UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 1)*
Medgenics, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of
Class of Securities)
58436Q203
(CUSIP Number)
Isaac Blech
1271 Avenue of the Americas, 16th
Floor
New York, NY 10020
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 28, 2015
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13D -1(e), 240.13d -1(f) or 240.13d
-1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d
-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on 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).
1. |
NAME OF REPORTING PERSONS |
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Liberty Charitable Remainder Trust FBO Isaac
Blech UAD 01/09/87 |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* |
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(a) [_] |
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(b) [_] |
3. |
SEC USE ONLY |
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4. |
SOURCE OF FUNDS* |
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OO |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) |
[_] |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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New York |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
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7. |
SOLE VOTING POWER |
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0 |
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8. |
SHARED VOTING POWER |
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800,000 |
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9. |
SOLE DISPOSITIVE POWER |
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0 |
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10. |
SHARED DISPOSITIVE POWER |
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800,000 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
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800,000 |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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3.2% |
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14. |
TYPE OF REPORTING PERSON* |
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OO |
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*(SEE INSTRUCTIONS) |
1. |
NAME OF REPORTING PERSONS |
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River Charitable Remainder Unitrust f/b/o Isaac
Blech |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
SOURCE OF FUNDS* |
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OO |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) |
[_] |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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New York |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
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7. |
SOLE VOTING POWER |
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0 |
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8. |
SHARED VOTING POWER |
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1,275,828 |
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9. |
SOLE DISPOSITIVE POWER |
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0 |
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10. |
SHARED DISPOSITIVE POWER |
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1,275,828 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
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1,275,828 |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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5.0% |
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14. |
TYPE OF REPORTING PERSON* |
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OO |
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*(SEE INSTRUCTIONS) |
1. |
NAME OF REPORTING PERSONS |
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West Charitable Remainder Unitrust |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
SOURCE OF FUNDS* |
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OO |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) |
[_] |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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New York |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
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7. |
SOLE VOTING POWER |
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0 |
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8. |
SHARED VOTING POWER |
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800,000 |
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9. |
SOLE DISPOSITIVE POWER |
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0 |
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10. |
SHARED DISPOSITIVE POWER |
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800,000 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
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800,000 |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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3.2% |
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14. |
TYPE OF REPORTING PERSON* |
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OO |
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*(SEE INSTRUCTIONS) |
1. |
NAME OF REPORTING PERSONS |
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Isaac Blech |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
SOURCE OF FUNDS* |
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OO |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) |
[_] |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
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7. |
SOLE VOTING POWER |
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86,734 |
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8. |
SHARED VOTING POWER |
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2,875,828 |
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9. |
SOLE DISPOSITIVE POWER |
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86,734 |
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10. |
SHARED DISPOSITIVE POWER |
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2,875,828 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
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2,962,562 |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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11.3% |
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14. |
TYPE OF REPORTING PERSON* |
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IN |
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*(SEE INSTRUCTIONS) |
Explanatory Note
This Amendment No. 1 amends and supplements the Schedule 13D
filed on January 14, 2013 (as amended, this Schedule 13D).
Item 1. |
Security and Issuer.
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Item 1 is amended and restated as follows:
This statement on Schedule 13D relates to the shares of common
stock, par value $0.00001 per share (the Common Stock) of Medgenics, Inc., a
Delaware corporation (the Issuer), and is being filed pursuant to Rule 13d-1
under the Securities Exchange Act of 1934, as amended (the Exchange Act). The
principal executive offices of the Issuer are located at 435 Devon Park Drive,
Building 700, Wayne, Pennsylvania 19087.
Item 3. |
Source and Amount of Funds or Other
Consideration. |
Item 3 is supplemented as follows:
On November 11, 2013, the Issuer granted Mr. Blech stock
options for 50,000 shares of Common Stock at an exercise price of $6.70 per
share. The options have a 10 year term and vest in equal installments on
November 11, 2014, November 11, 2015, and November 11, 2016.
On January 2, 2014, the Issuer granted 7,000 shares of
restricted stock to Mr. Blech for his service as a director, which vested in
equal installments on January 3, 2014 and January 2, 2015.
On January 2, 2014, the Issuer granted Mr. Blech stock options
for 15,000 shares of Common Stock at an exercise price of $6.50 per share. The
options have a 10 year term and vest in equal installments on January 2, 2015,
January 2, 2016 and January 2, 2017.
On February 18, 2015, the Issuer granted Mr. Blech stock
options for 20,000 shares of Common stock at an exercise price of $7.01 per
share. The options vest in full on February 18, 2016 and expire on the earliest
of February 18, 2025, within one year of Mr. Blech becoming disabled, 90 days
after Mr. Blech is terminated as a director of the Issuer without case, or the
date of Mr. Blechs termination of services as a director with cause.
Item 5. |
Interest in Securities of the Issuer.
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Item 5 is amended and restated as follows:
(a), (b) |
Rows 7-13 of the cover page of this Schedule 13D with
respect to each Reporting Person are incorporated herein by reference.
Beneficial ownership for each Reporting Person was calculated based upon
24,930,443 shares of Common Stock outstanding as of August 5, 2015, as
disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2015, as filed with the SEC on August 10, 2015.
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For Mr. Blech, such beneficial ownership includes 65,734
shares of Common Stock issuable upon exercise of options owned by Mr.
Blech. Mr. Blech beneficially owns 2,875,828 shares of Common Stock as
sole trustee of the Trusts which includes 1,230,357 shares of Common Stock
issuable upon exercise of warrants owned by the Trusts.
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(c) |
Except as described herein, none of the Reporting Persons
has effected any transaction in the Common Stock in the past 60 days.
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(d) |
No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of,
dividends from, or proceeds from the sale of, the Common Stock reported in
this Schedule 13D. |
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(e) |
Not applicable. |
Item 6. |
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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Item 6 is supplemented as follows:
A copy of the Stock Incentive Plan Non-Qualified Stock Option
Award agreement between Medgenics, Inc. and Isaac Blech dated November 11, 2013
is attached hereto as Exhibit 2 and is incorporated by reference herein.
A copy of the Stock Incentive Plan Restricted Stock Award
agreement between Medgenics, Inc. and Isaac Blech dated January 2, 2014 is
attached hereto as Exhibit 3 and is incorporated by reference herein.
A copy of the Stock Incentive Plan Non-Qualified Stock Option
Award agreement between Medgenics, Inc. and Isaac Blech dated January 2, 2014 is
attached hereto as Exhibit 4 and is incorporated by reference herein.
A copy of the Stock Incentive Plan Non-Qualified Stock Option
Award agreement between Medgenics, Inc. and Isaac Blech dated February 18, 2015
is attached hereto as Exhibit 5 and is incorporated by reference herein.
Item 7. |
Material to be Filed as Exhibits.
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Item 7 is supplemented as follows:
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, each of the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: September 21, 2015
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LIBERTY CHARITABLE REMAINDER TRUST |
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FBO ISAAC BLECH UAD 01/09/87 |
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By: /s/ Isaac Blech |
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Name: Isaac Blech |
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Title: Trustee |
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RIVER CHARITABLE REMAINDER UNITRUST |
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F/B/O ISAAC BLECH |
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By: /s/ Isaac Blech |
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Name: Isaac Blech |
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Title: Trustee |
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WEST CHARITABLE REMAINDER UNITRUST |
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By: /s/ Isaac Blech |
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Name: Isaac Blech |
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Title: Trustee |
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/s/ Isaac Blech |
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Name: Isaac Blech |
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit 1
Joint Filing Statement
Pursuant to Section 240.13d -1(k)
The undersigned acknowledge and agree that the foregoing
statement on this Schedule 13D and any amendment thereto is filed on behalf of
each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he or it
knows or has reason to believe that such information is inaccurate.
Dated: September 21, 2015
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LIBERTY CHARITABLE REMAINDER TRUST |
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FBO ISAAC BLECH UAD 01/09/87 |
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By: /s/ Isaac Blech |
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Name: Isaac Blech |
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Title: Trustee |
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RIVER CHARITABLE REMAINDER UNITRUST |
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F/B/O ISAAC BLECH |
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By: /s/ Isaac Blech |
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Name: Isaac Blech |
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Title: Trustee |
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WEST CHARITABLE REMAINDER UNITRUST |
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By: /s/ Isaac Blech |
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Name: Isaac Blech |
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Title: Trustee |
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/s/ Isaac Blech |
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Name: Isaac Blech |
Exhibit 2
MEDGENICS, INC.
STOCK INCENTIVE
PLAN
NON-QUALIFIED
STOCK OPTION
AWARD TERMS
The Participant specified below has been granted this Option by
MEDGENICS, INC., a Delaware
corporation (the Company) under the terms of the
MEDGENICS, INC. STOCK
INCENTIVE PLAN, as amended from time to time
(the Incentive Plan). The Option shall be subject to the following
terms and conditions (the Option Terms):
Section 1. Terms of
Award. The following words and phrases relating to the grant of the
Option shall have the following meanings:
(a) The Participant is Isaac
Blech.
(b) The Date of Grant is
November 11, 2013.
(c) The number of Covered
Shares shall be 50,000 shares of Common Stock.
(d) The Exercise Price is
$6.70 per share of Common Stock.
Except where the context clearly implies to the contrary, any
capitalized term in this Option shall have the meaning ascribed to that term
under the Incentive Plan.
Section 2. Non-Qualified Stock
Option. The Option is not intended to constitute an incentive stock
option as that term is used in Code section 422.
Section 3.
Date of Exercise.
Subject to the limitations of the Option Terms, each installment of Covered
Shares of the Option (Installment) shall become vested and exercisable
on and after the Vesting Date for such Installment as described in the
following schedule (but only if the Participants Termination of Service has not
occurred before the Vesting Date):
INSTALLMENT |
VESTING DATE APPLICABLE TO INSTALLMENT
|
16,666 |
November 11, 2014 |
16,667 |
November 11, 2015 |
16,667 |
November 11, 2016 |
(a) Notwithstanding the foregoing
provisions of this Section 3, the Option shall become fully exercisable
upon a Change in Control that occurs on or before the Participants Termination
of Service.
(b) The Option may be exercised on or
after the Participants Termination of Service only as to that portion of the
Covered Shares for which it was exercisable immediately prior to the
Participants Termination of Service, or became exercisable on the date of the
Participants Termination of Service.
Section 4.
Expiration. The Option shall not be exercisable
after the Companys close of business on the last business day that occurs prior
to the Expiration Date. The Expiration Date shall be the earliest to
occur of:
(a) November 11, 2023; or
(b) the twelve (12) month anniversary
of the Participants Termination of Service if such termination occurs due to
death or Disability; or
(c) the 90th day following
Participants Termination of Service if such termination occurs for any reason
other than death, Disability or Cause; or
(d) the effective date of a Termination
of Service where such Termination of Service is for Cause.
For purposes of this Agreement, Cause shall have the
meaning set forth in the employment agreement entered by and between the
Participant and the Company, if any. In the absence of any such agreement,
Cause shall mean (1) any act by the Participant of (A) fraud or intentional
misrepresentation, or (B) embezzlement, misappropriation or conversion of assets
or opportunities of the Company or any Affiliate, or (2) any willful violation
of any law, rule or regulation in connection with the performance of the
Participants duties (other than traffic violations or similar offenses), or (3)
with respect to any employee of the Company or any Affiliate, commission of any
act of moral turpitude or conviction of a felony, or (4) the willful or
negligent failure of the Participant to perform his duties in any material
respect.
Section 5. Method
of Option Exercise. Subject to the Option Terms and the Incentive Plan,
the Option may be exercised in whole or in part by filing a written notice with
the Secretary of the Company at its corporate headquarters prior to the
Companys close of business on the last business day that occurs prior to the
Expiration Date, together with a signed Investment Representation Statement in
the form attached hereto as Exhibit A in the event that the Common Stock
to be issued to the Holder will not be registered under the Securities Act of
1933, as amended. Such notice shall specify the number of shares of Common Stock
which the Participant elects to purchase, and shall be accompanied by payment of
the Exercise Price for such shares of Common Stock indicated by the
Participants election. Payment may be by cash or, subject to limitations
imposed by applicable law, by such means as the Committee from time to time may
permit. The Option shall not be exercisable if and to the extent the Company
determines that such exercise would violate applicable state or federal
securities laws or the rules and regulations of any securities exchange on which
the Common Stock is traded and shall not be exercisable during any blackout
period established by the Company from time to time.
Section 6.
Withholding. The exercise of the Option is subject to
withholding of all applicable taxes. At the election of the Participant, and
subject to such rules and limitations as may be established by the Committee
from time to time, such withholding obligations may be satisfied (i) through cash payment by the Participant; or (ii)
subject to the Committees discretion, through the surrender of shares of Common
Stock to which the Participant is otherwise entitled under the Incentive Plan; provided, however, that such shares under this clause (ii) may be
used to satisfy not more than the Companys minimum statutory withholding
obligation (based on minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income).
2
Section 7.
Transferability. The Option is not transferable by the
Participant other than by will or by the laws of descent and distribution, and
during the Participants life, may be exercised only by the Participant. It may
not be assigned, transferred (except as aforesaid), pledged or hypothecated by
the Participant in any way whether by operation of law or otherwise, and shall
not be subject to execution, attachment or similar process. Any attempt at
assignment, transfer, pledge or hypothecation, or other disposition of this
Option contrary to the provisions hereof, and the levy of any attachment or
similar process upon this option, shall be null and void and without effect.
Section 8. Heirs
and Successors. The Option Terms shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Companys assets and business. If any rights of
the Participant or benefits distributable to the Participant under the Option
Terms have not been exercised or distributed, respectively, at the time of the
Participants death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be distributed to the Designated
Beneficiary, in accordance with the provisions of the Option Terms and the
Incentive Plan. The Designated Beneficiary shall be the beneficiary or
beneficiaries designated by the Participant in a writing filed with the
Committee in such form and at such time as the Committee shall require. If a
deceased Participant fails to designate a beneficiary, or if the Designated
Beneficiary does not survive the Participant, any rights that would have been
exercisable by the Participant and any benefits distributable to the Participant
shall be exercised by or distributed to the legal representative of the estate
of the Participant. If a deceased Participant designates a beneficiary and the
Designated Beneficiary survives the Participant but dies before the Designated
Beneficiarys exercise of all rights under the Option Terms or before the
complete distribution of benefits to the Designated Beneficiary under the Option
Terms, then any rights that would have been exercisable by the Designated
Beneficiary shall be exercised by the legal representative of the estate of the
Designated Beneficiary, and any benefits distributable to the Designated
Beneficiary shall be distributed to the legal representative of the estate of
the Designated Beneficiary.
Section 9.
Administration. The authority to manage and control the
operation and administration of the Option Terms and the Incentive Plan shall be
vested in the Committee, and the Committee shall have all powers with respect to
the Option Terms as it has with respect to the Incentive Plan. Any
interpretation of the Option Terms or the Incentive Plan by the Committee and
any decision made by it with respect to the Option Terms or the Incentive Plan
are final and binding on all persons.
Section
10. Incentive Plan Governs.
Notwithstanding anything in the Option Terms to the contrary, the Option Terms
shall be subject to the terms of the Incentive Plan, a copy of which may be
obtained by the Participant from the Secretary of the Company; and the Option
Terms are subject to all interpretations, amendments, rules and
regulations promulgated by the Committee from time to time pursuant to the
Incentive Plan.
3
Section 11. Not An
Employment Contract. The Option will not confer on the Participant any
right with respect to continuance of employment or other service with the
Company or any Affiliate, nor will it interfere in any way with any right the
Company or any Affiliate would otherwise have to terminate or modify the terms
of such Participants employment or other service at any time.
Section 12. No
Rights As Shareholder. The Participant shall not have any rights of a
shareholder with respect to the Covered Shares subject to the Option until a
stock certificate has been duly issued following exercise of the Option as
provided herein.
Section
13. Amendment. The Option Terms
may be amended in accordance with the provisions of the Incentive Plan, and may
otherwise be amended by written agreement of the Participant and the Company
without the consent of any other person.
Section 14. Section
409A Amendment. The Committee reserves the right (including the right to
delegate such right) to unilaterally amend the Option Terms and the Incentive
Plan without the consent of the Participant to maintain compliance with Code
Section 409A. Participants acceptance of this Option constitutes
acknowledgement and consent to such rights of the Committee.
4
IN WITNESS WHEREOF, the Company has caused the Option
Terms to be executed on its behalf by a duly authorized officer and Participant
has executed the Option Terms.
PARTICIPANT |
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MEDGENICS, INC.
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/s/ Isaac Blech
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By: |
/s/
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Signature |
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Its: |
VP Administration |
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Isaac Blech |
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Print Name |
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EXHIBIT A
INVESTMENT REPRESENTATION STATEMENT
[This form is to be completed at the time option is
exercised,
unless the stock to be issued upon exercise of this
option
has been registered under the Securities Act of 1933, as
amended]
Effective as of __________________ [insert date of option
exercise] (the Effective Date), the undersigned (Participant) has
elected to purchase ________________ shares of the Common Stock (the
Shares) of Medgenics, Inc. (the Company) under and pursuant to
the Medgenics, Inc. Stock Incentive Plan (the Incentive Plan) and the
Non-Qualified Stock Option Terms dated __________________ [insert grant date
of option] (the Option Terms). The Participant hereby makes the
following certifications, representations, warranties and agreements with
respect to the purchase of the Shares:
The Participant acknowledges that he or she is aware of the
Companys business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to
acquire the Shares. The Participant represents and warrants to the Company that
he or she is acquiring these Shares for investment for the Participants own
account only and not with a view to, or for resale in connection with, any
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the Securities Act).
The Participant further acknowledges that the Shares have not
been registered under the Securities Act, are deemed to constitute restricted
securities under Rule 701 and Rule 144 promulgated under the Securities Act and
must be held indefinitely unless they are subsequently registered under the
Securities Act and qualified under any applicable state securities laws or an
exemption from such registration and qualification is available. The Participant
further acknowledges that the Company is under no obligation to register the
Shares.
The Participant further acknowledges that he or she is familiar
with the provisions of Rule 144, which, in substance, permits limited public
resale of restricted securities acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions. The Participant further acknowledges that in the event all of the
applicable requirements of Rule 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required in order to resell the Shares. The Participant
understands that no assurances can be given that any such registration will be
made or any such exemption will be available in such event.
The Participant further acknowledges and understands that all
certificates representing any of the Shares shall have endorsed thereon
appropriate legends reflecting the foregoing limitations, as well as any legends
reflecting any other restrictions pursuant to the Companys Articles of
Incorporation, Bylaws, the Option, the Incentive Plan and/or applicable
securities laws.
A-1
The Participant further agrees that, if so requested by the
Company or any representative of the underwriters (the Managing
Underwriter) in connection with any registration of the offering of any
securities of the Company under the Securities Act, the Participant shall not
sell or otherwise transfer any Shares or other securities of the Company during
the 180-day period, or such other period as may be requested in writing by the
Managing Underwriter and agreed to in writing by the Company (the Market
Standoff Period), following the effective date of a registration statement
of the Company filed under the Securities Act. Such restriction shall apply only
to the first registration statement of the Company to become effective under the
Securities Act that includes securities to be sold on behalf of the Company to
the public in an underwritten public offering under the Securities Act. The
Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such Market Standoff Period.
The Participant further acknowledges and agrees that the
Company shall not be required (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the representations,
warranties, agreements or other provisions contained in this Notice of Exercise
or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have
been so transferred.
Submitted by Participant:
A-2
Exhibit 3
MEDGENICS, INC.
STOCK INCENTIVE
PLAN
RESTRICTED STOCK
AWARD TERMS
The Participant specified below
has been granted this Restricted Stock Award (Award) by
MEDGENICS, INC., a Delaware
corporation (the Company), under the terms of the
MEDGENICS, INC.
STOCK INCENTIVE PLAN (the
Incentive Plan). The Award shall be subject to the Plan as well as the
following terms and conditions (the Award Agreement):
Section 1.
Award. In accordance with the Incentive Plan, the Company
hereby grants to the Participant this Award which represents me right to receive
Common Stock (the Covered Shares) as set forth in Section 2.
This Award is in all respects limited and conditioned as provided herein.
Section 2. Terms of
Restricted Stock Award. The following words and phrases relating to the
grant of the Award shall have the following meanings:
(a) The Participant is Isaac
Blech.
(b) The Date of Grant is
January 2, 2014.
(c) The number of Covered
Shares is 7,000 shares of Common Stock.
Except where the context clearly implies to the contrary, any
capitalized term in this Award Agreement shall have the meaning ascribed to that
term under the Incentive Plan.
Section 3.
Restricted Period. This Award Agreement evidences
the Companys grant to the Participant as of the Date of Grant, on the terms and
conditions described in this Award Agreement and in the Incentive Plan, the
right of the Participant to receive stock free of restrictions once the
Restricted Period ends.
(a) Subject to the limitations of this
Award Agreement, the Restricted Period for each installment of such
Covered Shares (Installment) shall begin on the Date of Grant and end
as described in the following schedule (but only if the Participant has not had
a Termination of Service before the end of the Restricted Period):
INSTALLMENT |
RESTRICTED PERIOD WILL END ON: |
3,500 |
January 3, 2014 |
3,500 |
January 2, 2015 |
(b) Notwithstanding the foregoing
provisions of this Section 3, the Restricted Period for the Restricted
Stock shall cease immediately, and the Restricted Stock shall become immediately
and fully vested, upon (i) a Change in Control that occurs on or before the Participants Termination of Service or (ii) upon the
Participants Termination of Service due to Disability or death.
(c) In the event the Participants
Termination of Service, other than as provided in subsection (b) above,
occurs prior to the expiration of one or more Restricted Periods, the
Participant shall forfeit all rights, title and interest in and to any
Installment(s) of Covered Shares still subject to a Restricted Period as of the
Participants Termination of Service date.
Section 4. Delivery
of Shares. Delivery of Stock under this Award Agreement and the
Incentive Plan shall be subject to the following:
(a) Compliance with Applicable Laws.
Notwithstanding any other provision of this Award Agreement or the Incentive
Plan, the Company shall have no obligation to deliver any Stock or make any
other distribution of benefits under this Award Agreement or the Incentive Plan
unless such delivery or distribution complies with all applicable laws
(including the requirements of the Securities Act of 1933, as amended), and the
applicable requirements of any securities exchange or similar entity.
(b) Certificates. To the extent
that this Award Agreement and the Incentive Plan provide for the issuance of
Stock, the issuance may be effected on a non-certificated basis, to the extent
not prohibited by applicable law or the applicable rules of any stock exchange.
Section 5.
Withholding. All deliveries of Covered Shares pursuant to this
Award Agreement shall be subject to withholding of all applicable taxes. The
Company shall have the right to require the Participant (or if applicable,
permitted assigns, heirs or Designated Beneficiaries) to remit to the Company an
amount sufficient to satisfy any tax requirements prior to the delivery date of
any certificate or certificates for Stock under this Award Agreement. At the
election of the Participant, subject to the rules and limitations as may be
established by the Committee, such withholding obligations may be satisfied
through the surrender of shares of Stock which the Participant already owns, or
to which Participant is otherwise entitled under the Plan.
Section 6.
Non-Transferability of Award. During the Restricted Period,
the Participant shall not sell, assign, transfer, pledge, hypothecate, mortgage,
encumber or dispose of any Covered Shares awarded under this Award.
Section 7.
Dividends. The Participant shall be not entitled to receive
dividends and distributions paid on the Covered Shares during the Restricted
Period.
Section 8. Voting
Rights. The Participant shall be entitled to vote the Covered Shares
during the Restricted Period; provided, however, that the Participant
shall not be entitled to vote Covered Shares with respect to record dates for
any Covered Shares occurring on or after the date, if any, on which the
Participant has forfeited those Covered Shares.
Section 9. Deposit
of Restricted Stock Award. Each certificate issued with respect to
Covered Shares awarded under this Award Agreement and subject to the
restrictions contained herein, shall be registered in the name of the
Participant and shall be retained by the Company, or an agent of the Company, until the end of the Restricted
Period with respect to such Covered Shares.
2
Section 10. Heirs
and Successors. This Award Agreement shall be binding upon, and inure to
the benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Companys assets and business. If any rights of
the Participant or benefits distributable to the Participant under this Award
Agreement have not been settled or distributed, respectively, at the time of the
Participants death, such rights shall be settled and payable to the Designated
Beneficiary, and such benefits shall be distributed to the Designated
Beneficiary, in accordance with the provisions of this Award Agreement and the
Incentive Plan. The Designated Beneficiary shall be the beneficiary or
beneficiaries designated by the Participant in a writing filed with the
Committee in such form as the Committee may require. The designation of
beneficiary form may be amended or revoked from time to time by the Participant.
If a deceased Participant fails to designate a beneficiary, or if the Designated
Beneficiary does not survive the Participant, any rights that would have been
payable to the Participant and shall be payable to the legal representative of
the estate of the Participant. If a deceased Participant designates a
beneficiary and the Designated Beneficiary survives the Participant but dies
before the settlement of Designated Beneficiarys rights under this Award
Agreement, then any rights that would have been payable to the Designated
Beneficiary shall be payable to the legal representative of the estate of the
Designated Beneficiary.
Section
11. Administration. The
authority to manage and control the operation and administration of this Award
Agreement and the Incentive Plan shall be vested in the Committee, and the
Committee shall have all powers with respect to this Award Agreement as it has
with respect to the Incentive Plan. Any interpretation of this Award Agreement
or the Incentive Plan by the Committee and any decision made by it with respect
to this Award Agreement or the Incentive Plan are final and binding on all
persons.
Section 12. Incentive
Plan Governs. Notwithstanding anything in this Award Agreement the
contrary, this Award Agreement shall be subject to the terms of the Incentive
Plan, a copy of which may be obtained by the Participant from the office of the
Secretary of the Company; and this Award Agreement is subject to all
interpretations, amendments, rules and regulations promulgated by the Committee
from time to time pursuant to the Incentive Plan.
Section 13. Not an Employment
Contract. The Award will not confer on the Participant any right with
respect to continuance of employment or other service with the Company or any
Affiliate, nor will it interfere in any way with any right the Company or any
Affiliate would otherwise have to terminate or modify the terms of such
Participants employment or other service at any time.
Section 14. No
Rights As Shareholder. Except as otherwise provided herein, the
Participant shall not have any rights of a shareholder with respect to the
Covered Shares, until Stock has been duly issued and delivered to Participant.
3
Section 15. Amendment. This Award
Agreement may be amended in accordance with the provisions of the Incentive
Plan, and may otherwise be amended by written Award Agreement of the Participant
and the Company without the consent of any other person.
Section 16. Section 409A Amendment.
The Committee reserves the right (including the right to delegate such right) to
unilaterally amend this Award Agreement without the consent of the Participant
in order to maintain an exclusion from the application of, or to maintain
compliance with, Code Section 409A. Participants acceptance of this Award
constitutes acknowledgement and consent to such rights of the Committee.
IN WITNESS WHEREOF, the Company has caused this Award
Agreement to be executed in its name and on its behalf, all as of the Date of
Grant and the Participant acknowledges acceptance of the terms and conditions of
this Award Agreement.
MEDGENICS,
INC. |
|
|
|
|
By: |
/s/ |
Its: |
VP Administration |
|
|
|
|
/s/
Isaac Blech |
1/21/14 |
ISAAC BLECH |
Date |
4
Exhibit 4
MEDGENICS, INC.
STOCK INCENTIVE
PLAN
NON-QUALIFIED
STOCK OPTION
AWARD TERMS
The Participant specified below has been granted this Option by
MEDGENICS, INC., a Delaware
corporation (the Company) under the terms of the
MEDGENICS, INC. STOCK
INCENTIVE PLAN, as amended from time to time
(the Incentive Plan). The Option shall be subject to the following
terms and conditions (the Option Terms):
Section 1. Terms of
Award. The following words and phrases relating to the grant of the
Option shall have the following meanings:
(a) The Participant is Isaac
Blech.
(b) The Date of Grant is
January 2, 2014.
(c) The number of Covered
Shares shall be 15,000 shares of Common Stock.
(d) The Exercise Price is
$6.50 per share of Common Stock.
Except where the context clearly implies to the contrary, any
capitalized term in this Option shall have the meaning ascribed to that term
under the Incentive Plan.
Section 2.
Non-Qualified Stock Option. The Option is not intended to
constitute an incentive stock option as that term is used in Code section 422.
Section 3. Date of
Exercise. Subject to the limitations of the Option Terms, each
installment of Covered Shares of the Option (Installment) shall become
vested and exercisable on and after the Vesting Date for such
Installment as described in the following schedule (but only if the
Participants Termination of Service has not occurred before the Vesting Date):
INSTALLMENT |
VESTING DATE APPLICABLE TO INSTALLMENT
|
5,000 |
January 2, 2015 |
5,000 |
January 2, 2016 |
5,000 |
January 2, 2017 |
(a) Notwithstanding the foregoing
provisions of this Section 3, the Option shall become fully exercisable
upon a Change in Control that occurs on or before the Participants Termination
of Service.
(b) The Option may be exercised on or
after the Participants Termination of Service only as to that portion of the
Covered Shares for which it was exercisable immediately prior to the
Participants Termination of Service, or became exercisable on the date of the
Participants Termination of Service,
Section 4.
Expiration. The Option shall not be exercisable after the
Companys close of business on the last business day that occurs prior to the
Expiration Date. The Expiration Date shall be the earliest to occur of:
(a) January 2, 2024; or
(b) the twelve (12) month anniversary
of the Participants Termination of Service if such termination occurs due to
death or Disability; or
(c) the 90th day following
Participants Termination of Service if such termination occurs for any reason
other than death, Disability or Cause; or
(d) the effective date of a Termination
of Service where such Termination of Service is for Cause.
For purposes of this Agreement, Cause shall have the
meaning set forth in the employment agreement entered by and between the
Participant and the Company, if any. In the absence of any such agreement,
Cause shall mean (1) any act by the Participant of (A) fraud or intentional
misrepresentation, or (B) embezzlement, misappropriation or conversion of assets
or opportunities of the Company or any Affiliate, or (2) any willful violation
of any law, rule or regulation in connection with the performance of the
Participants duties (other than traffic violations or similar offenses), or (3)
with respect to any employee of the Company or any Affiliate, commission of any
act of moral turpitude or conviction of a felony, or (4) the willful or
negligent failure of the Participant to perform his duties in any material
respect.
Section 5. Method
of Option Exercise. Subject to the Option Terms and the Incentive Plan,
the Option may be exercised in whole or in part by filing a written notice with
the Secretary of the Company at its corporate headquarters prior to the
Companys close of business on the last business day that occurs prior to the
Expiration Date, together with a signed Investment Representation Statement in
the form attached hereto as Exhibit A in the event that the Common Stock
to be issued to the Holder will not be registered under the Securities Act of
1933, as amended. Such notice shall specify the number of shares of Common Stock
which the Participant elects to purchase, and shall be accompanied by payment of
the Exercise Price for such shares of Common Stock indicated by the
Participants election. Payment may be by cash or, subject to limitations
imposed by applicable law, by such means as the Committee from time to time may
permit. The Option shall not be exercisable if and to the extent the Company
determines that such exercise would violate applicable state or federal
securities laws or the rules and regulations of any securities exchange on which
the Common Stock is traded and shall not be exercisable during any blackout
period established by the Company from time to time.
Section 6.
Withholding. The exercise of the Option is subject to
withholding of all applicable taxes. At the election of the Participant, and
subject to such rules and limitations as may be established by the Committee
from time to time, such withholding obligations may be satisfied (i) through cash payment by the Participant; or (ii)
subject to the Committees discretion, through the surrender of shares of Common
Stock to which the Participant is otherwise entitled under the Incentive Plan; provided, however, that such shares under this clause (ii) may be
used to satisfy not more than the Companys minimum statutory withholding
obligation (based on minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income).
2
Section 7.
Transferability. The Option is not transferable by the
Participant other than by will or by the laws of descent and distribution, and
during the Participants life, may be exercised only by the Participant. It may
not be assigned, transferred (except as aforesaid), pledged or hypothecated by
the Participant in any way whether by operation of law or otherwise, and shall
not be subject to execution, attachment or similar process. Any attempt at
assignment, transfer, pledge or hypothecation, or other disposition of this
Option contrary to the provisions hereof, and the levy of any attachment or
similar process upon this option, shall be null and void and without effect.
Section 8. Heirs
and Successors. The Option Terms shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Companys assets and business. If any rights of
the Participant or benefits distributable to the Participant under the Option
Terms have not been exercised or distributed, respectively, at the time of the
Participants death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be distributed to the Designated
Beneficiary, in accordance with the provisions of the Option Terms and the
Incentive Plan. The Designated Beneficiary shall be the beneficiary or
beneficiaries designated by the Participant in a writing filed with the
Committee in such form and at such time as the Committee shall require. If a
deceased Participant fails to designate a beneficiary, or if the Designated
Beneficiary does not survive the Participant, any rights that would have been
exercisable by the Participant and any benefits distributable to the Participant
shall be exercised by or distributed to the legal representative of the estate
of the Participant. If a deceased Participant designates a beneficiary and the
Designated Beneficiary survives the Participant but dies before the Designated
Beneficiarys exercise of all rights under the Option Terms or before the
complete distribution of benefits to the Designated Beneficiary under the Option
Terms, then any rights that would have been exercisable by the Designated
Beneficiary shall be exercised by the legal representative of the estate of the
Designated Beneficiary, and any benefits distributable to the Designated
Beneficiary shall be distributed to the legal representative of the estate of
the Designated Beneficiary.
Section 9.
Administration. The authority to manage and control the
operation and administration of the Option Terms and the Incentive Plan shall be
vested in the Committee, and the Committee shall have all powers with respect to
the Option Terms as it has with respect to the Incentive Plan. Any
interpretation of the Option Terms or the Incentive Plan by the Committee and
any decision made by it with respect to the Option Terms or the Incentive Plan
are final and binding on all persons.
Section
10. Incentive Plan Governs.
Notwithstanding anything in the Option Terms to the contrary, the Option Terms
shall be subject to the terms of the Incentive Plan, a copy of which may be
obtained by the Participant from the Secretary of the Company; and the Option
Terms are subject to all interpretations, amendments, rules and
regulations promulgated by the Committee from time to time pursuant to the
Incentive Plan.
3
Section 11. Not An
Employment Contract. The Option will not confer on the Participant any
right with respect to continuance of employment or other service with the
Company or any Affiliate, nor will it interfere in any way with any right the
Company or any Affiliate would otherwise have to terminate or modify the terms
of such Participants employment or other service at any time.
Section 12. No
Rights As Shareholder. The Participant shall not have any rights of a
shareholder with respect to the Covered Shares subject to the Option until a
stock certificate has been duly issued following exercise of the Option as
provided herein.
Section 13.
Amendment. The Option Terms may be amended in accordance with
the provisions of the Incentive Plan, and may otherwise be amended by written
agreement of the Participant and the Company without the consent of any other
person.
Section 14. Section
409A Amendment. The Committee reserves the right (including the right to
delegate such right) to unilaterally amend the Option Terms and the Incentive
Plan without the consent of the Participant to maintain compliance with Code
Section 409A. Participants acceptance of this Option constitutes
acknowledgement and consent to such rights of the Committee.
4
IN WITNESS WHEREOF, the Company has caused the Option
Terms to be executed on its behalf by a duly authorized officer and Participant
has executed the Option Terms.
PARTICIPANT |
|
MEDGENICS, INC. |
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|
|
|
|
|
/s/ Isaac Blech |
|
By: |
/s/
|
Signature |
|
Its: |
VP Administration |
|
|
|
|
Isaac Blech |
|
|
|
Print Name |
|
|
|
EXHIBIT A
INVESTMENT REPRESENTATION STATEMENT
[This form is to be completed at the time option is
exercised,
unless the stock to be issued upon exercise of this option
has been registered under the Securities Act of 1933, as amended]
Effective as of __________________ [insert date of option
exercise] (the Effective Date), the undersigned (Participant) has
elected to purchase _________ shares of the Common Stock (the Shares) of
Medgenics, Inc. (the Company) under and pursuant to the Medgenics, Inc. Stock
Incentive Plan (the Incentive Plan) and the Non-Qualified Stock Option Terms
dated ____________ [insert grant date of option] (the Option Terms).
The Participant hereby makes the following certifications, representations,
warranties and agreements with respect to the purchase of the Shares:
The Participant acknowledges that he or she is aware of the
Companys business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to
acquire the Shares. The Participant represents and warrants to the Company that
he or she is acquiring these Shares for investment for the Participants own
account only and not with a view to, or for resale in connection with, any
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the Securities Act).
The Participant further acknowledges that the Shares have not
been registered under the Securities Act, are deemed to constitute restricted
securities under Rule 701 and Rule 144 promulgated under the Securities Act and
must be held indefinitely unless they are subsequently registered under the
Securities Act and qualified under any applicable state securities laws or an
exemption from such registration and qualification is available. The Participant
further acknowledges that the Company is under no obligation to register the
Shares.
The Participant further acknowledges that he or she is familiar
with the provisions of Rule 144, which, in substance, permits limited public
resale of restricted securities acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions. The Participant further acknowledges that in the event all of the
applicable requirements of Rule 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required in order to resell the Shares. The Participant
understands that no assurances can be given that any such registration will be
made or any such exemption will be available in such event.
The Participant further acknowledges and understands that all
certificates representing any of the Shares shall have endorsed thereon
appropriate legends reflecting the foregoing limitations, as well as any legends
reflecting any other restrictions pursuant to the Companys Articles of
Incorporation, Bylaws, the Option, the Incentive Plan and/or applicable
securities laws.
The Participant further agrees that, if so requested by the
Company or any representative of the underwriters (the Managing Underwriter)
in connection with any registration of the offering of any securities of the Company under the Securities
Act, the Participant shall not sell or otherwise transfer any Shares or other
securities of the Company during the 180-day period, or such other period as may
be requested in writing by the Managing Underwriter and agreed to in writing by
the Company (the Market Standoff Period), following the effective date of a
registration statement of the Company filed under the Securities Act. Such
restriction shall apply only to the first registration statement of the Company
to become effective under the Securities Act that includes securities to be sold
on behalf of the Company to the public in an underwritten public offering under
the Securities Act. The Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until the end of
such Market Standoff Period.
A-1
The Participant further acknowledges and agrees that the
Company shall not be required (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the representations,
warranties, agreements or other provisions contained in this Notice of Exercise
or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have
been so transferred.
Submitted by Participant: |
|
|
Signature |
A-2
Exhibit 5
MEDGENICS, INC.
STOCK INCENTIVE
PLAN
NON-QUALIFIED
STOCK OPTION
AWARD TERMS
The Participant specified below has been granted this Option by
MEDGENICS, INC., a Delaware
corporation (the Company) under the terms of the
MEDGENICS, INC.
STOCK INCENTIVE PLAN, as amended
from time to time (the Incentive Plan). The Option shall be subject to
the following terms and conditions (the Option Terms):
Section 1. Terms of
Award. The following words and phrases relating to the grant of the
Option shall have the following meanings:
(a) The Participant is Isaac
Blech.
(b) The Date of Grant is
February 18, 2015.
(c) The number of Covered
Shares shall be 20,000 shares of Common Stock.
(d) The Exercise Price is
$7.01 per share of Common Stock.
Except where the context clearly implies to the contrary, any
capitalized term in this Option shall have the meaning ascribed to that term
under the Incentive Plan.
Section 2.
Non-Qualified Stock Option. The Option is not intended to
constitute an incentive stock option as that term is used in Code section 422.
Section 3. Date of
Exercise. Subject to the limitations of the Option Terms, all of the
Covered Shares shall become vested and exercisable on and after February 18,
2016 (the Vesting Date) (but only if the Participants Termination of
Service has not occurred before the Vesting Date).
(a) Notwithstanding the foregoing
provisions of this Section 3, the Option shall become fully exercisable
upon a Change in Control that occurs on or before the Participants Termination
of Service.
(b) The Option may be exercised on or
after the Participants Termination of Service only as to that portion of the
Covered Shares for which it was exercisable immediately prior to the
Participants Termination of Service, or became exercisable on the date of the
Participants Termination of Service.
Section 4.
Expiration. The Option shall not be exercisable after the
Companys close of business on the last business day that occurs prior to the
Expiration Date. The Expiration Date shall be the earliest to occur of:
(a) February 18, 2025; or
(b) the twelve (12) month anniversary
of the Participants Termination of Service if such termination occurs due to
death or Disability; or
(c) the 90th day following
Participants Termination of Service if such termination occurs for any reason
other than death, Disability or Cause; or
(d) the effective date of a Termination
of Service where such Termination of Service is for Cause.
For purposes of this Agreement, Cause shall have the
meaning set forth in the employment agreement entered by and between the
Participant and the Company, if any. In the absence of any such agreement,
Cause shall mean (1) any act by the Participant of (A) fraud or intentional
misrepresentation, or (B) embezzlement, misappropriation or conversion of assets
or opportunities of the Company or any Affiliate, or (2) any willful violation
of any law, rule or regulation in connection with the performance of the
Participants duties (other than traffic violations or similar offenses), or (3)
with respect to any employee of the Company or any Affiliate, commission of any
act of moral turpitude or conviction of a felony, or (4) the willful or
negligent failure of the Participant to perform his duties in any material
respect.
Section 5. Method
of Option Exercise. Subject to the Option Terms and the Incentive Plan,
the Option may be exercised in whole or in part by filing a written notice with
the Secretary of the Company at its corporate headquarters prior to the
Companys close of business on the last business day that occurs prior to the
Expiration Date, together with a signed Investment Representation Statement in
the form attached hereto as Exhibit A in the event that the Common Stock
to be issued to the Holder will not be registered under the Securities Act of
1933, as amended. Such notice shall specify the number of shares of Common Stock
which the Participant elects to purchase, and shall be accompanied by payment of
the Exercise Price for such shares of Common Stock indicated by the
Participants election. Payment may be by cash or, subject to limitations
imposed by applicable law, by such means as the Committee from time to time may
permit. The Option shall not be exercisable if and to the extent the Company
determines that such exercise would violate applicable state or federal
securities laws or the rules and regulations of any securities exchange on which
the Common Stock is traded and shall not be exercisable during any blackout
period established by the Company from time to time.
Section 6.
Withholding. The exercise of the Option is subject to
withholding of all applicable taxes. At the election of the Participant, and
subject to such rules and limitations as may be established by the Committee
from time to time, such withholding obligations may be satisfied (i) through
cash payment by the Participant; or (ii) subject to the Committees discretion,
through the surrender of shares of Common Stock to which the Participant is
otherwise entitled under the Incentive Plan; provided, however,
that such shares under this clause (ii) may be used to satisfy not more than the
Companys minimum statutory withholding obligation (based on minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes,
that are applicable to such supplemental taxable income).
Section 7.
Transferability. The Option is not transferable by the
Participant other than by will or by the laws of descent and distribution, and
during the Participants life, may be exercised only by the Participant. It may
not be assigned, transferred (except as aforesaid), pledged or hypothecated by the Participant in any way whether
by operation of law or otherwise, and shall not be subject to execution,
attachment or similar process. Any attempt at assignment, transfer, pledge or
hypothecation, or other disposition of this Option contrary to the provisions
hereof, and the levy of any attachment or similar process upon this option,
shall be null and void and without effect.
2
Section 8. Heirs
and Successors. The Option Terms shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Companys assets and business. If any rights of
the Participant or benefits distributable to the Participant under the Option
Terms have not been exercised or distributed, respectively, at the time of the
Participants death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be distributed to the Designated
Beneficiary, in accordance with the provisions of the Option Terms and the
Incentive Plan. The Designated Beneficiary shall be the beneficiary or
beneficiaries designated by the Participant in a writing filed with the
Committee in such form and at such time as the Committee shall require. If a
deceased Participant fails to designate a beneficiary, or if the Designated
Beneficiary does not survive the Participant, any rights that would have been
exercisable by the Participant and any benefits distributable to the Participant
shall be exercised by or distributed to the legal representative of the estate
of the Participant. If a deceased Participant designates a beneficiary and the
Designated Beneficiary survives the Participant but dies before the Designated
Beneficiarys exercise of all rights under the Option Terms or before the
complete distribution of benefits to the Designated Beneficiary under the Option
Terms, then any rights that would have been exercisable by the Designated
Beneficiary shall be exercised by the legal representative of the estate of the
Designated Beneficiary, and any benefits distributable to the Designated
Beneficiary shall be distributed to the legal representative of the estate of
the Designated Beneficiary.
Section 9.
Administration. The authority to manage and control the
operation and administration of the Option Terms and the Incentive Plan shall be
vested in the Committee, and the Committee shall have all powers with respect to
the Option Terms as it has with respect to the Incentive Plan. Any
interpretation of the Option Terms or the Incentive Plan by the Committee and
any decision made by it with respect to the Option Terms or the Incentive Plan
are final and binding on all persons.
Section 10. Incentive
Plan Governs. Notwithstanding anything in the Option Terms to the
contrary, the Option Terms shall be subject to the terms of the Incentive Plan,
a copy of which may be obtained by the Participant from the Secretary of the
Company; and the Option Terms are subject to all interpretations, amendments,
rules and regulations promulgated by the Committee from time to time pursuant to
the Incentive Plan.
Section 11. Not An
Employment Contract. The Option will not confer on the Participant any
right with respect to continuance of employment or other service with the
Company or any Affiliate, nor will it interfere in any way with any right the
Company or any Affiliate would otherwise have to terminate or modify the terms
of such Participants employment or other service at any time.
3
Section 12. No
Rights As Shareholder. The Participant shall not have any rights of a
shareholder with respect to the Covered Shares subject to the Option until a
stock certificate has been duly issued following exercise of the Option as
provided herein.
Section 13.
Amendment. The Option Terms may be amended in accordance with
the provisions of the Incentive Plan, and may otherwise be amended by written
agreement of the Participant and the Company without the consent of any other
person.
Section 14. Section 409A
Amendment. The Committee reserves the right (including the right to
delegate such right) to unilaterally amend the Option Terms and the Incentive
Plan without the consent of the Participant to maintain compliance with Code
Section 409A. Participants acceptance of this Option constitutes
acknowledgement and consent to such rights of the Committee.
4
IN WITNESS WHEREOF, the Company has caused the Option
Terms to be executed on its behalf by a duly authorized officer and Participant
has executed the Option Terms.
PARTICIPANT |
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MEDGENICS, INC. |
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/s/ Isaac Blech |
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By: |
/s/
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Signature |
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Its: |
Chief Legal Officer |
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Isaac Blech |
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Print Name |
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EXHIBIT A
INVESTMENT REPRESENTATION STATEMENT
[This form is to be completed at the time option is
exercised,
unless the stock to be issued upon exercise of this
option
has been registered under the Securities Act of 1933, as
amended]
Effective as of ________________ [insert date of option
exercise] (the Effective Date), the undersigned (Participant) has
elected to purchase _________________ shares of the Common Stock (the Shares)
of Medgenics, Inc. (the Company) under and pursuant to the Medgenics, Inc.
Stock Incentive Plan (the Incentive Plan) and the Non-Qualified Stock Option
Terms dated __________ [insert grant date of option] (the Option
Terms). The Participant hereby makes the following certifications,
representations, warranties and agreements with respect to the purchase of the
Shares:
The Participant acknowledges that he or she is aware of the
Companys business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to
acquire the Shares. The Participant represents and warrants to the Company that
he or she is acquiring these Shares for investment for the Participants own
account only and not with a view to, or for resale in connection with, any
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the Securities Act).
The Participant further acknowledges that the Shares have not
been registered under the Securities Act, are deemed to constitute restricted
securities under Rule 701 and Rule 144 promulgated under the Securities Act and
must be held indefinitely unless they are subsequently registered under the
Securities Act and qualified under any applicable state securities laws or an
exemption from such registration and qualification is available. The Participant
further acknowledges that the Company is under no obligation to register the
Shares.
The Participant further acknowledges that he or she is familiar
with the provisions of Rule 144, which, in substance, permits limited public
resale of restricted securities acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions. The Participant further acknowledges that in the event all of the
applicable requirements of Rule 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required in order to resell the Shares. The Participant
understands that no assurances can be given that any such registration will be
made or any such exemption will be available in such event.
The Participant further acknowledges and understands that all
certificates representing any of the Shares shall have endorsed thereon
appropriate legends reflecting the foregoing limitations, as well as any legends
reflecting any other restrictions pursuant to the Companys Articles of
Incorporation, Bylaws, the Option, the Incentive Plan and/or applicable
securities laws.
The Participant further agrees that, if so requested by the
Company or any representative of the underwriters (the Managing Underwriter)
in connection with any registration of the offering of any securities of the Company under the Securities
Act, the Participant shall not sell or otherwise transfer any Shares or other
securities of the Company during the 180-day period, or such other period as may
be requested in writing by the Managing Underwriter and agreed to in writing by
the Company (the Market Standoff Period), following the effective date of a
registration statement of the Company filed under the Securities Act. Such
restriction shall apply only to the first registration statement of the Company
to become effective under the Securities Act that includes securities to be sold
on behalf of the Company to the public in an underwritten public offering under
the Securities Act. The Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until the end of
such Market Standoff Period.
A-1
The Participant further acknowledges and agrees that the
Company shall not be required (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the representations,
warranties, agreements or other provisions contained in this Notice of Exercise
or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have
been so transferred.
Submitted by Participant: |
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Signature |
A-2
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