MEDG Medgenics(Regs)

 

TIDMMEDG 
 
RNS Number : 9290R 
Medgenics Inc 
01 September 2010 
 

                                Medgenics, Inc. 
                         ("Medgenics" or the "Company") 
 
                    Notice of Annual Meeting of Stockholders 
 
The Company has posted notice of its Annual Meeting of Stockholders (the 
"Notice") to be convened on September 13, 2010 in New York, New York, USA to its 
Stockholders of record as of August 20, 2010. The Notice is available on the 
Company's website at www.medgenics.com. The Annual Meeting of Stockholders is 
being convened for the following purposes: 
1.  To elect six (6) persons to serve on the Company's Board of Directors until 
the next annual meeting of stockholders and until their respective successors 
are duly elected and qualified.  The Board of Directors has nominated  Eugene 
Andrew Bauer, M.D, Andrew Leonard Pearlman, Ph.D., Joel Stephen Kanter, Gary 
Allan Brukardt, Stephen Devon McMurray, M.D and Alastair Clemow, Ph.D., each a 
current director of the Company, to be re-elected to the Board. 
2.  To ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst 
& Young Global, as the Company's independent registered public accounting firm 
for the fiscal year ending December 31, 2010. 
3.  To approve an increase in the number of shares of common stock available 
under the 2006 Stock Incentive Plan (the "Plan") from 48,494,572 shares to 
60,500,000 shares.  Because only a limited number of shares remain available 
under the Plan currently, the Board believes that such increase is necessary in 
order to be able to continue to utilize the Plan as an effective tool to 
attract, retain and motivate high-quality employees, officers, directors, 
advisors and consultants.  In the Company's AIM admission document, published 
when its Common Stock was admitted to trading on AIM in December 2007, the 
Company committed that, for so long as its Common Stock is admitted to trading 
on AIM or the Official List, it shall not, after the date of admission (December 
4, 2007), issue awards under the Plan for a number of shares that shall in 
aggregate exceed 10% of the number of shares outstanding on the relevant date of 
grant. The Company is in a dynamic state of development, as it seeks to expand 
its research and development activities, as well as its partnering and other 
business development activities. The Board anticipates a need to have the 
capacity to issue sufficient stock options or other awards to attract new 
directors and retain a chief financial officer and additional senior personnel 
in the near future. The Board believes that continuing to comply with the 10% 
guideline may significantly inhibit the Company's ability to prepare a 
comprehensive compensation package to attract such executives. Given all these 
considerations, the Board is proposing, with the approval of the Company's 
nominated adviser and brokers, a moderate adjustment in the limitation such 
that, for so long as the Company's Common Stock is admitted to trading on AIM or 
the Official List, the Company shall not, after the date of admission (December 
4, 2007), issue awards under the Plan for a number of shares that shall 
(excluding all options granted prior to admission) in aggregate exceed 12% of 
the number of shares outstanding on the relevant date of grant.  The relevant 
text of the proposed amendment to the Plan is as follows: 
The maximum number of shares authorized to be issued under the Incentive Plan 
shall be 60,500,000 shares of the Company's Common Stock; provided, however, 
that for so long as the Company's Common Stock is admitted for trading on AIM, 
on the date of grant of any Award hereunder (the "Relevant Grant Date"), the 
aggregate number of shares in respect of which Awards granted on or after 
December 4, 2007 and which remain outstanding and unexercised shall not exceed 
12% of the number of shares of the Company's Common Stock issued and outstanding 
on the Relevant Grant Date. 
4.  To transact such other business as may properly come before the meeting or 
any adjournment or postponement of the meeting. 
 
For further information, contact: 
 
+-----------------------------------------+--------------------------+ 
| Medgenics, Inc.                         | Phone: +972 4 902 8900   | 
| Dr. Andrew L. Pearlman                  |                          | 
|                                         |                          | 
+-----------------------------------------+--------------------------+ 
| Religare Capital Markets (Nominated     | Phone: +44 207 444 0800  | 
| Adviser)                                |                          | 
| James Pinner                            |                          | 
| Derek Crowhurst                         |                          | 
|                                         |                          | 
+-----------------------------------------+--------------------------+ 
| SVS Securities plc (Joint Broker)       | Phone: +44 207 638 5600  | 
| Ian Callaway                            |                          | 
|                                         |                          | 
+-----------------------------------------+--------------------------+ 
| Nomura Code Securities PLC (Joint       | Phone: +44 207 776 1219  | 
| Broker)                                 |                          | 
+-----------------------------------------+--------------------------+ 
 
Notes to Editors: 
 
About Medgenics: 
 
Medgenics is a commercial-stage biopharmaceutical company developing its unique 
tissue-based Biopump platform technology to provide sustained-action protein 
therapy for the treatment of a range of chronic diseases. The first revenue 
generating commercial deal with a well known multinational pharmaceutical 
company was negotiated in late 2009 and we look forward to generating additional 
deals to further commercialise the Biopump platform technology. 
 
Biopumps are made using needle biopsies taken from the lower layer of the 
patient's skin under local anaesthetic, and processed during 10-14 days to 
become 30 mm long tissue biofactories producing the required protein.  The 
requisite number of Biopumps are injected under the patient's skin to provide 
sustained protein production and delivery for many months. The Company is 
developing the Biopump to provide substantially greater safety and reliability 
in protein treatment in a more cost effective manner than experienced with the 
existing injected protein therapies.  Medgenics currently has three products in 
development based on this technology and addressing the indications of: 
 
- anaemia - using EPODURE, a Biopump producing erythropoietin (EPO) 
 
- hepatitis-C - using INFRADURE - a Biopump producing interferon-alpha (IFN-a) 
 
- haemophilia - using a Biopump to produce clotting Factor VIII 
 
The Company's Phase I/II clinical trial using EPODURE to treat anaemia in 
patients with chronic kidney disease, has demonstrated proof of concept of the 
Biopump. Designed to produce and deliver a therapeutic dose of EPO steadily for 
six months or more, EPODURE Biopumps have already provided effective anaemia 
treatment in patients for 6-12 months, even at the low administered dose. 
 
Medgenics intends to develop its innovative products and bring them to market 
via multiple strategic partnerships with major pharmaceutical and/or medical 
device companies. In addition to treatments for anaemia, hepatitis-C, and 
haemophilia, Medgenics plans to develop and/or out-license a pipeline of future 
Biopump products targeting the large and rapidly growing global protein therapy 
market, which is forecast to reach US $95 billion by the end of 2010. Other 
potential applications of Biopumps producing various proteins include multiple 
sclerosis, arthritis, paediatric growth hormone deficiency, obesity, and 
diabetes. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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