Medgenics, Inc. (NYSE Amex: MDGN) (NYSE Amex: MDGN.W) (AIM: MEDG)
(AIM: MEDU), the company that has developed a novel technology for
the sustained manufacture and delivery of therapeutic proteins
continuously in patients using their own tissue, today announced
the pricing of its initial underwritten public offering in the
United States of 2,460,000 Common Shares, having a par value of US
$0.0001 each (the "Common Stock"), and redeemable Common Stock
purchase warrants to purchase 2,460,000 shares of additional Common
Stock (the "Warrants"), at a price to the public of $4.54 per share
of Common Stock and $0.46 per corresponding Warrant, or an
aggregate price of $5.00 for the combination of one share and one
Warrant. Medgenics expects that the net proceeds of the offering
will be approximately $10 million after deducting underwriting
discounts and commissions and other estimated offering expenses. In
addition, the Company has granted the underwriters a 45-day option
to purchase 369,000 additional shares of Common Stock and 369,000
additional Warrants to cover over-allotments.
Each Warrant included in the offering entitles the holder to
purchase one share of Common Stock at an initial exercise price of
$6.00. The Warrants will have a 5-year term from the date of
issuance and will be immediately exercisable for cash only. The
Company has the right to redeem the Warrants for $0.01 per Warrant
in the event the price of the Common Stock exceeds $10.00 for any
20 trading days within a 30 consecutive trading day period. The
Common Stock and the Warrants begin trading today, April 8, 2011,
on NYSE Amex under the trading symbol "MDGN" and "MDGN.W"
respectively.
The offering is expected to close on or about April 13, 2011,
subject to the satisfaction of customary closing conditions.
Accordingly, it is expected that the Common Stock will also be
admitted to the AIM market of the London Stock Exchange on April
14, 2011 under the trading symbol "MEDU".
Roth Capital Partners is acting as the sole book-running manager
for the offering and Maxim Group LLC is acting as co-lead
manager.
Medgenics intends to use the proceeds from this offering for
product development activities, including clinical trials of its
product candidates EPODURE to treat anemia in chronic kidney
disease, INFRADURE to treat hepatitis C and HEMODURE to treat
hemophilia, for patent maintenance fees and intellectual property
support and for working capital and other general corporate
purposes, which may include the acquisition or licensing of
complementary technologies, products or business.
The shares of Common Stock and the Warrants are being offered by
the Company pursuant to a registration statement previously filed
and declared effective by the Securities and Exchange Commission on
April 6, 2011. Electronic copies of the prospectus may be obtained,
when available, at the Securities and Exchange Commission's website
at http://www.sec.gov/ and on the Company's website
(www.medgenics.com). Copies of the prospectus may also be obtained
from Roth Capital Partners, LLC Equity Capital Markets, 24
Corporate Plaza, Newport Beach, CA 92660, at 800-678-9147 and
Rothecm@roth.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
About Medgenics
Notes to Editors:
Medgenics is a medical technology and therapeutics company
focused on providing sustained protein therapies, having developed
its unique tissue-based Biopump platform technology to provide
sustained-action protein therapy for the treatment of a range of
chronic diseases using the patient's own tissue. The Company has
reported proof of concept of the Biopump approach in a Phase I/II
clinical trial in its first clinical application, treatment of
anemia due to renal failure, where a single administration of
Biopumps producing erythropoietin has demonstrated sustained anemia
treatment in 14 patients to date, most showing 6 months or more of
safe and sustained treatment, and one more than 2 years. The first
revenue generating commercial deal was negotiated in late 2009 for
development of a Biopump producing clotting Factor VIII to treat
hemophilia. The Company intends to seek additional deals with
various strategic partners to further develop the Biopump platform
technology for a range of clinical applications.
Biopumps are made using needle biopsies taken from the lower
layer of the patient's skin under local anesthetic, and processed
during 10-14 days to become 30 mm long tissue biofactories, or
Biopumps, producing the required protein. The requisite number of
Biopumps are injected 1-2mm under the patient's skin, where they
heal in place and can provide sustained protein production and
delivery for many months. The Company believes that delivery can be
reversed or down-dosed by ablation or removal of one or all
Biopumps. The Company is developing the Biopump to provide
substantially greater safety and reliability in protein treatment
in a more cost effective manner than experienced with the existing
injected protein therapies. Medgenics currently has three products
in development based on this technology, addressing the indications
of:
- Anemia - using EPODURE, a Biopump producing erythropoietin
(EPO)
- Hepatitis-C - using INFRADURE - a Biopump producing
interferon-alpha (IFN-a)
- Hemophilia - using HEMODURE - a Biopump producing clotting
Factor VIII
The Company is completing its Phase I/II clinical trial using
EPODURE to treat anemia in patients with chronic kidney disease.
Designed to produce and deliver a therapeutic dose of EPO steadily
for six months or more, EPODURE Biopumps have delivered EPO in all
14 patients treated to date, and provided effective anemia
treatment for 6 months or more in most patients treated, with the
longest continuing for 29 months or more. The Company is now
preparing for a Phase I/II trial of INFRADURE for treatment of
hepatitis C, where the treatment has potential to provide the
benefits of interferon-alpha treatment, but with much reduced side
effects caused by the high concentrations of bolus injections and
their resulting side effects. The Company hopes to launch the first
INFRADURE trial for hepatitis C during the coming year.
Medgenics intends to develop its innovative products and bring
them to market via multiple strategic partnerships with major
pharmaceutical and/or medical device companies. In addition to
treatments for anemia, hepatitis C 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 was estimated to have reached US $95 billion by the
end of 2010. Other potential applications of Biopumps producing
various proteins include multiple sclerosis, arthritis, pediatric
growth hormone deficiency, obesity, and diabetes, as well as rare
diseases.
CAUTIONARY NOTICE REGARDING 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.
For further information, contact: Medgenics, Inc. Dr. Andrew L.
Pearlman Leslie Wolf-Creutzfeldt 646-284-9472
Leslie.wolf-creutzfeldt@grayling.com Grayling NY
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