(DEL AM)
03 Agosto 2016 - 5:03AM
Edgar (US Regulatory)
August 2, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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RegeneRx Biopharmaceuticals, Inc.
Registration Statement on Form S-1 (File No. 333-212606)
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Ladies and Gentlemen:
We are filing this letter in order to provide
the staff of the Division of Corporation Finance sufficient time to perform its customary screening and review of registration
statements prior to their effectiveness.
Pursuant to Rule 473(c) of the Securities
Act of 1933, as amended (the “Act”), the following delaying amendment, prescribed by Rule 473(a) of the Act, is hereby
incorporated into the cover page of Amendment No. 1 to the Registration Statement on Form S-1, File No. 333-212606, filed by RegeneRx
Biopharmaceuticals, Inc. on July 29, 2016:
“The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall
become effective on such date as the Commission acting pursuant to said Section 8(a) of the Securities Act of 1933, as amended,
may determine.”
If
you have any questions or comments in connection with this delaying amendment, please contact Andrew M. Nick (612-492-7457) or
Todd A. Taylor (612-492-7355) of Fredrikson & Byron, P.A.
RegeneRx Biopharmaceuticals, Inc.
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/s/ J.J. Finkelstein
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J.J. Finkelstein
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Chief Executive Officer
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