MISGAV, Israel & SAN FRANCISCO--()--Medgenics, Inc. (NYSE MKT: MDGN and AIM: MEDU, MEDG) (the “Company” or “Medgenics”), the developer of a novel platform technology for the sustained production and delivery of therapeutic proteins in patients using their own tissue, today announced that it has priced an underwritten public offering of 5,600,000 shares of common stock and Series 2013-A warrants to purchase up to an aggregate of 2,800,000 shares of common stock at an initial exercise price of $6.78. The shares and the warrants will be sold together as a fixed combination, each consisting of one share of common stock and a warrant to purchase one-half of a share of common stock, at a price to the public of $5.25 per fixed combination. The shares of common stock and warrants will be issued separately. Gross proceeds to Medgenics will be $29,400,000. The offering is expected to close on February 13, 2013, subject to customary closing conditions.
Maxim Group LLC is acting as sole book-running manager for the offering. National Securities Corporation and MLV & Co. are acting as co-managers for the offering. Nomura Code Securities Limited and SVS Securities Plc acted as sub-agents to the offering in Europe. Medgenics has granted the underwriters a 45-day option to purchase up to an aggregate of 840,000 additional shares of common stock and/or additional warrants to purchase up to an aggregate of 420,000 shares of common stock.
The securities described above are being offered pursuant to a prospectus supplement and an accompanying prospectus filed by Medgenics as part of a shelf registration statement, previously filed with and declared effective by the U.S. Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement related to the offering, together with the accompanying prospectus, was filed with the SEC on February 7, 2013. A final prospectus supplement related to the offering, together with the accompanying prospectus, will be filed with the SEC. The preliminary prospectus supplement, together with the accompanying prospectus, is available, and the final prospectus supplement, together with the accompanying prospectus, will be available, on the SEC's website at http://www.sec.gov. In addition, copies of the preliminary prospectus supplement and the accompanying prospectus, and the final prospectus supplement and accompanying prospectus, when available, may be obtained from Maxim Group LLC, Equity Syndicate Prospectus Department, 405 Lexington Avenue, 2nd Floor, New York, NY, 10022, or by telephone at 1-212-895-3745, or by email at firstname.lastname@example.org.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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.
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.