RegeneRx


Contact:

At RegeneRx:
J.J. Finkelstein
jjfnk@regenerx.com
301.280.1992

or

At the Financial
Relations Board:

Analyst Inquiries:
Leslie Loyet
312.640.6672

or
General Inquiries
Kathy Waller
312.640.6696

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Media Inquiries
Tim Grace
312.640.6741

RegeneRx Reports 2004 Year-End Results

RegeneRx Reports 2004 Year-End Results

March 31, 2005 — Bethesda, Md

RegeneRx Biopharmaceuticals, Inc. (AMEX: RGN), announced today the results of its year ended December 31, 2004. The Company had a net loss of $3,326,399 or $0.10 per share for the year ended December 31, 2004, compared with net loss of $1,659,875 or $0.06 per share for the year ended December 31, 2003. The net loss for 2004 resulted primarily from the continued research and development expenditures related to the initiation of Phase II clinical trials to study the Company's product, Thymosin beta 4 (Tß4) for the treatment of chronic dermal wounds, research and development efforts related to its technology, scale-up manufacturing and formulation efforts, and the administrative costs associated with managing the Company's projects. The approximately $2.9 million cash position at December 31, 2004 includes $1.25 million from the first closing of a private placement in December of 2004, but does not include the $4.6 million raised in the second closing completed the first week in January 2005. At January 10, 2005, RegeneRx had approximately $7.5 million of cash.

Highlights for 2004, and subsequently, included:

  • Completion of two private equity financings and exercise of warrants securing $9.66 million in operating capital and the continued participation in these financings by Sigma-Tau Group, a leading Italian pharmaceutical company; Receipt of the first issued patent for Tß4 for wound healing and submission of several world-wide patents covering newly identified components of the Tß4 platform increasing RegeneRx's intellectual property; A major scientific publication in Nature indicating Tß4's ability to significantly prevent/repair damage to the heart after a heart attack in laboratory animals; Additional scientific publications and presentations by independent research institutions and collaborators who continued to obtain data supporting the dermal and ocular wound healing properties of Tß4; FDA Orphan Drug Designation for Tß4 to treat patients with epidermolysis bullosa; FDA clearance of three Phase II clinical trials for dermal wound healing (patients with pressure ulcers, venous stasis ulcers, and epidermolysis bullosa); and
  • Listing on the American Stock Exchange

"We were very pleased with our progress in 2004 as we expanded clinical development of our Tß4 platform, received clearance for our first three Phase II trials by the FDA, and achieved numerous other important milestones. We continue to be encouraged with the growing and significant body of scientific data emanating from independent researchers that not only supports the scientific rationale behind our clinical work, but also helps us identify additional ways Tß4 may be used therapeutically, as was the case in the cardiovascular area in 2004," said J.J. Finkelstein, President and CEO. "I think our stock appreciation reflected our achievements this past year and we look forward to continuing with similar successes in 2005," he went on to say. Finkelstein also noted, "Outsourcing key aspects of our product development efforts continues to be an effective way in which to move our technology forward without substantial investment in infrastructure and overhead. With our current cash position we have sufficient capital to implement our business plan for the next 18-24 months and look forward to the results of our clinical trials in the U.S. and Europe during this period. Additionally, we are keenly focused on the cardiovascular potential for our technology and we intend to meet with the FDA to discuss filing an IND for a cardiovascular indication as soon as possible."

About RegeneRx Biopharmaceuticals, Inc.
RegeneRx (www.regenerx.com) is a biopharmaceutical company developing Tß4 as a platform technology for the treatment of acute and chronic wounds and for a variety of human diseases involving tissue and organ repair under an exclusive world-wide license from the National Institutes of Health. The company holds over fifty world-wide patents and patent applications related to dermal, ocular, and internal wounds and tissue repair, including the prevention and treatment cardiac and neurological injuries, as well as patents related to the treatment of septic shock. RegeneRx has received clearance from the U.S. FDA for its first three Phase II dermal wound healing clinical trials.

Safe Harbor Statement
The information in this press release may include certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements concern the Company's current expectations regarding future events, including the regulatory approval process and the ongoing and prospective development and commercialization of Tß4 and possible future benefits to the Company, its stockholders, and patients. Due to the nature of clinical trials, product development and the regulatory approval process, the forward-looking statements contained in this press release are subject to risks and uncertainties, including those reflected in the Company's filings with the Securities and Exchange Commission, particularly its most recent Annual Report on Form 10-KSB. The Company assumes no obligation to update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company.

 	
			BALANCE SHEETS
			December 31, 2004 and 2003


					December 31,
					2004	 	 	2003
	 
ASSETS
Current assets
Cash and cash equivalents	  	$	2,874,260	 	 $	1,019,889
Due from related parties	  	 	12,357	 	 	    26,897
Deferred offering costs	 	 		75,884	 	—
Other current assets	  	 		30,338	 	  	36,428

Total current assets	  	 		2,992,839	 	  	1,083,214
Fixed assets, net of accumulated
depreciation of $10,001 and $7,613		2,587	 	 	3,377
Proprietary rights, net of accumulated
amortization of $4,760 and $2,973			21,440	 	  	23,227
Deferred patent costs	  	 		271,635	 	 	—

Total assets				3,288,501	  	$	1,109,818

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable 			$	405,997	 	 $	81,268
Accrued expenses	 			153,879	 	 	91,734
Letter agreements with vendors			20,046	 	 	20,046

Total current liabilities	  	 		579,922			193,048

Commitments	  	 		—	 	 	—
Stockholders’ equity
Preferred stock, $.001 par value per share,
1,000,000 authorized; no shares issued		—		 	—
Common stock, par value $.001 per share,
100,000,000 shares authorized; 34,577,356
and 30,098,968 issued and outstanding	 	34,577	 	 	30,099
Additional paid-in capital	  	 	45,179,591	    		 40,065,861
Accumulated deficit	  	 		(42,505,589) 		(39,179,190)

Total stockholders’ equity			2,708,579	 	 	916,770
Total liabilities and 
stockholders’ equity	  		$	3,288,501	 	$	1,109,818


		STATEMENTS OF OPERATIONS
		Years ended December 31, 2004 and 2003
	 	Years ended December 31,

					2004	 	 	2003
	 
Revenue	  			$	 —	  	$	 —	 
 	 
Expenses
Research and development	  	 	2,184,314	 		775,752
General and administrative	  	 	1,158,450	 	 	848,743
Total expenses	  		 	3,342,764	  	 	1,624,495
Operating loss	  	 		(3,342,764)	 		(1,624,495)
Other income (expense)
Interest income	  	 		16,435	 	 	7,571
Interest expense	  	 		(70)	 	 	(42,951)
Total other income (expense)	  	 	16,365	 	 	 (35,380)
Net loss	  			$	(3,326,399)	 	$	(1,659,875)
Basic and diluted net loss per common share	  $	(0.10)	 	$	(0.06)
Weighted average number of
common shares outstanding	  		 32,909,753	  	28,522,042


		STATEMENTS OF STOCKHOLDERS’ EQUITY
		Years ended December 31, 2004 and 2003

 	  		Common stock							Total
					Additional		Accumulated	Stock stockholders’
			Shares	Amount	paid-in capital	deficit	subscriptions equity

Balance, December 31, 2002  26,965,479	$ 26,966	$38,102,136	$(37,519,315) $(300,000) $309,787
Issuance of common stock	3,184,713	 	3,185	 	1,986,815	—	—	1,990,000
Issuance of warrants	  	—	 	 —	 	  40,648	—	—	40,648
Exercise of options and warrants	306,500	 	 306 	30,345	—	 	—	30,651
Repayment and modification of
subscription receivable	  	(357,724)	 (358)	 (109,642)	—	  300,000	190,000
Stock option compensation	  	—	—	  	15,559	 —	—	15,559
Net loss	  	—	 —	—	  (1,659,875)	 — 	(1,659,875)

Balance, December 31, 2003 	30,098,968	 30,099	 40,065,861	(39,179,190) —	916,770
Issuance of common stock	2,778,197	2,778	3,428,646	—	—	3,431,424
Exercise of warrants	  	1,675,191	1,675	1,574,676	—	—	1,576,351
Exercise of options	  	25,000	 	25	  2,100	—	— 	 2,125
Stock option compensation	  	—	 —	  108,308	 —	— 	 108,308
Net loss	  	—	 	— 	 	 (3,326,399)	—	  	(3,326,399)

Balance, December 31, 2004	 34,577,356	$34,577	$45,179,591	$(42,505,589) $ —  $2,708,579

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