Current Report Filing (8-k)
04 August 2016 - 10:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August
4, 2016
Date of Report (Date of earliest event reported)
MEDGENICS,
INC.
(Exact name of registrant as specified in its charter)
Delaware
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1-35112
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98-0217544
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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435 Devon
Park Drive, Suite 715
Wayne, Pennsylvania 19087
(Address of principal executive offices,
zip code)
(610) 254-4201
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02.
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Results of Operations
and Financial Condition.
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On August 4, 2016, Medgenics, Inc., a Delaware
corporation (the “Company”), issued a press release regarding its financial results for the three months ended June
30, 2016. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 7.01.
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Regulation FD Disclosure.
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As previously announced, the Company will
host a conference call and live audio webcast on Thursday, August 4, 2016 at 8:30 a.m. EDT to discuss second quarter 2016 financial
results and to provide a business update. The Company intends to refer to the slide presentation, attached as Exhibit 99.2 and
incorporated by reference herein, on the conference call.
The slide presentation,
together with an archive of the webcast, will also be available for 30 days after the date of the conference call in the Investor
section of the Company’s website at
www.medgenics.com
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This Current
Report on Form 8-K, including the exhibits attached hereto, contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private
Securities Litigation Reform Act of 1995, which include all statements other than statements of historical fact, including (without
limitation) those regarding the Company’s financial position, its development and business strategy, its product candidates
and the plans and objectives of management for future operations. The Company intends that such forward-looking statements be
subject to the safe harbors created by such laws. Forward-looking statements are
sometimes identified by their use of the
terms and phrases such as “estimate,” “project,” “intend,” “forecast,” “anticipate,”
“plan,” “planning, “expect,” “believe,” “will,” “will likely,”
“should,” “could,” “would,” “may” or the negative of such terms and other comparable
terminology. All such forward-looking statements are based on current expectations and are subject to risks and uncertainties.
These risks and uncertainties include, but are not limited to, those discussed in the section titled “Risk Factors”
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Should any of these risks or uncertainties
materialize, or should any of the Company’s assumptions prove incorrect, actual results may differ materially from those
included within these forward-looking statements. Accordingly, no undue reliance should be placed on these forward-looking statements,
which speak only as of the date made. The Company expressly disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with
regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these
factors, the events described in the forward-looking statements contained in this Current Report on Form 8-K, including the exhibits
attached hereto, may not occur.
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Item 9.01.
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Financial Statements
and Exhibits.
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(d) Exhibits. The following exhibits are furnished herewith:
Exhibit No.
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Description
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99.1
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Medgenics, Inc. Press Release dated August 4, 2016 (furnished
pursuant to Item 2.02).
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99.2
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Slide Presentation dated August 4, 2016 (furnished pursuant to Item 7.01).
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MEDGENICS, INC.
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By:
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/s/ Brian D. Piper
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Name: Brian D. Piper
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Title: Chief Financial Officer
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Date: August 4, 2016
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