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| [February 08, 2013] |
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Medgenics Prices Public Offering of Common Stock and Warrants
MISGAV, Israel & SAN FRANCISCO --(Business Wire)--
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 (News - Alert)"). A preliminary prospectus supplement related to the offering,
together with the accompanying prospectus, was filed with the SEC on
Februar 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 syndicate@maximgrp.com.
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.
About Medgenics
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.
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.

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