TIDMMEDG TIDMMEDU
RNS Number : 8564S
Medgenics Inc
13 November 2013
Press Release 13 November 2013
Issue of Options to Directors
Medgenics, Inc. (NYSE MKT: MDGN and AIM: MEDU, MEDG) (the
"Company"), the developer of a novel technology for the sustained
production and delivery of therapeutic proteins in patients using
their own tissue, announces that, on 11 November 2013 it granted
options to subscribe for 50,000 shares of the Company's common
stock, par value US$0.0001 ("Common Shares") ("Options") to each of
Eugene Bauer, Isaac Blech, Alastair Clemow, Joel Kanter, and
Stephen McMurray, all directors of the Company, in consideration
for their long standing service as directors of the Company.
All of the Options are for a term of 10 years commencing on 11
November 2013 (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$6.70 or, based on an exchange rate of
GBP1=US$1.60, 419 pence per Common Share, being the MDGN closing
price on the Reference Date as reported on NYSE MKT.
These awards of 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 decision of the Board of Directors effective 11
November 2013.
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 this grant of Options to these Directors,
the interests of the directors of the Company and their related
parties is as follows:
Name Number % of Instrument Number Expiry Exercise Total % of
of Common Issued Date Price Interests Issued
Shares Share Share
Capital Capital
Isaac Blech
(Director)
& related
parties(1) 1,655,971
Sept.
22,
Warrant 230,357 2015 $4.54
Apr.
12,
Warrant 200,000 2016 $6.00
Apr.
12,
Warrant 400,000 2016 $6.00
Apr.
12,
Warrant 400,000 2016 $6.00
Dec.
10,
Option 19,068 2020 $6.65
Jan.
2,
Option 15,000 2022 $2.66
Jan.
2,
Option 15,000 2023 $7.25
Nov.
11,
Option 50,000 2023 $6.70
3,500 *
Total 1,659,471 9.0% 1,329,425 2,988,896 16.2%
Michael F.
Cola -
Sept.
13,
Option 1,500,000 2023 $4.22
Total - 0.0% 1,500,000 1,500,000 8.1%
Sol Barer
(Director) 68,500
June
30,
Option 900,000 2017 $10.80
Jan.
2,
Option 15,000 2023 $7.25
Sept.
13,
Option 400,000 2023 $5.22
3,500 *
Total 72,000 0.4% 1,315,000 1,387,000 7.5%
Joel S.
Kanter
(Director) &
related
parties(2) 1,210,832
Sept.
22,
Warrant 26,785 2015 $4.54
Apr.
12,
Warrant 15,450 2016 $4.99
Sept.
14,
Option 28,571 2020 $8.19
Jan.
11,
Option 8,571 2021 $6.55
Jan.
3,
Option 15,000 2022 $2.66
Jan.
2,
Option 15,000 2023 $7.25
Nov.
11,
Option 50,000 2023 $6.70
3,500 *
Total 1,214,332 6.6% 159,377 1,373,709 7.4%
Andrew L.
Pearlman
(Director) &
related
parties(4) 35,375
Mar.
31,
Warrant 35,922 2016 $0.00
Mar.
31,
Warrant 882,240 2016 $2.49
Sept.
13,
Option 182,806 2014 $2.49
Sept.
13,
Option 80,000 2014 $3.14
Total 35,375 0.2% 1,180,968 1,216,343 6.6%
Chicago
Investments,
Inc.(3) 637,008
Sept.
22,
Warrant 5,357 2015 $4.54
Apr.
12,
Warrant 8,368 2016 $4.99
Total 637,008 3.4% 13,725 650,733 3.5%
CIBC Trust
Company
(Bahamas)
Limited,
as
Trustee of
T-555(3) 349,386
Sept.
22,
Warrant 10,714 2015 $4.54
Apr.
12,
Warrant 5,150 2016 $4.99
Total 349,386 1.9% 15,864 365,250 2.0%
Joseph J.
Grano,
Jr.
(Director) -
Mar.
15,
Option 300,000 2018 $4.99
Total - 0.0% 300,000 300,000 1.6%
Wilbur H.
(Bill)
Gantz
(Director) -
Oct.
15,
Option 300,000 2018 $6.29
Total - 0.0% 300,000 300,000 1.6%
Eugene A.
Bauer
(Director) 187,302
Sept.
14,
Option 28,571 2020 $8.19
Nov.
11,
Option 50,000 2023 $6.70
28,572 *
Total 215,874 1.2% 78,571 294,445 1.6%
Stephen D.
McMurray
(Director) 83,335
Apr.
12,
Warrant 644 2016 $4.99
Jan.
11,
Option 12,857 2021 $6.55
Sept.
14,
Option 28,571 2020 $8.19
Jan.
3,
Option 15,000 2022 $2.66
Jan.
2,
Option 15,000 2023 $7.25
Nov.
11,
Option 50,000 2023 $6.70
3,500 *
Total 86,835 0.5% 122,072 208,907 1.1%
Alastair
Clemow
(Director) 10,500
Sept.
13,
Option 12,857 2020 $8.19
Jan.
11,
Option 12,857 2021 $6.55
Jan.
3,
Option 15,000 2022 $2.66
Jan.
2,
Option 15,000 2023 $7.25
Nov.
11,
Option 50,000 2023 $6.70
3,500 *
Total 14,000 0.1% 105,714 119,714 0.6%
*Restricted shares
Notes:
(1) Included within the interests of Isaac Blech are his interests in:
I. 845,471 Common shares and 430,457 warrants held by River Charitable Remainder fbo
Isaac Blech
II. 400,000 Common shares and 400,000 warrants held by Liberty Charitable Remainder
Trust fbo Isaac Blech
III. 400,000 Common shares and 400,000 warrants 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 total interests of Joel
Kanter (Director).
For the purpose 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 35,922 warrants 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, among others. For more information,
please visit www.medgenics.com.
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.
Contacts:
Medgenics, Inc.
John Leaman, CFO
john.leaman@medgenics.com
Abchurch Communications
Joanne Shears / Jamie Hooper /
Harriet Rae
harriet.rae@abchurch-group.com +44 207 398 7718
Oriel Securities (NOMAD & Joint
Broker)
Jonathan Senior / Giles Balleny +44 207 710 7617
SVS Securities plc (Joint Broker)
Alex Brearley +44 203 700 0100
-ENDS-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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