Exhibit 4.1


 


THIS
WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS.


 


REGENERX BIOPHARMACEUTICALS, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


December     , 2008


 


Void After December 31, 2011


 


THIS CERTIFIES THAT, for value received,                     ,  or permitted registered assigns (the “Holder”),
is entitled to subscribe for and purchase at the Exercise Price (defined below)
from REGENERX BIOPHARMACEUTICALS, Inc., a Delaware corporation (the “Company”) up to                     
(                    )
shares of the common stock of the Company, par value $0.001 per share
(the “Common Stock”).   This Warrant has been issued pursuant to
that certain Securities Purchase Agreement between the Company and the Holder
dated as of the date hereof (the “Purchase
Agreement”).


 


1.                                    DEFINITIONS.


 


Capitalized terms used herein but not otherwise defined herein shall
have their respective meanings as set forth in the Purchase Agreement.   As used herein, the following terms shall
have the following respective meanings:


 


(a)                                  “Business Day” means a day, other than
a Saturday or Sunday, on which banks in New York City are open for the general
transaction of business.


 


(b)                                 “Exercise
Period” shall mean the period commencing with the date hereof and ending at
5:30 p.m. New York City time on December 31, 2011.


 


(c)                                  “Exercise
Price” shall mean $1.74 per share, subject to adjustment pursuant to Section 5
below.


 


(d)                                 “Exercise
Date” shall have the meaning set forth in Section 3.1(b) hereof.


 

















 


(e)                                  “Exercise
Shares” shall mean the shares of Common Stock issuable upon exercise of this
Warrant.


 


(f)                                    “Expiration
Date” shall mean 5:30 p.m. New York City time on December 31, 2011.


 


(g)                                 “Trading
Day” shall mean (i) any day on which the Common Stock is listed or quoted
and traded on its primary Trading Market, (ii) if the Common Stock is not
then listed or quoted and traded on any Trading Market, then a day on which
trading occurs on the OTC Bulletin Board (or any successor thereto), or (iii) if
trading does not occur on the OTC Bulletin Board (or any successor thereto),
any Business Day.


 


(h)                                 “Trading
Market” means whichever of the New York Stock Exchange, the American
Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the
NASDAQ Capital Market or the OTC Bulletin Board on which the Common Stock is
listed or quoted for trading on the date in question.


 


2.                                    Reserved.


 


3.                                    EXERCISE OF WARRANT.


 


3.1.                           Exercise
of Warrant.


 


(a)                                  The
rights represented by this Warrant may be exercised in whole or in part at any
time during the Exercise Period upon (i) delivery of an executed Notice of
Exercise in the form attached hereto to the Company at its address set forth on
the signature page hereto (or at such other address as it may designate by
notice in writing to the Holder), (ii) surrender of this Warrant and (iii) payment
of the Exercise Price for the number of Exercise Shares as to which this
Warrant is being exercised.  The delivery
by (or on behalf of) the Holder of the Exercise Notice and the applicable
Exercise Price as provided above shall constitute the Holder’s certification to
the Company that its representations contained in Section 4.2(b), (c) and
(d) of the Purchase Agreement are true and correct as of the Exercise Date
as if remade in their entirety (or, in the case of any transferee Holder that
is not a party to the Purchase Agreement, such transferee Holder’s
certification to the Company that such representations are true and correct as
to such assignee Holder as of the Exercise Date).


 


(b)                                 With
respect to each exercise of this Warrant pursuant to Section 3.1(a) above,
the Exercise Date shall be deemed to be the date the Exercise Price is received
by the Company.  The Exercise Shares
shall be deemed to have been issued, and Holder or any other person so
designated to be named therein shall be deemed to have become a holder of
record of such shares for all purposes, as of the Exercise Date. The person in
whose name any certificate or certificates for Exercise Shares are to be issued
upon exercise of this Warrant shall be deemed to have become the holder of
record of such shares on the Exercise Date, irrespective of the date of
delivery of such certificate or certificates, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the stock
transfer books are open.


 


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(c)                                  Certificates
for shares purchased hereunder shall be transmitted by the transfer agent of
the Company to the Holder by crediting the account of the Holder’s prime broker
with the Depository Trust Company through its Deposit Withdrawal Agent
Commission system if the Company is a participant in such system, and otherwise
by physical delivery to the address specified by the Holder in the Notice of
Exercise within three business days from the delivery to the Company of the
Notice of Exercise, surrender of this Warrant and payment of the aggregate
Exercise Price as set forth above.


 


3.2.                           Issuance
of New Warrants.   Upon any partial
exercise of this Warrant, the Company, at its expense, will forthwith and, in
any event within five business days, issue and deliver to the Holder a new
warrant or warrants of like tenor, registered in the name of the Holder,
exercisable, in the aggregate, for the balance of the number of shares of
Common Stock remaining available for purchase under the Warrant.


 


3.3.                           Payment
of Taxes and Expenses.   The Company
shall pay any recording, filing, stamp or similar tax which may be payable in
respect of any transfer involved in the issuance of, and the preparation and
delivery of certificates (if applicable) representing, (i) any Exercise
Shares purchased upon exercise of this Warrant and/or (ii) new or
replacement warrants in the Holder’s name or the name of any transferee of all
or any portion of this Warrant.


 


4.                                    COVENANTS OF THE COMPANY.


 


4.1.                           Covenants
as to Exercise Shares.   The Company
covenants and agrees that all Exercise Shares that may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance, be
validly issued and outstanding, fully paid and nonassessable, and free from all
taxes, liens and charges with respect to the issuance thereof.   The Company further covenants and agrees
that the Company will at all times during the Exercise Period, have authorized
and reserved, free from preemptive rights, a sufficient number of shares of
Common Stock to provide for the exercise of the rights represented by this
Warrant.   If at any time during the
Exercise Period the number of authorized but unissued shares of Common Stock
shall not be sufficient to permit exercise of this Warrant, the Company will
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number
of shares as shall be sufficient for such purposes.


 


4.2.                           No
Impairment.   Except to the extent as
waived or consented to by the Holder, the Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Company, but will at
all times in good faith assist in the carrying out of all the provisions of
this Warrant and in the taking of all such action as may be necessary or
appropriate in order to protect the exercise rights of the Holder against
impairment.


 


4.3.                           Notices
of Record Date and Certain Other Events.  
In the event of any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the holders thereof
who are entitled to receive any dividend (other than a cash dividend which is
the same as cash dividends paid in previous quarters) or other distribution,
the 


 


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Company shall mail
to the Holder, at least 10 days prior to the date on which any such record is
to be taken for the purpose of such dividend or distribution, a notice
specifying such date.


 


5.                                    ADJUSTMENT OF EXERCISE PRICE AND EXERCISE SHARES.


 


(a)                                In
the event of changes in the outstanding Common Stock of the Company by reason
of stock dividends, split-ups, recapitalizations, reclassifications,
combinations or exchanges of shares, separations, reorganizations,
liquidations, consolidation, acquisition of the Company, or the like, the
number, class and type of shares available under the Warrant in the aggregate
and the Exercise Price shall be correspondingly adjusted to give the Holder of
the Warrant, on exercise for the same aggregate Exercise Price, the total
number, class, and type of shares or other property as the Holder would have
owned had the Warrant been exercised prior to the event and had the Holder
continued to hold such shares until the event requiring adjustment.   The form of this Warrant need not be changed
because of any adjustment in the number of Exercise Shares subject to this
Warrant.


 


(b)                               If
at any time following delivery by Holder to the Company of a Notice of Exercise
but prior to issuance of the applicable Exercise Shares, the holders of Common
Stock of the Company (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received or become
entitled to receive, without payment therefor,


 


(i)                                     Common
Stock or any shares of stock or other securities which are at any time directly
or indirectly convertible into or exchangeable for Common Stock, or any rights
or options to subscribe for, purchase or otherwise acquire any of the foregoing
by way of dividend or other distribution (other than a dividend or distribution
covered in Section 5(a) above),


 


(ii)                                  any
cash paid or payable otherwise than as a cash dividend or


 


(iii)                               Common
Stock or additional stock or other securities or property (including cash) by
way of spinoff, split-up, reclassification, combination of shares or similar
corporate rearrangement (other than shares of Common Stock pursuant to Section 5(a) above),
then and in each such case, the Holder hereof will be entitled to receive, in
addition to the number of shares of Common Stock receivable pursuant to the
Notice of Exercise, and without payment of any additional consideration
therefor, the amount of stock and other securities and property (including cash
in the cases referred to in clauses (ii) and (iii) above) which such
Holder would hold on the date of such exercise had such Holder been the holder
of record of such Common Stock as of the date on which holders of Common Stock
received or became entitled to receive such shares or all other additional
stock and other securities and property.


 


(c)                                Upon
the occurrence of each adjustment pursuant to this Section 5, the Company
at its expense will, at the written request of the Holder, promptly compute
such adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the
adjusted Exercise Price and adjusted number or type of Exercise Shares or other
securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the
facts upon 


 


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which such
adjustment is based.   Upon written
request, the Company will promptly deliver a copy of each such certificate to
the Holder and to the Company’s transfer agent.


 


6.                                    FRACTIONAL SHARES.


 


No fractional shares shall be issued upon the exercise of this Warrant
as a consequence of any adjustment pursuant hereto.   All Exercise Shares (including fractions)
issuable upon exercise of this Warrant may be aggregated for purposes of
determining whether the exercise would result in the issuance of any fractional
share.   If, after aggregation, the
exercise would result in the issuance of a fractional share, the Company shall,
in lieu of issuance of any fractional share, pay the Holder otherwise entitled
to such fraction a sum in cash equal to the product resulting from multiplying
the then current fair market value of an Exercise Share by such fraction.


 


7.                                    NO STOCKHOLDER RIGHTS.


 


Other than as provided in Section 3.1(a) or otherwise herein,
this Warrant in and of itself shall not entitle the Holder to any voting rights
or other rights as a stockholder of the Company.


 


8.                                    TRANSFER OF WARRANT.


 


Subject to applicable laws and the restrictions on transfer set forth
on the first page of this Warrant and set forth in the Purchase Agreement,
including, without limitation, Section 5 thereof, this Warrant and all
rights hereunder are transferable, by the Holder in person or by duly
authorized attorney, upon delivery of this Warrant and the form of assignment
attached hereto to any transferee designated by Holder.   The transferee shall sign an investment letter
in form and substance reasonably satisfactory to the Company and its counsel.


 


9.                                    LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.


 


If this Warrant is lost, stolen, mutilated or destroyed, the Company
may, on such terms as to indemnity or otherwise as it may reasonably impose
(which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as the Warrant so
lost, stolen, mutilated or destroyed.  
Any such new Warrant shall constitute an original contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated or
destroyed Warrant shall be at any time enforceable by anyone.


 


10.                             NOTICES, ETC.


 


All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party
to be notified, (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next
business day, (c) five days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt.   All communications shall be sent to the
Company at the address listed on the signature page hereto and to Holder
at the applicable address set forth on the applicable signature page to
the Purchase 


 


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Agreement or at such other address as the Company or
Holder may designate by 10 days advance written notice to the other parties
hereto.


 


11.                             ACCEPTANCE.


 


Receipt of this Warrant by the Holder shall constitute acceptance of
and agreement to all of the terms and conditions contained herein.


 


12.                             GOVERNING LAW.


 


This Warrant and all rights, obligations and liabilities hereunder
shall be governed by the laws of the State of Delaware.


 


13.                             AMENDMENT OR WAIVER.


 


Any term of this Warrant may be amended or waived (either generally or
in a particular instance and either retroactively or prospectively) with the
written consent of the Company and the Holder. No waivers of any term,
condition or provision of this Warrant, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision.


 


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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer as of December       ,
2008.


 


	
   

  	
  REGENERX BIOPHARMACEUTICALS, INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Name: J.J.
  Finkelstein

  
	
   

  	
   

  	
   Title:
  President and Chief Executive Officer

  



 


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NOTICE OF EXERCISE


 


TO:  REGENERX BIOPHARMACEUTICALS, INC.


 


(1)                                  The
undersigned hereby elects to purchase shares of the Common Stock of REGENERX
BIOPHARMACEUTICALS, INC.  (the “Company”) pursuant to the terms of the attached Warrant,
and tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.


 


(2)                                  Please
issue a certificate or certificates representing said shares of Common Stock of
the Company in the name of the undersigned or in such other name as is
specified below:


 


 


(Name)


 


 


(Address)


 


 


(3)                                  The
undersigned represents that (i) the aforesaid shares of Common Stock are
being acquired for the account of the undersigned and not with a view to, or
for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s
business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision
regarding its investment in the Company; (iii) the undersigned is
experienced in making investments of this type and has such knowledge and
background in financial and business matters that the undersigned is capable of
evaluating the merits and risks of this investment and protecting the
undersigned’s own interests; (iv) the undersigned understands that the
shares of Common Stock issuable upon exercise of this Warrant have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from
the registration provisions of the Securities Act, which exemption depends
upon, among other things, the bona fide nature of the investment intent as
expressed herein, and, because such securities have not been registered under
the Securities Act, they must be held indefinitely unless subsequently
registered under the Securities Act or an exemption from such registration is
available; (v) the undersigned is aware that the aforesaid shares of
Common Stock may not be sold pursuant to Rule 144 adopted under the
Securities Act unless certain conditions are met and until the undersigned has
held the shares for the number of years prescribed by Rule 144, that among
the conditions for use of the Rule is the availability of current
information to the public about the Company; and (vi) the undersigned
agrees not to make any disposition of all or any part of the aforesaid shares
of Common Stock unless and until there is then in effect a registration
statement under the Securities Act covering such proposed disposition and such
disposition is made in accordance with said registration statement, or the
undersigned has provided upon the Company’s reasonable request, an opinion of
counsel satisfactory to the Company, stating that such registration is not
required.


 


 


	
  (Date)

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  (Print name)

  



 


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ASSIGNMENT FORM


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this
form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


 


	
  Name:

  	
   

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
  Dated:                    ,
  20

  	
   

  
	
   

  	
   

  
	
  Holder’s Signature:

  	
   

  
	
   

  	
   

  
	
  Holder’s Address:

  	
   

  



 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever.  Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


 


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