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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 001-15070
 RegeneRx Biopharmaceuticals, Inc.
  Delaware
    
    52-1253406State or other jurisdiction of 
incorporation or organization
    
    (I.R.S. Employer
Identification No.)
 
 3 Bethesda Metro Center,
Suite 630, Bethesda, MD
(Address of principal executive offices)
    
    20814
(Zip Code)
   Title of each class
    
    Name of each exchange on which registeredCommon Stock $0.001 par value,
    
    NYSE Amexincluding associated Series A ParticipatingCumulative Preferred Stock Purchase Rights
  
 o Yes þ No
 o Yes þ No
 Note
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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EXPLANATORY NOTE
    2




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TABLE OF CONTENTS
 PagePART IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    5Item 11 Executive Compensation
    
    
    8Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Matters
    
    
    13Item 13 Certain Relationships and Related Transactions, and Director Independence
    
    
    15Item 14 Principal Accounting Fees and Services
    
    
    16PART IVItem 15 Exhibits, Financial Statement Schedules
    
    
    17Exhibit 10.4Exhibit 31.1Exhibit 31.2
   3




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FORWARD-LOOKING STATEMENTS
   4




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 Executive Officers and Directors
  Name
    
    Age
    
    PositionExecutive Officers:Mr. J.J. Finkelstein
    
    
    57
    
    
    President, Chief Executive Officer and DirectorMr. C. Neil Lyons
    
    
    52
    
    
    Chief Financial OfficerMr. David R. Crockford
    
    
    63
    
    
    Vice President, Clinical and Regulatory AffairsDirectors:Dr. Allan L. Goldstein
    
    
    71
    
    
    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 AdvisorMr. Richard J. Hindin
    
    
    66
    
    
    EntrepreneurMr. Joseph C. McNay
    
    
    75
    
    
    Chairman, Chief Investment Officer and Managing
Principal, Essex Investment Management CompanyMr. Mauro Bove
    
    
    54
    
    
    Head of Corporate and Business Development and
Director, Sigma-Tau Finanziaria S.p.A and
certain of its affiliatesDr. L. Thompson Bowles, M.D.
    
    
    77
    
    
    Retired, former thoracic surgeon and former
Dean of Medicine and Professor of Surgery, The
George Washington University School of Medicine
and Health Sciences
 Mr. Finkelstein
 Mr. Lyons
 Mr. Crockford Development of Thymosin ß4 for Treatment of Patients with Ischemic Heart Disease
  5




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Dr. Goldstein a b
 Mr. Hindin
 Mr. McNay
 Mr. Bove
 Dr. Bowles
  6




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Section 16(a) Beneficial Ownership Reporting Compliance
   Corporate Code of Conduct and Ethics
  Audit Committee and Audit Committee Financial Expert
     7




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Item 11. Executive Compensation.
 Summary Compensation Table
  Non-EquityIncentiveOption
    
    
    Plan
    
    
    All OtherSalary(1)
    
    
    Bonus(2)
    
    
    Awards(3)
    
    
    Compensation(4)
    
    
    Compensation(5)
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Mr. J.J.
Finkelstein, President and
    
    
    2008
    
    
    
    299,520
    
    
    
    22,464
    
    
    
    132,981
    
    
    
    14,976
    
    
    
    17,690
    
    
    
    487,631Chief Executive Officer
    
    
    2007
    
    
    
    299,520
    
    
    
    22,464
    
    
    
    116,808
    
    
    
    22,464
    
    
    
    17,322
    
    
    
    478,578Mr. C. Neil Lyons,
    
    
    2008
    
    
    
    200,817
    
    
    
    12,152
    
    
    
    158,363
    
    
    
    10,127
    
    
    
    8,508
    
    
    
    389,967Chief Financial Officer
    
    
    2007
    
    
    
    194,432
    
    
    
    11,798
    
    
    
    145,424
    
    
    
    11,798
    
    
    
    7,268
    
    
    
    370,720Mr. David R. Crockford, Vice President,
    
    
    2008
    
    
    
    209,203
    
    
    
    12,613
    
    
    
    130,270
    
    
    
    10,511
    
    
    
    11,681
    
    
    
    374,278Clinical and Regulatory Affairs
    
    
    2007
    
    
    
    202,792
    
    
    
    12,246
    
    
    
    120,574
    
    
    
    12,246
    
    
    
    11,425
    
    
    
    359,283
 (1)
    
    Reflects base salary before pretax contributions and therefore includes
compensation deferred under our 401(k) plan.(2)
    
    Reflects the discretionary portion of our bonus plan.(3)
    
    These amounts reflect expense recognized by us for a portion of the current and
prior year option awards, adjusted to assume no forfeitures of the awards. Reference is made to
Note 2, Summary of Significant Accounting Policies, to our financial statements for the year
ended December 31, 2008, which identifies assumptions made in the valuation of option awards in
accordance with SFAS No. 123(R).(4)
    
    Reflects amounts earned under our bonus plan subject to the achievement of
corporate performance goals.(5)
    
    Primarily reflects our match of executive compensation deferrals into our 401(k)
plan, along with supplemental life and disability insurance premiums. None of the individual items
exceeded $10,000. Employment Agreements; Potential Payments Upon Termination or Change in Control
  J.J. Finkelstein
  8




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C. Neil Lyons
   9




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David R. Crockford
    10




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Outstanding Equity Awards at December 31, 2008
 .
 Number ofShares
    
    
    Number of SharesUnderlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Option ExerciseOptions (#)
    
    
    Options (#)
    
    
    Price
    
    
    OptionName
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    Expiration Date
    
    
    NoteMr. Finkelstein
    
    
    500,000
    
    
    
    
    
    
    
    0.33
    
    
    
    1/1/201275,000
    
    
    
    25,000
    
    
    
    3.21
    
    
    
    4/1/2015
    
    
    
    (1)31,250
    
    
    
    93,750
    
    
    
    2.34
    
    
    
    3/15/2014
    
    
    
    (1)
    
    
    
    125,000
    
    
    
    1.15
    
    
    
    4/15/2015
    
    
    
    (1)Mr. Lyons
    
    
    99,999
    
    
    
    100,001
    
    
    
    3.10
    
    
    
    4/7/2015
    
    
    
    (2)18,750
    
    
    
    56,250
    
    
    
    2.34
    
    
    
    3/15/2014
    
    
    
    (1)
    
    
    
    75,000
    
    
    
    1.50
    
    
    
    6/15/2015
    
    
    
    (1)Mr. Crockford
    
    
    15,000
    
    
    
    
    
    
    
    1.07
    
    
    
    7/1/201387,500
    
    
    
    37,500
    
    
    
    0.86
    
    
    
    1/1/2014
    
    
    
    (3)45,000
    
    
    
    55,000
    
    
    
    3.21
    
    
    
    4/1/2015
    
    
    
    (3)11,250
    
    
    
    13,750
    
    
    
    3.82
    
    
    
    5/25/2015
    
    
    
    (3)12,500
    
    
    
    37,500
    
    
    
    2.15
    
    
    
    1/16/2014
    
    
    
    (3)18,750
    
    
    
    56,250
    
    
    
    2.34
    
    
    
    3/15/2014
    
    
    
    (1)
    
    
    
    75,000
    
    
    
    1.15
    
    
    
    4/15/2015
    
    
    
    (1)
 (1)
    
    This option vests in equal installments on the first four anniversaries of the
grant date.(2)
    
    This option vests in equal installments on the first six anniversaries of the grant
date.(3)
    
    This option vests on the first five anniversaries of the grant date in the
following installments: 10%, 15%, 20%, 25%, 30%. Post-Employment Compensation
  Director Compensation
     11




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Director Compensation for Fiscal 2008
 Fees Earned or Paid
    
    
    Optionin Cash
    
    
    Awards
    
    
    All Other
    
    
    TotalName
    
    ($)
    
    
    ($)(1)
    
    
    Compensation ($)
    
    
    ($)Dr. Goldstein
    
    
    
    
    
    
    108,786
    
    
    
    206,206
    (2)
    
    
    314,996Mr. Hindin
    
    
    45,631
    
    
    
    60,922
    
    
    
    
    
    
    
    106,553Dr. Bowles
    
    
    25,031
    
    
    
    91,210
    
    
    
    
    
    
    
    116,241Mr. McNay
    
    
    20,600
    
    
    
    60,922
    
    
    
    
    
    
    
    81,522Mr. Bove
    
    
    18,386
    
    
    
    60,922
    
    
    
    
    
    
    
    79,308
 (1)
    
    These amounts reflect expense recognized by us in 2008 for a portion of the current
and prior year option awards to directors, adjusted to assume no forfeiture of the awards.
Reference is made to Note 2, Summary of Significant Accounting Policies, to our financial
statements for the year ended December 31, 2008, which identifies assumptions made in the valuation
of option awards in accordance with SFAS No. 123(R). At December 31, 2008, Messrs. Hindin, McNay
and Bove each held 205,000 unexercised stock options, Dr. Bowles held 130,000 unexercised stock
options, and Dr. Goldstein held 550,000 unexercised stock options.(2)
    
    In addition to being Chairman of our Board of Directors, Dr. Goldstein also serves
as our Chief Scientific Advisor. In this capacity, Dr. Goldstein received a base salary of
$187,460 for 2008, a bonus of $7,498 based on the achievement of corporate performance goals and a
discretionary cash bonus of $11,248. In April 2009, Dr. Goldsteins employment agreement was
amended to reduce his base salary to $121,849. Under Dr. Goldsteins employment agreement, in the
event that his employment is terminated by us without cause, as defined in his employment
agreement, or if he voluntarily terminates his employment within 12 months following a change in
control, as defined in his employment agreement, then in each case, subject to Dr. Goldsteins
entering into and not revoking a release of claims in a form acceptable to us, Dr. Goldstein will
be entitled to receive a lump sum severance payment equal to his annual base salary then in effect
(or if his base salary is less than the amount in effect as of March 31, 2009, the base salary in
effect as of March 31, 2009), plus any earned bonus as of the date of termination, in each case
less applicable taxes and withholdings. Dr. Goldstein is not entitled to receive any continuing
health and welfare benefits as part of our severance obligation to him. If Dr. Goldsteins
employment had been terminated for any of the reasons described in this paragraph as of December
31, 2008, he would have been entitled to receive a lump sum payment of $187,460, less taxes and
withholdings. Dr. Goldstein is also eligible to receive options to purchase common stock under the
2000 Plan. The decision to grant any such options and the terms of such options are within the
discretion of our board of directors or the compensation committee thereof. Through December 31,
2008, we had granted to Dr. Goldstein options to purchase an aggregate of 550,000 shares of our
common stock, which vest over periods between three and four years from their respective dates of
grant. In April 2009, in exchange for Dr. Goldsteins agreement to reduce his base salary, we
granted Dr. Goldstein an additional option to purchase 107,913 shares of our common stock, which
option will vest, subject to the terms of the option, in quarterly installments through December
31, 2009. However, in the event that prior to December 31, 2009 we restore Dr. Goldsteins salary
to at least the amount in effect at March 31, 2009, no additional vesting will occur with respect
to the option thereafter, except that daily  12




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pro-rata vesting will be credited for the period since the date of the last vesting installment and
any unvested portion of the option would terminate at that time. In addition, if Dr. Goldsteins
employment is terminated without cause, or if there is a change in control event, in each case
as defined in either the 2000 Plan or in Dr. Goldsteins employment agreement, then the unvested
portion of Dr. Goldsteins options to purchase 550,000 shares of common stock outstanding as of
December 31, 2008 would accelerate in full. Upon these occurrence of either of these events, Dr.
Goldsteins option granted in April 2009 would not accelerate, but he would receive daily pro-rata
vesting through the date of the triggering event. 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 2000
Plan or in any option agreement between Dr. Goldstein and us. 
 Item 12.
   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 , 2009
 Beneficial Ownership(1)Beneficial Owner
    
    Number of Shares
    
    
    Percent of Total5% Stockholders:Entities affiliated with Sigma-Tau Finanziaria, S.p.A.
Via Sudafrica, 20, Rome, Italy 00144
    
    
    26,285,624
    (2)
    
    
    46.5
    %Named Executive Officers and Other Directors:J.J. Finkelstein
    
    
    2,135,388
    (3)
    
    
    3.9
    %Allan L. Goldstein
    
    
    2,208,696
    (4)
    
    
    4.1
    %Richard J. Hindin
    
    
    1,775,210
    (5)
    
    
    3.3
    %Joseph C. McNay
    
    
    1,521,611
    (6)
    
    
    2.8
    %Mauro Bove
    
    
    182,500
    (7)
    
    
    *L. Thompson Bowles
    
    
    107,500
    (8)
    
    
    *C. Neil Lyons
    
    
    180,832
    (9)
    
    
    *David R. Crockford
    
    
    308,750
    (8)
    
    
    *All directors and executive officers as a group (8 persons)
    
    
    34,706,111
    (10)
    
    
    59.0
    %
 
 *
    
    Less than one percent.(1)
    
    This table is based upon information supplied by officers, directors and principal
stockholders and Schedules 13D and 13G filed with the Securities and Exchange Commission (the
SEC). Unless otherwise indicated in the footnotes to this table and subject to community property
laws where applicable, we believes that each of the stockholders named in this table has sole
voting and investment power with respect to the shares indicated as beneficially owned. Applicable
percentages are based on 53,622,491 shares of common stock outstanding on March 31, 2009,adjusted as required by rules promulgated by the SEC.(2)
    
    Consists of 984,615 shares of common stock held of record and 246,154 shares of
common stock issuable upon exercise of warrants held by Sigma-Tau Finanziaria, S.p.A. (Sigma-Tau)
that are exercisable within 60 days of March 31, 2009; 12,011,185 shares of common stock held of
record and 589,481 shares of common stock issuable upon exercise of warrants held by Defiante
Farmaceutica LDA (Defiante), a subsidiary of Sigma-Tau, that are exercisable within 60 days of
March 31, 2009; 4,740,082 shares of common stock held of record and 1,061,820 shares of common
stock issuable upon exercise of warrants held by Inverlochy-Consultadoria e Servicos (S.U.) LDA
(Inverlochy), an entity wholly owned by Claudio Cavazza, who directly and indirectly owns 57% of
Sigma-Tau, that are exercisable within 60 days of March 31, 2009; and 5,590,467 shares of common
stock held of record and 1,061,820 shares of common stock issuable upon exercise of warrants held
by Chaumiere-Consultadoria e Servicos SDC Unipessoal LDA (Chaumiere), an indirect wholly-owned
subsidiary of Aptafin S.p.A., which is owned by Paolo Cavazza and members of his family, that are
exercisable within 60 days of March 31, 2009. Paolo Cavazza directly and indirectly owns 38% of
Sigma-Tau.  13




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(3)
    
    Consists of 1,403,138 shares of common stock held of record by Mr. Finkelstein and
38,500 shares of common stock held of record by Mr. Finkelsteins minor daughter over which Mr.
Finkelstein shares voting and dispositive power. Also includes 693,750 shares of common stock
issuable upon exercise of options exercisable within 60 days of March 31, 2009.(4)
    
    Consists of 1,752,446 shares of common stock held of record by Dr. Goldstein and
456,250 shares of common stock issuable upon exercise of options exercisable within 60 days of
March 31, 2009.(5)
    
    Consists of 1,592,710 shares of common stock held of record by Mr. Hindin and
182,500 shares of common stock issuable upon exercise of options exercisable within 60 days of
March 31, 2009.(6)
    
    Consists of 1,339,111 shares of common stock held of record by Mr. McNay and 182,500
shares of common stock issuable upon exercise of options exercisable within 60 days of March 31,
2009.(7)
    
    Consists of shares of common stock issuable upon exercise of options exercisable
within 60 days of March 31, 2009. Mr. Bove is an officer of Sigma-Tau, but he has no beneficial
ownership over the reported securities as he has no voting or dispositive power with respect to the
securities held by Sigma-Tau and its affiliates described in Note 2 above.(8)
    
    Consists of shares of common stock issuable upon exercise of options exercisable
within 60 days of March 31, 2009.(9)
    
    Consists of 10,000 shares of common stock held of record by Mr. Lyons and 170,832
shares of common stock issuable upon exercise of options exercisable within 60 days of March 31,
2009.(10) Consists of 29,462,254 shares of common stock held of record, 2,959,275 shares of
common stock issuable upon exercise of warrants exercisable within 60 days of March 31, 2009 and
2,284,582 shares of common stock issuable upon exercise of options exercisable within 60 days of
March 31, 2009. Equity Compensation Plan Information
  Number of securitiesremaining available forNumber of securities to
    
    
    
    
    
    
    future issuance underbe issued upon exercise
    
    
    Weighted-average exercise
    
    
    equity compensation plansof outstanding options,
    
    
    price of outstanding options,
    
    
    (excluding securitieswarrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans
approved by security holders
    
    
    4,117,500
    
    
    $
    1.72
    
    
    
    2,347,500Equity compensation plans
not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,117,500
    
    
    $
    1.72
    
    
    
    2,347,500
  14




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Item 13. Certain Relationships and Related Transactions, and Director Independence.
 Related Party Transactions
     Director Independence
    15




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Item 14. Principal Accounting Fees and Services.
  2008
    
    
    2007Audit fees
    
    $
    51,000
    
    
    $
    46,000Audit-related fees (1)
    
    
    
    
    
    
    2,850Tax fees (2)
    
    
    11,650
    
    
    
    7,000All other fees (3)
    
    
    
    
    
    
    10,000Total Fees
    
    $
    62,650
    
    
    $
    65,850
 (1)
    
    Audit-related fees include fees for reviews and consents necessary to
engage in equity transactions.(2)
    
    Tax fees include the preparation of our corporate federal and state income tax
returns.(3)
    
    All other fees represent the cost of an executive compensation survey during 2007.    16




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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
 Exhibit No.
    
    Description of Exhibit
    
    Reference*3.1
    
    
    Restated Certificate of Incorporation
    
    Exhibit 3.1 to
Amendment No. 1 to
Registration
Statement (File No.
33-9370) (filed
November 26, 1986)3.2
    
    
    Certificate of Amendment
    
    Exhibit 3.2 to the
Companys
Transitional Report
on Form 10-K (File
No. 1-15070) (filed
March 18, 1991)3.3
    
    
    Certificate of Amendment
    
    Exhibit 3.3 to the
Companys Annual
Report on Form
10-KSB (File No.
1-15070) (filed
April 2, 2001)3.4
    
    
    Certificate of Designation of Series A
Participating Cumulative Preferred Stock
    
    Exhibit 2 to the
Companys Current
Report on Form 10-K
(File No. 1-15070)
(filed May 2, 1994)3.5
    
    
    Amended and Restated Bylaws of the Company
    
    Exhibit 3.4 to the
Companys Quarterly
Report on Form 10-Q
(filed August 14,
2006)3.6
    
    
    Amendment to Amended and Restated Bylaws
of the Company
    
    Exhibit 3.6 to the
Companys
Registration
Statement on Form
S-8 (File No.
333-152250) (filed
July 10, 2008)4.1
    
    
    Form of Stock Certificate
    
    Exhibit 4.1 to
Amendment No. 1 to
Registration
Statement (File
No. 33-9370) (filed
November 26, 1986)4.2
    
    
    Form of Rights Certificate
    
    Exhibit 3 to the
Companys Current
Report on Form 8-K
(File No. 1-15070)
(filed May 2, 1994)4.3
    
    
    Rights Agreement, dated April 29, 1994,
between the Company and American Stock
Transfer & Trust Company, as Rights Agent
    
    Exhibit 1 to the
Companys Current
Report on Form 8-K
(File No. 1-15070)
(filed May 2, 1994)4.4
    
    
    Amendment No. 1 to Rights Agreement,
dated March 4, 2004, between the Company
and American Stock Transfer & Trust
Company, as Rights Agent
    
    Exhibit 4.3 to the
Companys Annual
Report on
Form 10-KSB (filed
March 31, 2006)
  17




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Exhibit No.
    
    Description of Exhibit
    
    Reference*10.1
    ^
    
    Amended and Restated 2000 Stock Option and
Incentive Plan, as amended
    
    Annex A to the
Companys Proxy
Statement on
Schedule 14A (filed
May 9, 2008)10.2
    
    
    Patent License Agreement  Exclusive, dated
January 24, 2001, between the Company and
the U.S. Public Health Service
    
    Exhibit 10.1 to the
Companys Annual
Report on
Form 10-KSB (File
No. 1-15070) (filed
April 2, 2001)**10.3
    
    
    Thymosin Beta 4 License and Supply
Agreement, dated January 21, 2004, between
the Company and Defiante Farmaceutica LDA
    
    Exhibit 10.10 to
the Companys
Registration
Statement on
Form SB-2 (File
No. 333-113417)
(filed March 9,
2004)**10.4
    ^
    
    Second Amended and Restated Employment
Agreement, dated March 11, 2009, between the
Company and Allan L. Goldstein, as amended
    
    Filed herewith10.5
    ^
    
    Second Amended and Restated Employment
Agreement, dated March 12, 2009, between the
Company and J.J. Finkelstein, as amended
    
    Exhibit 10.5 to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2008
(filed on April 15,
2009)10.6
    ^
    
    Second Amended and Restated Employment
Agreement, dated March 31, 2009, between the
Company and C. Neil Lyons, as amended
    
    Exhibit 10.6 to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2008
(filed on April 15,
2009)10.7
    ^
    
    Second Amended and Restated Employment
Agreement, dated March 31, 2009, between the
Company and David Crockford
    
    Exhibit 10.7 to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2008
(filed on April 15,
2009)10.8
    
    
    Form of Warrant to Purchase Common Stock
    
    Exhibit 4.1 to the
Companys Current
Report on Form 8-K
(filed on
January 6, 2005)10.9
    
    
    Form of Amendment to Warrant to Purchase
Common Stock
    
    Exhibit 99.1 to the
Companys Current
Report on Form 8-K
(filed January 7,
2008)10.10
    
    
    Form of Second Amendment to Warrant to
Purchase Common Stock
    
    Exhibit 99.1 to the
Companys Current
Report on Form 8-K
(filed April 4,
2008)10.11
    
    
    Stock Purchase Agreement, dated June 23, 2005
    
    Exhibit 99.2 to the
Companys Current
Report on Form 8-K
(filed June 23,
2005)
  18




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit
    
    Reference*23.1
    
    
    Consent of Reznick Group, P.C.
    
    Exhibit 23.1 to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2008
(filed on April 15,
2009)24.1
    
    
    Powers of Attorney
    
    Included on
signature page to
original filing on
April 15, 200931.1
    
    
    Certification of Principal
Executive Officer pursuant to
Rules 13a-14 and 15d-14
promulgated under the
Securities Exchange Act of
1934
    
    Filed herewith31.2
    
    
    Certification of Principal
Financial Officer pursuant to
Rules 13a-14 and 15d-14
promulgated under the
Securities Exchange Act of
1934
    
    Filed herewith32.1
    
    
    Certification of Principal
Executive Officer pursuant to
18 U.S.C. Section 1350, as
adopted pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002
    
    Exhibit 32.1 to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2008
(filed on April 15,
2009)32.2
    
    
    Certification of Principal
Financial Officer pursuant to
18 U.S.C. Section 1350, as
adopted pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002
    
    Exhibit 32.2 to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2008
(filed on April 15,
2009)
 
 *
    
    Except where noted, the exhibits referred to in this column have
heretofore been filed with the Securities and Exchange Commission as
exhibits to the documents indicated and are hereby incorporated by
reference thereto. The Registration Statements referred to are
Registration Statements of the Company.**
    
    The registrant has been granted confidential treatment with respect to
certain portions of this exhibit (indicated by asterisks), which have
been filed separately with the Securities and Exchange Commission.^
    
    Compensatory plan, contract or arrangement.  19




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##### Table of Contents



SIGNATURES
  RegeneRx Biopharmaceuticals, Inc. 
(Registrant)By:
    /s/ J.J.FinkelsteinJ.J. FinkelsteinPresident and Chief Executive OfficerBy:
    /s/ C. Neil LyonsC. Neil LyonsChief Financial Officer  Name
    
    Title
    
    Date*
    
    Chairman of the Board and Chief
Scientific Advisor
    
    April 30, 2009Allan L. Goldstein/s/ J.J. Finkelstein

J.J. Finkelstein
    
    President, Chief Executive
Officer, and Director (Principal
Executive Officer)
    
    April 30, 2009/s/ C. Neil Lyons

C. Neil Lyons
    
    Chief Financial Officer and
Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
    
    April 30, 2009*
    
    Director
    
    April 30, 2009Richard J. Hindin*
    
    Director
    
    April 30, 2009Joseph C. McNay*
    
    Director
    
    April 30, 2009Mauro
Bove*
    
    Director
    
    April 30, 2009L. Thompson Bowles
 * By:
    
    /s/ C. Neil LyonsC. Neil LyonsAttorney-in-Fact
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##### Table of Contents



Exhibit No.
    
    Description of Exhibit
    
    Reference*10.4
    ^
    
    Second Amended and Restated
Employment Agreement, dated
March 11, 2009, between the
Company and Allan L.
Goldstein, as amended
    
    Filed herewith31.1
    
    
    Certification of Principal
Executive Officer pursuant to
Rules 13a-14 and 15d-14
promulgated under the
Securities Exchange Act of
1934
    
    Filed herewith31.2
    
    
    Certification of Principal
Financial Officer pursuant to
Rules 13a-14 and 15d-14
promulgated under the
Securities Exchange Act of
1934
    
    Filed herewith
  21