares outstanding and entitled to vote. Thus, the holders of 65,753,248 shares must be present in person or represented by proxy at the meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non- votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting in person or represented by proxy may adjourn the meeting to another date.

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K, which we will file within four business days after the Annual Meeting.

The Company’s Board of Directors currently consists of six directors. Each of the six continuing directors to be elected and qualified will hold office until the next Annual Meeting of Stockholders and until his successor is elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of the Company who was previously elected by the stockholders. It is the Company’s policy to encourage nominees for directors to attend the Annual Meeting.

Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. The six nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the five nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares may be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.

The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Board to recommend that person as a nominee for director, as of the date of this proxy statement. Ages are as of August 21, 2019.

We seek to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, our Board intends to maintain membership of directors who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that we view as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Board to believe that the director should serve on the Board.

Dr. Goldsteinhas served as the Chairman of our Board of Directors and our Chief Scientific Officer since he founded our company in 1982. Dr. Goldstein is Emeritus Professor & former Chairman of the Department of Biochemistry and Molecular Medicine at the George Washington University School of Medicine and Health Sciences. Dr. Goldstein is a recognized expert in the field of immunology and protein chemistry, having authored over 435 scientific articles in professional journals. He is also the inventor on over 25 issued and/or pending patents in biochemistry, immunology, cardiology, cancer and wound healing. Dr. Goldstein discovered several important compounds, including Tß1, which is marketed worldwide, and Tß4, which is the basis for RegeneRx’s clinical program. Dr. Goldstein served on the Board of Trustees of the Sabin Vaccine Institute from 2000 to 2012 and on the Board of Directors of the Richard B. and Lynne V. Cheney Cardiovascular Institute from 2006 to 2012. Dr. Goldstein has also done pioneering work in the area of medical education, developing distance learning programs for the internet entitled “Frontiers in Medicine,” a medical education series that Dr. Goldstein developed. The Board believes that Dr. Goldstein’s scientific expertise, industry background and prior experience as ~~holder~~our founder all position him to make an effective contribution to the medical and scientific understanding of ~~your proxy, will~~the Board, which the committee believes to be particularly important as we continue our Tß4 development efforts.

Mr. Finkelstein has served as our President and Chief Executive Officer and a member of our Board of Directors since 2002. Mr. Finkelstein also served as our Chief Executive Officer from 1984 to 1989 and as the Vice Chairman of our Board of Directors from 1989 to 1991. Mr. Finkelstein has worked as an executive officer and consultant in the bioscience industry for the past 36 years, including serving from 1989 to 1996 as chief executive officer of Cryomedical Sciences, Inc., a publicly-traded medical device company. Mr. Finkelstein has significant experience in developing early-stage companies. He has been responsible for the regulatory approval and marketing of several medical devices in the U.S. and abroad. Mr. Finkelstein has previously served on the executive committee of the Board of Directors of the Technology Council of Maryland and MdBio, Inc. and currently chairs the MdBio Foundation, all of which are non-profit entities that support bioscience development and education in the State of Maryland. Mr. Finkelstein received a business degree in finance from the University of Texas. The Board believes that Mr. Finkelstein’s history and long tenure as our Chief Executive Officer positions him to contribute to the Board his extensive knowledge of our company and to provide Board continuity. In addition, the Board believes that his experience at prior companies has provided him with operational and industry expertise, as well as leadership skills that are important to the Board.

Mr. McNayhas served as a member of our Board of Directors since 2002. He is currently Chairman, Chief Investment Officer and Managing Principal of Essex Investment Management Company, LLC, positions he has held since 1976 when he founded Essex. He has direct portfolio management responsibilities for a variety of funds and on behalf of private clients. He is also a member of the firm’s Management Board. Prior to founding Essex, Mr. McNay was Executive Vice President and Director of Endowment Management & Research Corp. from 1967. Prior to that, Mr. McNay was Vice President and Senior Portfolio Manager at the Massachusetts Company. Currently he is serving as Trustee of the Dana Farber Cancer Institute, member of the Children’s Hospital Investment Committee and is on the Board of Brigham & Women’s Hospital. He received his A.B. degree from Yale University and his M.B.A. degree in finance from the Wharton School of the University of Pennsylvania. The Board believes that Mr. McNay’s extensive financial experience is valuable to our business and also positions him to contribute to the audit committee’s understanding of financial matters.

Mr. Bovehas served as a member of our Board of Directors since 2004 and has more than 30 years of business and management experience within the pharmaceutical industry. Mr. Bove is currently based in Hong Kong and in Europe, serving as a consultant to emerging pharmaceutical companies worldwide. Previously, Mr. Bove led for more than 20 years the Corporate & Business Development of Sigma-Tau Finanziaria S.p.A., formerly the holding company of Sigma-Tau Group, a leading international pharmaceutical company (Sigma-Tau Finanziaria S.p.A. - now Essetifin S.p.a. - and its affiliates are collectively our largest stockholder). Mr. Bove, who resigned this role with Sigma-Tau on March 31, 2014, has also held a number of senior positions in business, licensing and corporate development within Sigma-Tau Group. Mr. Bove obtained his law degree at the University of Parma, Italy, in 1980. In 1985, he attended the Academy of American and International Laws at the International and Comparative Law Center, Dallas, Texas. The Board believes that Mr. Bove’s extensive business and management experience within the pharmaceutical industry allows him to recognize and advise the Board with respect to recent industry developments.

Mr. Elseyhas served as a member of our Board of Directors since September 2010. Currently Mr. Elsey serves as CFO of Lyra Therapeutics, a private company pioneering a new therapeutic approach to treat debilitating ear, nose and throat diseases. Previously Mr. Elsey served as CFO of Senseonics, Inc., from February 2015 to February 2019, a medical device company focused on continuous glucose monitoring. From May 2014 until February 2015 Mr. Elsey served as chief financial officer of Regado Biosciences, a public, late-stage clinical development biopharmaceutical company. From December 2012 to February 2014 Mr. Elsey served as chief financial officer of LifeCell, Inc., a privately held regenerative medicine company. From June 2005 to December 2012, he served in numerous finance capacities, most recently as senior vice president and chief financial officer, at Emergent BioSolutions Inc., a publicly held biopharmaceutical company. He served as the director of finance and administration at IGEN International, Inc., a publicly held biotechnology company, and its successor BioVeris Corporation, from April 2000 to June 2005. Prior to joining IGEN, Mr. Elsey served as director of finance at Applera, a genomics and sequencing company, and in several finance positions at International Business Machines, Inc. He received an M.B.A. in finance and a B.A. in economics from Michigan State University. Mr. Elsey is a certified management accountant. The Board believes that Mr. Elsey’s experience as chief financial officer of a public company is particularly valuable to our business in that it positions him to contribute to our board’s and audit committee’s understanding of financial matters.

Dr. Nosedais the Chief Scientific Officer (CSO) of Leadiant Biosciences S.p.A. and provides scientific and medical know-how to coordinate and manage the scientific and development programs at a global level as well as to evaluate new opportunities for the Leadiant Group. Since September 2018 he is also Chief Medical Officer of Leadiant Biosciences, Inc. After graduating as a Medical Doctor in 1984 at the University of Milan, and following a Post Doctorate at Bowman Gray School of medicine (USA), he joined the pharma industry in 1988 where he held different managerial positions within the R&D and Marketing organizations of multinational companies. He has acquired a significant experience in R&D (through the whole development process, from research to interaction with Health Authorities for MA submission or HTA assessment) and strategic/business operations. He joined sigma-tau in 1998 as Director of Scientific Office and Strategic Alliances within the Corporate R&D organization. In this position he managed key R&D projects and contributed to the finalization of important partnerships (e.g. with Novartis, Debiopharm etc.) and to the advancement of product development (from research to product registration). He has been part of the management Team and Board of Directors of biotech companies of the sigma-tau Group, as Thule Therapeutics, Metheresis Translational Research and Rostaquo. He has also been Chief Executive Officer of Leadiant Biosciences SA (formerly sigma-tau Research Switzerland) from 2007 to 2017, a position which he held in parallel with his former positions in sigma-tau (1988-2014) and later in Leadiant where he acted as Chief Medical Officer (2014-2017) before becoming the CSO. Under his management this company developed and advanced a proprietary technology and he guided the Company through the process to obtain the authorization by the Swiss Health Authorities to import and release medicinal products, as well as the Orpha Drug Designations and registration of new products (e.g. Chenodeoxycholic Acid or CDCA). He worked in several therapeutic (and diagnostic) areas, but mostly in high unmet medical need specialty areas as cancer, immune-oncology and rare diseases.

The Board recommends that you vote ~~your shares~~“FOR” each of the nominees to the Board set forth in ~~accordance with its best judgment. HOW MANY VOTES ARE REQUIRED TO ELECT THE DIRECTOR NOMINEES? The~~this Proposal 1. Under our Bylaws, the election of each nominee requires 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 will not be voted with respect 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 unable to stand for election, 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 common stock authorized for issuance must each be approved by the affirmative vote of a majority of the outstanding shares of common stock. Approval of the 2000 Stock Option and Incentive Plan and the ratification 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 andstockholders entitled to vote on the ~~matter. Approval~~election of directors at 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 whetherAnnual Meeting at which a quorum is present. ~~Because directors will be elected by a plurality~~

Although our common stock is no longer listed on the NYSE MKT exchange, we have determined the independence of our directors using the NYSE MKT definitions of independence. Under NYSE MKT listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the ~~holders~~Board. Our Board consults with counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of ~~shares present~~“independent,” including those set forth in ~~person~~pertinent listing standards of the NYSE MKT, as they may be modified from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his family members, and our company, our senior management and our independent auditors, our Board has determined that the following three directors are independent directors within the meaning of the applicable NYSE MKT listing standards: Mr. Elsey, Mr. Bove, Dr. Noseda and Mr. McNay. In making this determination, the Board found that none of these directors had a material or other disqualifying relationship with us. Mr. Finkelstein, our President and Chief Executive Officer, and Dr. Goldstein our Chief Scientific Advisor, are not independent by ~~proxy at~~virtue of their employment with us.

In determining the ~~annual meeting, abstaining is~~independence of Mr. Bove, the board of directors took into account the significant ownership of our common stock by Sigma-Tau and its affiliates and our License Agreement with Lee’s Pharmaceuticals. The board of directors does 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 onbelieve that any of the transactions with Lee’s or Sigma-Tau and its affiliates described in this report has interfered or would reasonably be expected to interfere with Mr. Bove’s exercise of independent judgment in carrying out his responsibilities as a director of our company.

The Board has a chairman, Dr. Goldstein, who has authority, among other ~~proposals. STOCK OWNERSHIP STOCK OWNERSHIP OF SIGNIFICANT STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS~~ things, to call and preside over Board meetings, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Chairman has substantial ability to shape the work of the Board. We believe that separation of the positions of Chairman and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we believe that having a separate Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in our best interests and those of our stockholders.

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk- taking.

During the fiscal year ended December 31, 2018, the Board maintained two standing committees: an Audit Committee and a Compensation Committee. The Board does not have a standing nominating and corporate governance committee. Rather, the independent members of the full Board perform the functions of a nominating and corporate governance committee.

The following table ~~shows, as of October 23, 2000, the beneficial ownership~~provides membership and meeting information for fiscal 2018 for each of the ~~Company's common stock by: o any persons or entities known by management to beneficially own more than five percent~~Board’s standing committees:

Below is a description of each committee of the ~~outstanding shares of Company common stock; o each director~~Board. Each of the ~~Company;~~committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable NYSE MKT rules and ~~o all~~regulations regarding “independence” and that each member is free of any relationship that would impair his individual exercise of independent judgment with regard to the Company

The Audit Committee consists of Mr. McNay and Mr. Elsey, with Mr. McNay acting as the Chairman of the ~~executive officers~~committee. The Audit Committee meets no less than quarterly with management and ~~directors~~our independent registered public accounting firm, both jointly and separately, has sole authority to engage and terminate the engagement of our independent registered public accounting firm, and reviews our financial reporting process on behalf of the ~~Company as~~Board. The Audit Committee met four times during the 2018 fiscal year. The Audit Committee operates under a ~~group. 4~~ ~~The persons named in~~formal written charter available on our website at www.regenerx.com.

Each member of 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 ownershipAudit Committee is an independent director determined in accordance with ~~the rules~~Rule 10A-3 of the ~~Securities~~Exchange Act. Furthermore, the Board has determined that Mr. McNay and ~~Exchange Commission. Shares~~Mr. Elsey qualify as “audit committee financial experts” as defined under SEC rules.

The Audit Committee pre-approves all audit and non-audit engagement fees, and terms and services. On an ongoing basis, management communicates specific projects and categories of ~~common stock subject~~services for which advance approval of the Audit Committee is required. The Audit Committee reviews these requests and advises management and the independent auditors if the Audit Committee pre-approves the engagement of the independent auditors for such projects and services. On a periodic basis, the independent auditors report to ~~outstanding options, warrants~~the Audit Committee the actual spending for such projects and services compared to the approved amounts.

The following report of the Audit Committee shall not be deemed to be filed with the SEC or ~~other rights to acquire held~~incorporated by ~~a person that are currently exercisable~~reference in any previous or ~~exercisable within 60 days after October 23, 2000 are included in the number of shares beneficially owned~~future documents filed by the ~~person and deemed outstanding shares for purposes~~Company with the SEC under the Securities Act 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.

~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of~~1933 or the Securities Exchange Act of 1934, ~~as amended, requires~~except to the ~~Company's directors and executive officers, and persons who own more than 10%~~extent that the Company specifically incorporates the reference in any such document.

The Audit Committee reviews the Company’s financial reporting process on behalf of the ~~Company's common stock, to report to~~Board. Management has the ~~SEC their initial ownership~~primary responsibility for the financial statements and the reporting process. The Company’s independent registered public accountant is responsible for performing an independent audit of the ~~Company's common stock~~Company’s financial statements and ~~any subsequent changes in that ownership. Specific due dates for these reports have been established by~~expressing an opinion on the ~~SEC and the Company is required to disclose in this proxy statement any late filings or failures to file. To the Company's knowledge, based solely on its review~~conformity of the ~~copies~~audited financial statements to generally accepted accounting principles.

The members of ~~such reports furnished to~~ the ~~Company~~Audit Committee have reviewed and ~~written representations that no other reports were required during~~discussed with management the Company’s audited financial statements as of and for 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.

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.2018. The members of the Audit Committee ~~are Directors McNay and Rosenfeld..~~have discussed with CohnReznick, the Company’s independent auditor, the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The members of the Audit Committee ~~did~~have received and reviewed the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding communications with the audit committee concerning independence, and the members of the Audit Committee have discussed with CohnReznick their independence from management and the Company. The members of the Audit Committee have considered whether the provision of services by CohnReznick referred to above not ~~meet during~~related to the audit of the financial statements and the reviews of the interim financial statements included in the Company’s Forms 10-Q are compatible with maintaining CohnReznick’s independence, and have determined that they are compatible and do not impact CohnReznick’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements referred to above should be included in our Annual Report on Form 10-K accompanying this Proxy Statement and filed with the SEC for the fiscal ~~1999.~~ year ended December 31, 2018.

The Compensation Committee consists of Mr. McNay, Mr. Elsey, and Mr. Bove with Mr. Elsey acting as the Chairman of the committee The Compensation Committee met once during the 2018 fiscal year. The Compensation Committee has adopted a written charter that is ~~responsible~~available to stockholders on our website at www.regenerx.com.

The Compensation Committee of the Board acts on behalf of the Board to review, adopt and oversee our compensation strategy, policies, plans and programs, including:

establishment of corporate and individual performance objectives relevant to the compensation of our chief executive officer, other executive officers and Board members;

evaluation of performance in light of these stated objectives;

review and approval of the compensation and other terms of employment or service, including severance and change-in-control arrangements, of our Chief Executive Officer and the other executive officers; and

administration of our equity compensation plans and other similar plan and programs.

Typically, the Compensation Committee meets at least two times annually and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chairman of the Compensation Committee, in consultation with certain executive officers, including the Chief Financial Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee authority to obtain, at the expense of the Company, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the first half of the year. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation ~~paid~~levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive ~~officers.~~ and director stock ownership information, company stock performance data and analyses of historical executive compensation levels and current Company-wide compensation levels.

The Board does not have a standing nominating and corporate governance committee. Instead, the independent members of the ~~Compensation Committee~~Board, currently consisting of Messrs. Elsey, McNay, Noseda, and Bove, 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~~performing key nominating and ~~in this capacity approves stock option grants. Each director is a member~~corporate governance activities on behalf of the ~~Stock Option Committee. The Stock Option Committee did not meet in fiscal 1999. The entire~~ Board, ~~of Directors~~including identifying, reviewing and evaluating candidates to serve as directors of the Company, ~~acts as the Nominating Committee for~~reviewing and evaluating incumbent directors, selecting ~~nominees~~candidates for election to the ~~Board.~~Board, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of management and developing and maintaining a set of corporate governance principles for the Company.

In identifying and evaluating nominees for director, the Board considers whether the candidate has the highest ethical standards and integrity and sufficient education, experience and skills necessary to understand and wisely act upon the complex issues that arise in managing a publicly held company. The ~~Nominating Committee generally meets once per~~Board also believes that it is essential that the Board members represent diverse viewpoints. To the extent the Board does not have sufficient information to evaluate a candidate the Board may send a questionnaire to the candidate for completion with sufficient time for Board consideration. The Board will annually assess the qualifications, expertise, performance and willingness to serve of existing directors. If at this time or at any other time during the year the Board determines a need to ~~make nominations.~~ add a new director with specific qualifications or to fill a vacancy on the Board, a director designated by the Board will then initiate the search, seeking input from other directors and senior management, and will also consider any nominees previously submitted by stockholders. After identifying an initial slate of candidates satisfying the qualifications set forth above, the Board will then prioritize the candidates and determine if other directors or senior management have relationships with the preferred candidates and can initiate contacts. To the extent feasible, all of the members of the Board will interview the prospective candidates. Evaluations and recommendations of the interviewers will be submitted to the whole Board for final evaluation. The Board will meet to consider such information and to select candidates for appointment to the Board at the Annual Meeting. The independent members of the Board nominated the six directors set forth in Proposal 1 for election at the 2019 Annual Meeting.

While the ~~Nominating Committee~~Board will consider nominees recommended by stockholders, the ~~Nominating Committee~~Board has not actively solicited such nominations. The Board does not intend to alter the manner in which it evaluates candidates based on whether or not the candidate was recommended by a stockholder. Pursuant to the ~~Company's~~Company’s bylaws, nominations for election as directors by stockholders at ~~an annual~~a meeting of stockholders called for the election of directors must be made in writing and delivered to the ~~Company's~~Company’s Secretary not less than 14fourteen days nor more than ~~120~~fifty days prior to the date of the meeting. If, however, notice of the meeting is given to stockholders less than 21twenty-one 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 paidsuch notice shall set forth, with ~~interest. 7~~ ~~SUMMARY COMPENSATION TABLE The following table summarizes for the years indicated the compensation paid by the Company~~respect to each ~~person who served as~~nominee, (i) his or her name, age, business address and, if known, residence address, (ii) his or her principal occupation or employment, and (iii) the ~~Company's Chief Executive Officer during 1999. No other executive officer~~number of shares of stock of the Company ~~earned a salary and bonus for 1999 in excess of $100,000.~~

~~The following table sets forth certain information concerning grants of stock options to Drs. Goldstein and Berman during fiscal 1999.~~

8 ~~The following table provides information as to~~beneficially owned by the ~~value~~nominee. As of the ~~stock options held by Drs. Goldstein and Berman as~~date of ~~December 31, 1999 and the values realized by them upon the exercise of stock options during fiscal 1999.~~

~~CERTAIN TRANSACTIONS LOAN TO DR. GOLDSTEIN. In May 1994,~~this proxy statement, the Company ~~extended a loan~~has not received any such nominations from stockholders in connection with 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~~Annual Meeting.

The Company has established procedures for its security holders to communicate directly with the Board on a confidential basis. Security holders who wish to communicate with the Board or with a particular director may send a letter to the Secretary of the Company at 15245 Shady Grove Road, Suite 470, Rockville, Maryland 20850. The mailing envelope must contain a clear notation indicating that itthe enclosed letter is a “Security Holder-Board Communication” or “Security Holder-Director Communication.” All such letters must identify the author as a security holder and clearly state whether the intended recipients are all members of the Board or specified individual directors. The Secretary will make copies of all such letters and circulate them to the directors addressed. If a security holder wishes the communication to be confidential, such security holder must clearly indicate on the envelope that the communication is “confidential.” The Secretary will then forward such communication, unopened, to the individual indicated.

We have adopted a corporate code of conduct and ethics that applies to all of our employees, officers and directors, as well as a separate code of ethics that applies specifically to our principal executive officer and principal financial officer. The corporate code of conduct and ethics and the code of ethics for our principal executive and financial officers are available on our corporate website at www.regenerx.com. If we make any substantive amendments to the corporate code of conduct and ethics or the code of ethics for our principal executive and financial officers, or grant any waivers from a provision of these codes to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act require that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.

We seek to closely align the interests of our named executive officers with the interests of our stockholders. We have designed our compensation program to reward our named executive officers for their individual performance and contributions to our overall business objectives.

The vote on this resolution is not intended to address any specific element of compensation. Instead, the vote relates to the overall compensation of our named executive officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.

Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the summary compensation table and the other related tables and disclosure.”

While the Board, and especially the Compensation Committee, intend to carefully consider the results of the voting on this proposal when making future decisions regarding executive compensation, the vote is not binding on the Company, the Compensation Committee or the Board and is advisory in nature. To the extent there is any significant vote against the compensation of our named executive officers in this Proposal 2, the Compensation Committee will evaluate what actions may be necessary to address our stockholders’ concerns.

The Board recommends that you vote “FOR” the non-binding advisory resolution approving the compensation of our named executive officers, as disclosed in this proxy statement. Under applicable Delaware law, this proposal requires the affirmative vote of a majority of the shares present and entitled to vote. This vote is advisory and is not binding on the Company, the Board or the Compensation Committee.

AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO EFFECT AUTHORIZED SHARE INCREASE

By a written action in lieu of a meeting executed on July 28, 2019, our Board of Directors approved a resolution authorizing and recommending that our stockholders approve an amendment to the Company’s Restated Certificate of Incorporation, as amended to date (the “Certificate of Amendment”) to (A) increase the number of authorized shares of capital stock from 201,000,000 shares to 251,000,000 shares, adding 50,000,000 authorized shares of Common Stock (being referred to as the “Authorized Share Increase”). The Authorized Shares Increase will become effective upon filing of the Certificate of Amendment with the Delaware Secretary of State. The form of Certificate of Amendment is attached asAnnex A to this Information Statement.

The Board has approved the Authorized Share Increase, which would have the effect of increasing the number of authorized shares of capital stock from 201,000,000 shares to 251,000,000 shares, adding 50,000,000 authorized shares of Common Stock.

In addition to the 131,506,494 shares outstanding on the date of this Proxy Statement, we have reserved:

Therefore, as of the date of this Proxy Statement, we only have 33,708,199 shares of Common Stock authorized and available for future issuance or reservation.

If the Authorized Share Increase is approved, we will have 83,708,199 shares of Common Stock authorized and available for issuance or reservation.

Although at present we have no definitive plans to issue any additional shares of capital stock, we desire to have more shares available to provide additional flexibility to use our capital stock for business and financial purposes in the future. The additional shares may be used for various purposes without further stockholder approval. Other purposes of future issuances of capital stock may include raising capital, establishing strategic relationships or making acquisitions.

The additional common stock to be authorized by the Authorized Share Increase would have rights identical to the currently outstanding Common Stock. The Authorized Share Increase and any issuance of additional Common Stock will not affect the rights of the holders of our Common Stock, except for the effects incidental to increasing the number of shares of Common Stock outstanding, such as dilution of the earnings per share and voting rights of the holders of Common Stock. Shares of our Common Stock are not entitled to preemptive rights.

Interests of our Executive Officers and Directors in the Authorized Share Increase

No director or executive officer, or any affiliate thereof, or any other person has any interest, direct, or indirect, by securing holdings or otherwise, in the Proposal that is not shared by a majority of the stockholders of the Company.

The Authorized Share Increase will become effective immediately upon filing the Certificate of Amendment with the Secretary of State of the State of Delaware. The proposed Certificate of Amendment is attached asAnnex A hereto. We will determine when such filing will occur, but we anticipate filing the Certificate of Amendment on or about October 1, 2019, after the date of the Annual Meeting.

The approval by the Approving Stockholders of the Proposal does not provide any stockholder any right to dissent and obtain appraisal of or payment for such Stockholder’s shares under the Delaware General Corporation Law or our Certificate of Incorporation or Bylaws.

The Audit Committee of the Board has selected CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, and has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. CohnReznick, as its predecessor Reznick Group, P.C., has audited the Company’s financial statements since 2000. Representatives of CohnReznick are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of CohnReznick as the Company’s independent auditors. However, the Audit Committee is submitting the selection of CohnReznick to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be ~~contrary to~~in 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 stockholders.

The affirmative vote of the holders of a majority of the ~~outstanding~~ shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of ~~Company common stock is required~~CohnReznick. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum but are not counted for any purpose in determining whether this matter has been approved.

The following table represents aggregate fees billed to us for the fiscal years ended December 31, 2018 and 2017 by CohnReznick LLP, our independent registered public accounting firm. All such fees described below were approved by the audit committee.

Our audit committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, CohnReznick LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services, and tax services up to specified amounts. Pre-approval may also be given as part of the audit committee’s approval of the ~~proposed amendment~~scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to ~~change~~provide each service. On a periodic basis, 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, the Board of Directors approved a proposed amendmentindependent registered public accounting firm reports to the ~~Company's certificate~~audit committee on the status of ~~incorporation~~actual costs for approved services against the approved amounts.

The audit committee has determined that the rendering of the services other than audit services by CohnReznick LLP is compatible with maintaining that firm’s independence.

The Board recommends that you vote “FOR” the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. Under applicable Delaware law, this proposal requires the affirmative vote of a majority of the shares present and entitled to ~~increase~~vote.

The following table sets forth certain information regarding the ~~number~~ownership of ~~authorized~~our common stock as of July 29, 2019 by (i) each director; (ii) each of the named executive officers; (iii) all 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.

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of their ownership of our equity securities and reports of any subsequent changes in that ownership. Specific due dates for these reports have been established by the SEC and the Company is required to disclose any late filings or failures to file. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. To the knowledge of the Company, ~~from 20,000,000~~based solely on its review of the copies of such reports furnished to ~~100,000,000. Stockholders are being asked~~the Company, and written representations that no other reports were required, the Company believes that during the past fiscal year its officers, directors and greater than ten percent beneficial owners complied with all Section 16(a) filing requirements.

The following table shows, for the fiscal years ended December 31, 2018 and 2017, compensation awarded to ~~approve~~or paid to, or earned by, our chief executive officer who was our only named executive officers for fiscal 2018. For purposes of this ~~proposed amendment at~~report, we sometimes refer to our chief executive officer as our named executive officer.

We entered into an employment agreement with Mr. Finkelstein on April 16, 2014 for him to serve as our president and chief executive officer. Mr. Finkelstein’s employment agreement has an initial three-year term, which is automatically renewed for additional one-year periods unless either we or Mr. Finkelstein elect not to renew it. Mr. Finkelstein’s annual base salary was $125,000, which was increased to $150,000 on January 1, 2015. Mr. Finkelstein’s salary may not be adjusted downward without his written consent, except in a circumstance which is part of a general reduction or other concessionary arrangement affecting all employees or affecting senior executive officers. Mr. Finkelstein is also eligible to receive an annual bonus in an amount established by the ~~annual meeting. The Company's certificate~~Board and is entitled to participate in and receive all standard employee benefits and to participate in all of ~~incorporation currently authorizes the issuance of an aggregate of 20,000,000 shares of~~our applicable incentive plans, including stock option, stock, bonus, savings and retirement plans. We also provide him with $1 million in life insurance.

Mr. Finkelstein is eligible to receive options to purchase common stock under our equity incentive plans. The decision to grant any such options and ~~1,000,000 shares~~the terms of ~~preferred stock. As~~such options are within the discretion of ~~October 23, 2000, 19,477,429 shares~~our Board or the compensation committee thereof. All vested options are exercisable for a period of time following any termination of Mr. Finkelstein’s employment as may be set forth in the applicable benefit plan or in any option agreement between Mr. Finkelstein and us.

In the event that Mr. Finkelstein’s employment is terminated by us without “cause” or by Mr. Finkelstein for “good reason,” each as defined in his employment agreement, subject to Mr. Finkelstein’s entering into and not revoking a release of claims in a form acceptable to us, Mr. Finkelstein will be entitled to receive (i) a lump sum payment in an amount equal to one-half of his then annual base salary if within the first anniversary date of this Agreement; or (ii) a lump sum payment in an amount equal to three-fourths of his then annual base salary if within the first anniversary date and second anniversary date of this Agreement; or (iii) a lump sum payment in an amount equal to his then annual base salary if any time after the second anniversary date of this Agreement, less all federal and state withholdings. In the event of a “change in control,” as defined in his employment agreement and Mr. Finkelstein is involuntarily terminated within 12 months after a change in control event or within 12 months after a change in control event he resigns his employment for “good reason”, then the Company shall (i) pay Mr. Finkelstein, in a lump sum cash payment, an amount equal to his annual base salary in effect on the date of his termination from employment, less any applicable federal and state taxes and withholdings. In addition, in each instance Mr. Finkelstein would also be eligible to receive (i) any earned bonus and accrued vacation pay, and (ii) to the extent that he is eligible for and participates in a Company sponsored health insurance plan the Company shall pay or reimburse Executive for the amount of any insurance premiums for a twelve-month period, but these payments shall be limited to the amount of the common stock were issued and outstanding, leaving only 522,571shares available for issuance. This is an insufficient number of shares to cover the shares underlying the outstanding warrants to purchase the Company's common stock (of which there are 1,326,666, with exercise prices ranging from $.10 to $.13 per share). If the amendment is not approved, each of the four consultants has agreed to permitpremiums being paid by the Company ~~to repurchase from them shares at a price of $.04 per share (the exercise price of~~for Executive’s coverage or the ~~options granted~~amount being reimbursed for insurance premiums immediately prior to the ~~consultants pursuant to the consulting agreement and exercised by them in February 2000), on a pro rata basis, sufficient in number to allow for the exercise~~date of ~~any warrants sought to be exercised.~~ his termination from employment.

In addition, if Mr. Finkelstein’s employment is terminated without “cause,” or if there is a “change in control” event, in each case as defined in either the ~~amendment is not approved,~~applicable benefit plan or in Mr. Finkelstein’s employment agreement, then the ~~proposal to approve~~unvested portion of Mr. Finkelstein’s outstanding options would accelerate in full.

The following table shows certain information regarding outstanding equity awards at December 31, 2018 for the ~~Company's~~named executive officer, all of which were stock options granted under our Amended and Restated 2000 Stock Option and Incentive Plan, ~~(Proposal 4) will be deemed~~our 2010 Equity Incentive Plan or our 2018 Equity Incentive Plan.

We do not maintain any plans providing for payment or other benefits at, following, or in connection with retirement other than a 401(k) plan which was available to ~~have been approved. No shares of preferred stock are outstanding. 10~~ all employees through 2011. The Company did not make any plan contributions in 2017 or 2018. In addition, we do not maintain any non-qualified deferred compensation plans.

The following table provides information as of December 31, 2018 about the securities authorized for issuance to ~~ensuring there are~~our employees, directors and other eligible participants under our equity compensation plans, consisting of the Amended and Restated 2000 Stock Option and Incentive Plan, the 2010 Equity Incentive Plan and the 2018 Equity Incentive Plan.

The following table sets forth certain information for the fiscal year ended December 31, 2018 with respect to the compensation of our directors. Mr. Finkelstein’s compensation is disclosed in the Summary Compensation Table above, and he does not receive any additional compensation for his service as a ~~sufficient number~~director. Dr. Goldstein is an employee of ~~shares~~our company and his compensation as an employee is set forth in the table below. He does not receive any additional compensation for his service as a director.

The Company had in effect a non-employee director compensation policy which was suspended in November 2011 by our Board of Directors elected to ~~cover~~help the ~~Company's outstanding stock~~company preserve capital and consistent with this, certain fees accrued in 2011 were forfeited and no retainer or meeting fees were paid to non-employee directors in 2018 or 2017.

In 2018, each independent director was granted options ~~and warrants, the amendment will give the Company greater flexibility in its financial affairs by making 75 million additional~~to purchase 200,000 shares of common stock ~~available~~at an exercise price of $0.21 per share, which vests in four segments pursuant to each director’s continued service. In 2017, each independent director was granted options to purchase 125,000 shares of common stock with an exercise price per share of $0.28. These option grants vests in four segments pursuant to each director’s continued service. These option grants were the only compensation received by non-employee directors in 2018 and 2017.

We also reimburse directors for ~~issuance~~expenses incurred in attending meetings of the board and other events attended on our behalf and at our request.

We entered into an employment agreement with Dr. Goldstein on April 16, 2014 for him to serve as our Chief Science Officer. Dr. Goldstein’s employment agreement had an initial one-year term, which has been and will be automatically renewed for additional one-year periods unless either we or Mr. Goldstein elect not to renew it. Dr. Goldstein’s annual base salary was $75,000 and was increased to $90,000 on January 1, 2015. Dr. Goldstein’s salary may not be adjusted downward without his written consent, except in a circumstance which is part of a general reduction or other concessionary arrangement affecting all employees or affecting senior executive officers. Dr. Goldstein is also eligible to receive an annual bonus in an amount established by the ~~Company~~Board and is entitled to participate in and receive all standard employee benefits and to participate in all of our applicable incentive plans, including stock option, stock, bonus, savings and retirement plans.

Dr. Goldstein is eligible to receive options to purchase common stock under our equity incentive plans. The decision to grant any such options and the terms of such options are within the discretion of our Board or the compensation committee thereof. All vested options are exercisable for a period of time following any termination of Dr. Goldstein’s employment as may be set forth in the applicable benefit plan or in any option agreement between Dr. Goldstein and us.

We also reimburse directors for expenses incurred in attending meetings of the board and other events attended on our behalf and at our request.

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer. The director or officer may amend or terminate the plan in some circumstances. Our directors and executive officers may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information.

Described below are transactions and series of similar transactions that have occurred during fiscal 2018 to which we were a party or are a party in which:

the amounts involved exceeded or will exceed $120,000; and

a director, executive officer, beneficial owner of more than five percent of any class of our voting securities or any member of their immediate family had or will have a direct or indirect material interest.

In August 2017, the Company and GtreeBNT reached an agreement to expand the territorial definition of the RGN-137 License Agreement in Japan in exchange for a series of payments, two of which were received in 2017 with the remaining two were received in 2018. Under the amendment the Territory was expanded to include Europe, Canada, South Korea, Australia and Japan.

On January 28, 2015, we announced that we had entered into a Joint Venture Agreement with GtreeBNT a shareholder of the Company. ReGenTree, LLC was created under the Agreement and is jointly owned by us and GtreeBNT. ReGenTree intends to commercialize RGN-259 for treatment of dry eye and neurotrophic keratopathy, an orphan indication in the United States. GtreeBNT will be responsible for funding all product development and commercialization efforts and holds a majority interest in ReGenTree that varies depending on development milestones achieved and eventual commercialization path, if successful. In conjunction with the Joint Venture Agreement, we also entered into a royalty-bearing license with ReGenTree pursuant to which we granted to ReGenTree the right to develop and exclusively commercialize RGN-259 in the United States. We received a total of $1 million in two tranches under the terms of the License Agreement. The first tranche of $500,000 was received in March 2015 and a second in the amount of $500,000, was received in September 2015. On April 6, 2016, we received $250,000 from ReGenTree and executed an amendment to the license agreement on April 28, 2016. Under the amendment, the territorial rights were expanded to include Canada.

Our initial ownership interest in ReGenTree was 49% and has been reduced to 38.5% after filing of the final clinical study report with the FDA for the Phase 3 trial for Dry Eye Syndrome completed in 2017. Based on when, and if, ReGenTree achieves certain additional development milestones in the U.S. with RGN-259, our equity ownership may be incrementally reduced to between 38.5% and 25%, with 25% being the final equity ownership upon FDA approval of an NDA for Dry Eye Syndrome in the U.S. In addition to our equity ownership, RegeneRx retains a royalty on net sales that varies between single and low double digits, depending on whether commercial sales are made by ReGenTree or a licensee. In the event ReGenTree is acquired, or a change of control occurs following achievement of an NDA, RegeneRx shall be entitled to a minimum of 40% of all proceeds paid or payable and will forgo any future royalties.

In September 2015, ReGenTree began a Phase 2/3 clinical trial in patients with dry eye syndrome (“DES”) and a Phase 3 clinical trial in patients with neurotrophic keratopathy (“NK”), both in the U.S. In May 2016, we reported the results of the 317-patient Phase 2/3 trial (ARISE-1). The FDA approved ReGenTree’s Phase 3 protocol for DES in late summer 2016 and we initiated a second Phase 3 trial (ARISE-2) that was completed in approximately 600 patients, the results of which have been reported elsewhere in this document.

The NK trial (SEER-1), a smaller study in an orphan population, has enrolled seventeen patients thus far, and has several additional patients being screened, with a goal of forty-six. In 2018, ReGenTree disclosed that 7 of 17 patients enrolled SEER-1 have completely healed. While these preliminary observations are encouraging, it should be noted that the patients and treating physicians remain masked while the trial is on-going, so it is not known whether the healed patients are in the RGN-259 group, placebo group, or distributed among both. It is not known when this study will be completed.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are stockholders of the Company will be “householding” the Company’s proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker. Direct your written request to the Company’s Secretary at 15245 Shady Grove Road, Suite 470, Rockville, Maryland 20850. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.

A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018 (WITHOUT EXHIBITS), ACCOMPANIES THIS NOTICE OF MEETING AND PROXY STATEMENT. NO PART OF THE ANNUAL REPORT IS INCORPORATED HEREIN AND NO PART THEREOF IS TO BE CONSIDERED PROXY SOLICITING MATERIAL. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING SOLICITED, UPON WRITTEN REQUEST OF ANY SUCH PERSON, ANY EXHIBIT DESCRIBED IN THE LIST ACCOMPANYING THE FORM 10-K, UPON THE PAYMENT, IN ADVANCE, OF REASONABLE FEES RELATED TO THE COMPANY’S FURNISHING SUCH EXHIBIT(S). REQUESTS FOR COPIES OF SUCH EXHIBIT(S) SHOULD BE DIRECTED TO THE COMPANY’S SECRETARY AT 15245 SHADY GROVE ROAD, SUITE 470, ROCKVILLE, MARYLAND 20850.

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such ~~times~~matters in accordance with their best judgment.

REGENERX BIOPHARMACEUTICALS, INC. 15245 SHADY GROVE ROAD, SUITE 470 ROCKVILLE, MD 20850 Investor Address Line 11 OF 2 1 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 09/26/2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 09/26/2019. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K CONTROL # 0000000000000000SHARES 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 PAGE1 OF 2TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Board of Directors recommends you vote FOR the following:1. Election of Directors Nominees 01 Allan L. Goldstein 02 J.J. Finkelstein 03 Joseph C. McNay 04 Mauro Bove06 Alessandro Noseda For Withhold For All All All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.05 R. Don Elsey The Board of Directors recommends you vote FOR proposals 2, 3 and 4.2 To approve, on a non-binding basis, named executive officer compensation. 3 To approve amendment to certificate to increase authorized shares by 50,000,000. 4 Proposal to ratify the appointment of Cohn Reznick LLP as the independent registered public accounting firm of the Company for fiscal year 2019. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. For address change/comments, mark here. (see reverse for instructions)Please indicate if you plan to attend this meeting HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household Yes No0000428089 1 R1.0.1.18Investor Address Line 1Investor Address Line 2Investor Address Line 3 Investor Address Line 4Investor Address Line 5John Sample1234 ANYWHERE STREETANY CITY, ON A1A 1A1Signature [PLEASE SIGN WITHIN BOX] Date JOB #Signature (Joint Owners) Date SHARES CUSIP # SEQUENCE #

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Form 10-K are available at www.proxyvote.comREGENERX BIOPHARMACEUTICALS, INC. Annual Meeting of Shareholders September 27, 2019 11:00 AM This proxy is solicited by the Board of Directors ~~considers appropriate, whether in public or private offerings,~~The shareholder(s) hereby appoint(s) J.J. Finkelstein, as ~~stock splits or dividends or in connection~~proxy, with ~~mergers~~the power to appoint his substitute, and ~~acquisitions or otherwise. The Company's stockholders may or may not be given the opportunity~~hereby authorizes them to represent and to vote, ~~on such a transaction, depending~~as designated on the ~~nature~~reverse side of this ballot, all of the ~~transaction, applicable law~~shares of Common stock of REGENERX BIOPHARMACEUTICALS, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of shareholder(s) to be held at 11:00 AM, EDT on September 27, 2019 at the 15245 Shady Grove Road Rockville, MD 20850, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Address change/comments:0000428089_2 R1.0.1.18(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side

RegeneRx Biopharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that:

SECOND:The original name of the Corporation is Alpha 1 Biomedicals, Inc. and the ~~judgment~~date of filing the original Certificate of Incorporation of the ~~Company's~~Corporation with the Secretary of State of the State of Delaware was May 13, 1982.

THIRD:The Board of Directors ~~regarding the submission~~ of the ~~transaction to a vote~~Corporation, acting in accordance with the provisions of Sections 141 and 242 of the ~~Company's stockholders. The Company has no present plans or agreements for the issuance~~General Corporation Law of the ~~proposed additional shares~~State of ~~common stock. The additional shares~~Delaware, adopted resolutions amending its Restated Certificate of common stock authorized for issuance pursuant to the proposed amendment will have all of the rights and privileges which the presently outstanding shares of common stock possess; the increase in 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 create voting or other impediments or to frustrate a person or other entity seeking to obtain control of the Company by means of a merger, tender offer, proxy contest or other means. For instance, shares could be privately placed with purchasers who might cooperate with the Company's Board of Directors in opposing an attempt by a third party to gain control of the Company by voting the shares against the transaction with the third party or could be used to dilute the stock ownership or voting rights of a person or entity seeking to obtain control of the Company. Although the Company's Board of Directors does not currently anticipate issuing additional shares of common stock for purposes of preventing a takeover of the Company, the Company's Board of Directors reserves its right (consistent with its fiduciary responsibilities) to issue shares for that purpose. If the proposed amendment is adopted, the first sentence of the fourth section of the Company's certificate of incorporation wouldIncorporation as follows:

Article 4 shall be amended and restated to read in its entirety as follows: ~~"4. AUTHORIZED CAPITAL STOCK.~~

“4.Authorized Capital Stock. The total number of shares of capital stock which the Corporation shall have the authority to issue is ~~One~~Two Hundred and Fifty One Million ~~(101,000,000)~~(251,000,000) shares divided into two classes of which One Million (1,000,000) shares of the par value of $.001 per share shall be designated Preferred Stock and ~~One~~Two Hundred and Fifty Million ~~(100,000,000)~~(250,000,000) shares of the par value of $.001 per share shall be designated Common Stock.~~" VOTE REQUIRED FOR APPROVAL The affirmative vote of the holders of~~”

FOURTH:That thereafter, pursuant to 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. 11 PROPOSAL 4 - APPROVAL OF THE 2000 STOCK OPTION AND INCENTIVE PLAN PURPOSE The purpose of the 2000 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 Plan will be deemed not to have been approved. This is because the remaining number of shares currently authorized for issuance is not sufficient to allow for the exercise of options granted under the Stock Option Plan. A summary of the Stock Option Plan is set forth below. This summary is, however, qualified by and subject to 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 memberresolution 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) of the Internal Revenue Code of 1986, as amended, and a "non-employee director," as defined in Rule 16b-3 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 provisions of the options consistent with the terms of the Stock Option Plan; and o establish rules for the administration of the Stock Option Plan. The Committee has the power to interpret the Stock Option Plan and to make 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 value of the individual's services to the Company, and 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 percent of the shares issued 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 1,000,000 shares of Company common stock available under the Stock Option Plan are subject to adjustment in the event of certain changes in the Company's capitalization, such as changes resulting from stock dividends 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 result of the "reload" feature contained in the Stock Option Plan. 12 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 the 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 the Stock Option Plan may not be exercised later than ten years after the grant date. Subject to the limitations imposed by the Internal Revenue Code, certain of the options granted under the Stock Option Plan may be designated "incentive 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 number of shares of common stock with respect to which the option is exercised. This amount may be payable fully in cash, fully in one or more of the kind or kinds of property payable in the transaction, or partly in cash and partly in one or more of such kind or kinds of property, all in the discretion of the Committee. AMENDMENT AND TERMINATION The 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-qualified 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 is 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; this 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 result 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 value of 14 the shares on the date of exercise and the exercise price will 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 if the shares are sold more than one year after the option 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 results from the death or disability of the optionee. VOTE REQUIRED FOR APPROVAL 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 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 issued by PricewaterhouseCoopers LLP for the years ended December 31, 1996 and 1997 contained an explanatory paragraph expressing substantial doubt about the ability of the Company to continue as a going concern. The change in accountants was approved by the Company's Board of Directors. During the Company's two most recent fiscal years and the subsequent interim period through April 25, 2000, there were no disagreements between the Company and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to make reference to the subject matter of the disagreement or disagreements 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 engagement 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. The Board of Directors has appointed Reznick Fedder & Silverman, P.C. as principal accountant for the fiscal year ending December 31, 2000, subject to the ratification of the appointment 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 majority of the votes cast by the holders of shares present in person or by proxy at the annual meeting and entitled to vote is required to approve the ratification of the appointment 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 that 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 accordance with its best judgment. ADDITIONAL INFORMATION PROXY SOLICITATION COSTS The Company will pay the costs of soliciting proxies. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Company's common stock. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies personally or by facsimile, telegraph or telephone, without additional compensation. STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING If you intend to present 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, Inc., a Delaware corporation, and any successor thereto. "Disability" -- has the meaning assigned to such term in Section 22(e)(3) of the Code, or any successor provision. "Incentive Stock Option" -- means an option to purchase Shares granted by 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), 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~~that was duly called and held upon notice 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~~accordance with Section 222 of the ~~Corporation. If a tender offer or exchange offer for Shares (other than such an offer~~General Corporation Law of Delaware of the Company, 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 happeningholders 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 planoutstanding stock of the Corporation ~~or any Affiliate. Neither~~having not less than 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~~minimum number 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 tovotes that would be necessary ~~or advisable~~ to ~~comply~~approve this Certificate of Amendment at a meeting at which all shares entitled to vote thereon were present and voting.

FIFTH:This Certificate of Amendment has been duly adopted in accordance 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 registrationSection 242 of the ~~Shares or other action eliminating~~General Corporation Law of the ~~necessity~~State 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~~Delaware.

IN WITNESS WHEREOF, RegeneRx Biopharmaceuticals, Inc. has caused this Certificate 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 determineAmendment to be ~~necessary or advisable. 5~~ ~~12. WITHHOLDING TAX. Where a Participant or other person is entitled~~signed by its President and attested to ~~receive Shares pursuant to the exercise~~by its Secretary thisday 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 subject to the approval of the Corporation's shareholders if, when 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 adoption 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 for the undersigned to vote all shares of common stock of the Company which the undersigned is entitled to vote at 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 / / / / / / to the Company's certificate of incorporation to change the Company's name from "Alpha 1 Biomedicals, Inc." to "RegeneRx Biopharmaceuticals, Inc." 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. - -------------------------------------------------------------------------------- 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 a 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 exactly as your name appears above on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. --------------------------------------------------------------------------- PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE ---------------------------------------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
Why did I receive in the mail a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?	1
Why did I receive a full set of proxy materials in the mail instead of a Notice of Internet Availability of Proxy Materials?	1
How do I attend the Annual Meeting?	1
Who can vote at the Annual Meeting?	2
What am I voting on?	2
What if another matter is properly brought before the meeting?	2
How do I vote?	2
How many votes do I have?	3
What if I return a proxy card or otherwise vote but do not make specific choices?	3
Who is paying for this proxy solicitation?	3
What does it mean if I receive more than one Notice?	4
Can I change my vote after submitting my proxy or revoke my proxy?	4
When are stockholder proposals due for next year’s annual meeting?	4
How are votes counted?	4
What are “broker non-votes”?	4
How many votes are needed to approve each proposal?	5
What is the quorum requirement?	5
How can I find out the results of the voting at the Annual Meeting?	5

PROPOSAL 1 - ELECTION OF DIRECTORS	5
Nominees	6
Vote Required	8

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	8
Independence of the Board of Directors	8
Board Leadership Structure	9
Role of the Board in Risk Oversight	9
Meetings of the Board of Directors	9
Information Regarding Committees of the Board of Directors	9
Audit Committee	10
Report of the Audit Committee of the Board of Director	10
Compensation Committee	11
Compensation Committee Processes and Procedures	11
Nominating and Corporate Governance	12
Nominations for Election to the Board	12
Stockholder Communications with the Board of Directors	12
Code of Ethics	13

PROPOSAL 2 - APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION	13
Vote Required	13

PROPOSAL 3 – AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO EFFECT AUTHORIZED SHARE INCREASE	14
Purpose of Authorized Share Increase	14
Interests of our Executive Officers and Directors in the Authorized Share Increase	15
Effective Date of the Authorized Share Increase	15
Absence of Appraisal Rights	15

PROPOSAL 4 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	15

	2018		2017
Audit fees	$	73,000	$	84,000
Tax fees⁽¹⁾	$	23,000	$	55,000
Total Fees	$	96,000	$	137,000

	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		49,572,413	⁽²⁾		33.9	%
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⁾		14.9	%

Named Executive Officers and Directors:
J.J. Finkelstein		3,602,574	⁽⁴⁾		2.7	%
Allan L. Goldstein		3,025,710	⁽⁵⁾		2.3	%
Joseph C. McNay		7,564,955	⁽⁶⁾		5.7	%
Mauro Bove		839,583	⁽⁷⁾		*
R. Don Elsey		853,623	⁽⁸⁾		*
Alessandro Noseda		50,000	⁽⁹⁾		*
All directors and executive officers as a group (6 persons)		15,936,445	⁽¹⁰⁾		11.6	%

Name and Principal		Salary(1)			Bonus		Option Awards(2)		All Other Compensation(3)		Total
Position	Year		($)		($)		($)		($)		($)
J.J. Finkelstein, President and	2018			102,399		—		38,809		3,360		144,568
Chief Executive Officer	2017			150,000		—		30,973		3,360		184.333

	Number of Shares Underlying Unexercised Options (#)		Number of Shares Underlying Unexercised Options (#)		Option Exercise Price		Option
Name	Exercisable		Unexercisable		($)		Expiration Date	Note

Mr. Finkelstein		114,748		—		0.57	4/10/2019
		150,000		50,000		0.64	3/17/2023		(1	)
		62,500		187,500		0.21	7/16/2028		(2	)
		500,000		—		0.14	1/24/2019
		35,000		—		0.16	4/4/2019
		500,000		—		0.21	3/25/2021
		500,000		—		0.36	6/30/2022
		75,000		75,000		0.28	9/1/2027		(2	)

	Check the appropriate box:
þ	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 §240.14a-12

	Payment of Filing Fee (Check the appropriate box):
þ	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities 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:

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

	1.	To elect ~~three directors, each~~the Board’s six nominees for director to serve until the 2020 Annual Meeting of Stockholders and until their successors are elected and qualified.

	2.	To consider and vote upon a ~~term expiring at next year's annual meeting of stockholders. (2)~~ non-binding advisory resolution regarding named executive officer compensation.

	3.	To ~~approve a proposed~~consider and vote upon the amendment to the ~~Company's certificate~~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 incorporationIncorporation to increase the ~~number~~authorized capital stock 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)~~ Company by 50,000,000 shares.

	4.	To ratify the ~~appointment~~selection by the Audit Committee of ~~Reznick Fedder & Silverman, P.C.~~the Board of Directors of CohnReznick LLP (“CohnReznick”) as the ~~Company's~~ independent ~~auditors~~registered public accounting firm of the Company for ~~the~~its fiscal year ending December 31, ~~2000. (6)~~ 2019.

	By Order of the Board of Directors



	Allan L. Goldstein, Ph.D.
	Chairman of the Board

Principal Accountant Fees and Services	16
Pre-Approval Policies and Procedures	16
Vote Required	16

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	17

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	18

EXECUTIVE COMPENSATION	19
Summary Compensation Table for Fiscal 2018	19
Outstanding Equity Awards at Fiscal Year-End for Fiscal 2018	20
Post-Employment Compensation	20
Equity Compensation Plan Information	21

DIRECTOR COMPENSATION	21
Director Compensation Table for Fiscal 2018	22
Rule 10b5-1 Trading Plans	22

TRANSACTIONS WITH RELATED PERSONS	23

HOUSEHOLDING OF PROXY MATERIALS	24

FORM 10-K INFORMATION	24

OTHER MATTERS	24

PROXY CARD

ANNEX A

Name	Age	Principal Occupation/Position Held	Director since

Allan L. Goldstein	81	Former Chairman, Department of Biochemistry and Molecular Biology, The George Washington University School of Medicine and Health Sciences; Founder, Chairman of the Board and Chief Scientific Advisor of the Company	1982

J.J. Finkelstein	67	President and Chief Executive Officer of the Company	2002

Joseph C. McNay	85	Chairman, Chief Investment Officer and Managing Principal, Essex Investment Management Company	1987

Mauro Bove	64	Business Development consultant to emerging pharmaceutical companies in Asia, including Lee’s Pharmaceuticals	2004

R. Don Elsey	66	CFO of Lyra Therapeutics, a private therapeutic company	2010

Alessandro Noseda	61	CEO of Leadiant Biosciences S.p.A.	2019

Name	Audit			Compensation
R. Don Elsey		X			X	^*
Joseph McNay		X	^*		X
Mauro Bove					X
Alessandro Noseda					X
Total meetings in fiscal 2018		4			1

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise equity price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		9,044,825		0.28		3,395,000

Equity compensation plans not approved by security holders		—		—		—

Total		9,044,825		0.28		3,395,000

	Fees Earned
	or Paid		Option		All Other
	in Cash		Awards		Compensation			Total
Name	($)(1)		($)		($)			($)

Allan Goldstein, Ph.D.		—		38,809		90,000	(2)		128,809
R. Don Elsey		—		31,047		—			31,047
Joseph McNay		—		31,047		—			31,047
Mauro Bove		—		31,047		—			31,047

Allan Goldstein, Ph.D.			1,706,942
R. Don Elsey			795,000
Joseph McNay			803,024
Mauro Bove			832,155

	RegeneRx Biopharmaceuticals, Inc.

	By:
		J.J. Finkelstein, President