- Statement of Ownership (SC 13G)
14 February 2012 - 6:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
Medgenics, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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December 31, 2011
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(Date of Event which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the
purpose
of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.
58436Q203
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1.
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Names of Reporting Persons
Joshua Kanter
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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£
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(b)
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£
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
672,903*
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
672,903*
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
672,903*
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
£
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11.
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Percent of Class Represented by Amount in Row (9)
6.9%**
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12.
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Type of Reporting Person (See Instructions)
IN
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* The interests of Joshua Kanter (who is the brother of
Joel Kanter, a director of Medgenics, Inc.) consist of:
(i) 11,015 shares of common stock held directly by
him;
(ii) Securities held by Chicago Investments, Inc. (“CII”).
Sole voting and investment control of common stock held by CII is vested in Joshua Kanter, as President and a Director of CII,
but he disclaims any and all beneficial ownership of securities owned by such entity. Securities beneficially owned by CII consist
of 637,008 shares of common stock, 5,357 shares of common stock subject to warrants exercisable at $4.54 per share expiring on
9/22/15 and 8,368 shares of common stock subject to warrants exercisable at having an exercise price of $4.99 per share expiring
on 4/12/16;
(iii) 4,285 shares of common stock held by The Holding
Company, Inc. (“THC”). Sole voting and investment control of common stock owned by THC is vested in Joshua Kanter,
as President and a Director of THC, but he disclaims any and all beneficial ownership of securities owned by such entity; and
(iv) 6,870 shares of common stock held by Chicago Private
Investments, Inc (“CPI”). Sole voting and investment control of common stock owned by CPI is vested in Joshua Kanter,
as President and a Director of CPI, but he disclaims any and all beneficial ownership of securities owned by such entity.
** Based on 9,757,725 shares of common stock outstanding
as of February 7, 2012, plus 13,725 shares underlying the warrants beneficially owned by the reporting person.
CUSIP No.
58436Q203
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1.
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Names of Reporting Persons
Chicago Investments, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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£
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(b)
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£
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
650,733*
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
650,733*
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
650,733*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
6.7%**
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12.
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Type of Reporting Person (See Instructions)
CO
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* Sole voting and investment control of common stock held
by CII is vested in Joshua Kanter, as President and a Director of CII, but he disclaims any and all beneficial ownership of securities
owned by such entity. Securities beneficially owned by CII consist of 637,008 shares of common stock, 5,357 shares of common stock
subject to warrants exercisable at $4.54 per share expiring on 9/22/15 and 8,368 shares of common stock subject to warrants exercisable
at having an exercise price of $4.99 per share expiring on 4/12/16.
** Based on 9,757,725 shares of common stock outstanding
as of February 7, 2012, plus 13,725 shares underlying the warrants beneficially owned by the reporting person.
Item
1.
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(a)
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Name of Issuer
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Medgenics, Inc., a Delaware corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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555 California Street, Suite 365
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San Francisco, California 94104
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ITEM 2.
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(a)
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Name of Person Filing
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(i)
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Joshua Kanter
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(ii)
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Chicago Investments, Inc. (“CII”)
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(b)
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Address of Principal Business Office or, if none, Residence
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(i)
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The address for Joshua Kanter is:
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7090 Union Park Avenue, Suite 460
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Salt Lake City, Utah 84047
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(ii)
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The address for CII is:
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8000 Towers Crescent Drive, Suite 1300
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Vienna, Virginia 22182
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(c)
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Citizenship
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Joshua Kanter is a citizen of the United States of America. CII is a Delaware corporation.
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(d)
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Title of Class of Securities
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Common Stock, par value $0.0001 per share
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(e)
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CUSIP Number
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58436Q203
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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£
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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£
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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£
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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£
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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£
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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£
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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£
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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£
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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£
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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£
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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£
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Not Applicable.
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(a)
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Amount beneficially owned:
See Row 9 on the cover page hereto for each reporting person.
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(b)
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Percent of class:
See Row 11 on the cover page hereto for each reporting person.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or direct the vote:
See Row 5 on the cover page hereto for each reporting person.
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(ii)
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Shared power to vote or direct the vote:
See Row 6 on the cover page hereto for each reporting person.
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(iii)
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Sole power to dispose or to direct the disposition of:
See Row 7 on the cover page hereto for each reporting person.
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(iv)
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Shared power to dispose or to direct the disposition of:
See Row 8 on the cover page hereto for each reporting person.
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ITEM 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:
£
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ITEM 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
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ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not Applicable.
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ITEM 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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ITEM 9.
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Notice of Dissolution of Group
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Not Applicable.
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ITEM 10.
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Certification
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Not Applicable.
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2012
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/s/ Joshua Kanter
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Joshua Kanter
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CHICAGO INVESTMENTS, INC.
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/s/ Joshua Kanter
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By:Joshua Kanter
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Its:President
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EXHIBIT A
AGREEMENT OF JOINT
FILING
In accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with
the other reporting persons of a statement on Schedule 13G (including any amendments thereto) with respect to the common stock
of Medgenics, Inc., a Delaware corporation, and that this Agreement be included as an exhibit to such joint filing.
This Agreement may be
executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the
undersigned hereby execute this Agreement as of this 12
th
day of February, 2012.
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/s/ Joshua Kanter
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Joshua Kanter
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CHICAGO INVESTMENTS, INC.
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/s/ Joshua Kanter
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By:Joshua Kanter
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Its:President
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