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 £1=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 Shares||% of Issued Share Capital||Instrument||Number||Expiry Date||Exercise Price||Total interests||% of Issued Share Capital|
|Isaac Blech(Director) & related parties1||1,652,471||Warrant||230,357||22/9/2015||$4.54|
|Joel S. Kanter (Director) & related parties2||1,207,332||Warrant||26,785||22/9/2015||$4.54|
|Andrew L. Pearlman (Director) & related parties4||35,375||Warrant||35,922||31/3/2016||$0.0002|
|Chicago Investments, Inc.3||637,008||Warrant||5,357||22/9/2015||$4.54|
|CIBC Trust Company (Bahamas) Limited, as Trustee of T-5553||349,386||Warrant||10,714||22/9/2015||$4.54|
|Eugene A. Bauer (Director)||173,017||Options||28,571||14/9/2020||$8.19|
|Stephen D. McMurray (Director)||79,835||Warrant||644||12/4/2016||$4.99|
|Alastair Clemow (Director)||7,000||Options||12,857||13/9/2020||$8.19|
- Restricted shares
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 f\b\o Isaac Blech|
|II.||400,000 Common shares and warrants to subscribe for 400,000 Common shares held by Liberty Charitable Remainder Trust f\b\o Isaac Blech|
|III.||400,000 Common shares and warrants to subscribe for 400,000 Common shares held by West Charitable Remainder Unitrust|
|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.|
Medgenics has three long-acting protein therapy products in development based on this technology:
- EPODURE™ 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™ 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™ for sustained production and delivery of clotting Factor VIII therapy for the sustained prophylactic treatment of hemophilia, which is now in development.