TIDMMEDG TIDMMEDU
RNS Number : 8976U
Medgenics Inc
04 January 2013
Press Release 4 January 2013
Medgenics, Inc.
(the "Company")
Issue of Options and Restricted Shares to Directors and
Officers
Medgenics, Inc. (NYSE MKT: MDGN and AIM: MEDU, MEDG), the
developer of a novel technology for the sustained production and
delivery of therapeutic proteins in patients using their own
tissue, announces that, on 2 January 2013 it (i) granted options to
subscribe for 15,000 shares of the Company's common stock, par
value US$0.0001 ("Common Shares") ("Options") and (ii) made a
restricted share award of 7,000 Common Shares ("Restricted Shares")
to each of Isaac Blech, Sol Barer, Alastair Clemow, Joel Kanter,
and Stephen McMurray, all non-executive directors of the Company,
as part of their remuneration for the year.
-
50% of these Restricted Shares will be vested on 3 January, 2013
and the remaining 50% will be vested one year from the date
awarded, 2 January 2013 (the "Reference Date"). All of the Options
are for a term of 10 years commencing on the Reference Date, vest
in equal instalments on each of the first three anniversaries of
the Reference Date and have an exercise price of US$7.25 or, based
on an exchange rate of GBP1=US$1.63, 445 pence per Common Share,
being the MDGN closing price on the Reference Date as reported on
NYSE MKT.
These awards of Restricted Shares and Options were made pursuant
to the terms of the Company's 2006 Stock Incentive Plan (as
amended, the "2006 Stock Plan") previously approved by the
Company's stockholders and in accordance with the Board approved
non-executive director compensation program, adopted on 22 March
2010 and amended on 9 December 2011 and October 16, 2012, which
provides for each non-executive director: annual grants of options
to purchase 15,000 Common Shares and awards of 7,000 Restricted
Shares; an annual cash retainer fee of $15,000; and meeting
attendance fees ranging from $1,000 to $2,500 per meeting,
depending on the location and type of meeting. In addition,
committee chairmen are entitled to an annual cash fee of
$5,000.
This announcement is being made pursuant to the London Stock
Exchange's AIM Rules for Companies admitted to trading on the AIM
market.
Following the award of the Restricted Shares and grant of the
Options to the non-executive Directors, the interests of the
directors of the Company and their related parties and other
significant shareholders in the Common Shares of which the Company
is aware will be as follows:
Name Common % of Instrument Number Expiry Date Exercise Total % of
Shares Issued Price interests Issued
Share Share
Capital Capital
Isaac
Blech(Director)
& related
parties(1) 1,652,471 Warrant 230,357 22/9/2015 $4.54
Warrant 1,000,000 12/4/2016 $6.00
Options 19,068 10/12/2020 $6.65
Options 15,000 2/1/2022 $2.66
Options 15,000 2/1/2023 $7.25
7,000*
------------ --------- ----------- ---------- ------------ --------- ------------ ---------
Total 1,659,471 13.4% 1,279,425 2,938,896 23.8%
Joel S.
Kanter
(Director)
& related
parties(2) 1,207,332 Warrant 26,785 22/9/2015 $4.54
Warrant 15,540 12/4/2016 $4.99
Options 8,571 11/1/2021 $6.55
Options 28,571 14/9/2020 $8.19
Options 15,000 2/1/2022 $2.66
Options 15,000 2/1/2023 $7.25
7,000*
------------ --------- ----------- ---------- ------------ --------- ------------ ---------
Total 1,214,332 9.8% Options 109,377 1,323,709 10.7%
Andrew L.
Pearlman
(Director)
& related
parties(4) 35,375 Warrant 35,922 31/3/2016 $0.0002
Warrant 682,240 31/3/2016 $2.49
Options 182,806 31/3/2016 $2.49
Options 80,000 9/12/2021 $3.14
Total 35,375 0.3% 980,968 1,016,343 8.2%%
Beryl Steinberg 621,443 Warrant 21,885 12/4//2016 $4.99
Total 621,443 5.0% 21,885 643,328 5.2%
Chicago
Investments,
Inc.(3) 637,008 Warrant 5,357 22/9/2015 $4.54
Warrant 8,368 12/4/2016 $4.99
Total 637,008 5.2% 13,725 650,733 5.3%
Andrew Cader 788,950 Warrant 264,000 12/4/2016 $6.00
------------ --------- ----------- ---------- ------------ --------- ------------ ---------
Total 788,950 6.4% 264,000 1,052,950 8.5%
CIBC Trust
Company
(Bahamas)
Limited,
as Trustee
of T-555(3) 349,386 Warrant 10,714 22/9/2015 $4.54
Warrant 5,150 12/4/2016 $4.99
------------ --------- ----------- ---------- ------------ --------- ------------ ---------
349,386 2.8% 15,864 365,250 3.0%
Eugene A.
Bauer (Director) 173,017 Options 28,571 14/9/2020 $8.19
42,857*
------------ --------- ----------- ---------- ------------ --------- ------------ ---------
Total 215,874 1.7% 28,571 244,445 2.0%
Stephen
D. McMurray
(Director) 79,835 Warrant 644 12/4/2016 $4.99
Options 12,857 11/1/2021 $6.55
Options 28,571 14/9/2020 $8.19
Options 15,000 2/1/2022 $2.66
Options 15,000 2/1/2023 $7.25
7,000*
------------ --------- ----------- ---------- ------------ --------- ------------ ---------
Total 86,835 0.7% 72,072 158,907 1.3%
Sol Options 900,000 30-6-2017 $10.80
Barer
(Director) Options 15,000 2/1/2023 $7.25
7,000*
Total 7,000 0.1% 915,000 922,000 7.5%
Alastair
Clemow
(Director) 7,000 Options 12,857 13/9/2020 $8.19
Options 12,857 11/1/2021 $6.55
Options 15,000 2/1/2022 $2.66
Options 15,000 2/1/2023 $7.25
7,000*
------------ --------- ----------- ---------- ------------ --------- ------------ ---------
Total 14,000 0.1% 55,714 69,714 0.6%
-- Restricted shares
Notes
(1) Included within the interests of Isaac Blech are his
interests in:
I. 845,471 Common shares and warrants to subscribe for 430,357
Common shares held by River Charitable fbo Isaac Blech
II. 400,000 Common shares and warrants to subscribe for 400,000
Common shares held by Liberty Charitable Remainder Trust fbo Isaac
Blech
III. 400,000 Common shares and warrants to subscribe for 400,000
Common shares held by West Charitable Remainder Unitrust
(2) Included within the interests of Joel Kanter are his
interests in:
I. 106,889 Common Shares and warrants to subscribe for 12,646
Common shares held by the Kanter Family Foundation, an Illinois
not-for-profit corporation of which Mr. Kanter is the President and
is a Director;
II. 349,388 Common Shares and warrants to subscribe for 28,721
Common shares held by CIBC Trust Company (Bahamas) Limited
("CIBC"). CIBC is the trustee of Settlement T-555 (the "CIBC
Trust"). The CIBC Trust was established for the benefit of various
descendants of (i) Helen and Henry Krakow, and (ii) Beatrice and
Morris Kanter. Mr. Kanter is a discretionary beneficiary of the
CIBC Trust. Sole voting and investment control of the Common Shares
owned by the CIBC Trust is vested in CIBC as trustee of the CIBC
Trust;
III. 637,008 Common Shares and warrants to subscribe for 13,725
Common shares held by Chicago Investments, Inc. ("CII"). CII is a
majority-owned subsidiary of Chicago Holdings, Inc. ("CHI"). CHI is
majority owned by various trusts (together the "Kanter Trusts")
established for the benefit of various descendants of (i) Helen and
Henry Krakow, and (ii) Beatrice and Morris Kanter. Joel Kanter is a
discretionary beneficiary of some, but not all, of the Kanter
Trusts. Sole voting and investment control of the Common Shares
owned by CII is vested in Mr. Kanter's brother, Joshua Kanter, as
President of CII; and
IV. 6,870 Common Shares held by Chicago Private Investments, Inc
("CPI"). CPI is a wholly owned subsidiary of The Holding Company
("THC"). THC is owned by Kanter Trusts. Sole voting and investment
control of the shares of the Company owned by CPI is vested in Mr.
Kanter's brother, Joshua Kanter, as President of CPI.
(3) For the purpose of the AIM Rules, also included within the
interests of Joel Kanter (Director)..
For the purposes of applicable US Securities Laws and
regulations, Mr. Kanter disclaims all beneficial and pecuniary
interest to the Common Shares held by CII and CPI and the CIBC
Trust. Such disclaimer does not affect Mr. Kanter's status as a
discretionary beneficiary under the Kanter Trusts or the CIBC
Trust.
(4) Including interests in 94 Common shares held by family
members and 1,719 Common Shares and warrants to subscribe for
35,922 Common shares held by ADP Holdings LLC, a company in which
Andrew Pearlman is interested, and 177,050 warrants held by trusts
of which Dr. Pearlman is a trustee..
About Medgenics
Medgenics is developing and commercializing Biopump(TM), a
proprietary tissue-based platform technology for the sustained
production and delivery of therapeutic proteins using the patient's
own tissue for the treatment of a range of chronic diseases
including anemia, hepatitis and hemophilia, among others. Medgenics
believes this approach has multiple benefits compared with current
treatments, which include regular and costly injections of
therapeutic proteins.
Medgenics has three long-acting protein therapy products in
development based on this technology:
-- EPODURE(TM) to produce and deliver erythropoietin from a
single administration, which has demonstrated elevation and
stabilization of hemoglobin levels in anemic patients for periods
of six months to more than 36 months in a Phase I/II dose-ranging
trial in Israel and is currently in a Phase IIa trial in dialysis
in Israel. An Investigational New Drug application has been cleared
by the FDA to initiate a Phase IIb study to evaluate the safety and
efficacy of EPODURE in the treatment of anemia in dialysis patients
in the U.S., expected to launch in H2 2013.
-- INFRADURE(TM) for sustained production and delivery of
interferon-alpha for use in the treatment of hepatitis, which has
received approval for two Phase I/II trials in hepatitis C from the
Israeli Ministry of Health with the first slated to commence in
2013; and has received Orphan Drug Designation from the FDA for the
treatment of hepatitis D.
-- HEMODURE(TM) for sustained production and delivery of
clotting Factor VIII therapy for the sustained prophylactic
treatment of hemophilia, which is now in development.
Medgenics is focused on the development and manufacturing of its
innovative Biopumps, aiming to bring them to market via strategic
partnerships with major pharmaceutical and/or medical device
companies.
In addition to treatments for anemia, hepatitis and hemophilia,
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 $132 billion in
2013. Other potential applications for Biopumps include multiple
sclerosis, arthritis, pediatric growth hormone deficiency, obesity
and diabetes.
Forward-looking Statements
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, Section 21E
of the Securities Exchange Act of 1934 and as that term is defined
in the Private Securities Litigation Reform Act of 1995, which
include all statements other than statements of historical fact,
including (without limitation) those regarding the Company's
financial position, its development and business strategy, its
product candidates and the plans and objectives of management for
future operations. The Company intends that such forward-looking
statements be subject to the safe harbors created by such laws.
Forward-looking statements are sometimes identified by their use of
the terms and phrases such as "estimate," "project," "intend, "
"forecast," "anticipate," "plan," "planning, "expect," "believe,"
"will," "will likely," "should," "could," "would," "may" or the
negative of such terms and other comparable terminology. All such
forward-looking statements are based on current expectations and
are subject to risks and uncertainties. Should any of these risks
or uncertainties materialize, or should any of the Company's
assumptions prove incorrect, actual results may differ materially
from those included within these forward-looking statements.
Accordingly, no undue reliance should be placed on these
forward-looking statements, which speak only as of the date made.
The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.
As a result of these factors, the events described in the
forward-looking statements contained in this release may not
occur.
For further information, contact:
Medgenics, Inc. Phone: +972 4 902 8900
Dr. Andrew L. Pearlman
Andrew.pearlman@medgenics.com
LHA Phone: 212-838-3777
Anne Marie Fields
afields@lhai.com
Abchurch Communications Phone: +44 207 398 7719
Adam Michael
Joanne Shears
Jamie Hooper
jamie.hooper@abchurch-group.com
SVS Securities plc (Joint Broker) Phone: +44 207 638 5600
Alex Mattey
Ian Callaway
Nomura Code Securities (NOMAD/Broker) Phone: +44 207 776 1219
Jonathan Senior
Giles Balleny
-ENDS-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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