Medgenics, Inc. (the "Company") Issue of Options and Restricted Shares to Directors and Officers
Jan 4th 2013 12:20PM
Updated Jan 4th 2013 12:24PM
Medgenics, Inc. (the "Company")
Issue of Options and Restricted Shares to Directors and Officers
MISGAV, Israel & SAN FRANCISCO--(BUSINESS WIRE)-- 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
|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|
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..
Medgenics is developing and commercializing Biopump™, 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™ 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.
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.
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.
Dr. Andrew L. Pearlman, +972-4-902-8900
Anne Marie Fields, 212-838-3777
Adam Michael, +44-207-398-7719
SVS Securities plc (Joint Broker)
Alex Mattey, +44-207-638-5600
Nomura Code Securities (NOMAD/Broker)
Jonathan Senior, +44-207-776-1219
KEYWORDS: United States North America California Middle East Israel
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