MEDGENICS, INC. (Form: 10-Q, Received: 05/09/2013 09:02:50)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35112

Medgenics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		98-0217544
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

555 California Street, Suite 365, San Francisco, CA		94104
(Address of Principal Executive Offices)		(Zip Code)

(415) 568-2245

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No x

As of May 6, 2013, the registrant had 18,481,308 shares of common stock, $0.0001 par value, outstanding.

MEDGENICS, INC.

CONTENTS

		Page

PART I	FINANCIAL INFORMATION	3

ITEM 1.	Financial Statements	3

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	25

ITEM 4.	Controls and Procedures	25

PART II	OTHER INFORMATION	25

ITEM 1.	Legal Proceedings	25

ITEM 1A.	Risk Factors	25

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

ITEM 3.	Defaults Upon Senior Securities	26

ITEM 4.	Mine Safety Disclosures	26

ITEM 5.	Other Information	26

ITEM 6.	Exhibits	27

Signatures		28

PART I — FINANCIAL INFORMATION

ITEM 1 — Financial Statements

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	March 31,		December 31,
	2013		2012
	Unaudited
ASSETS

CURRENT ASSETS:

Cash and cash equivalents	$	32,463	$	6,431
Accounts receivable and prepaid expenses		572		539

Total current assets		33,035		6,970

LONG-TERM ASSETS:

Restricted lease deposits		45		62
Severance pay fund		229		283

Total long-term assets		274		345

PROPERTY AND EQUIPMENT, NET		350		352

DEFERRED ISSUANCE EXPENSES		-		40

Total assets	$	33,659	$	7,707

The accompanying notes are an integral part of the interim consolidated financial statements.

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share and per share data)

	March 31,			December 31,
	2013			2012
	Unaudited
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Trade payables	$	951		$	877
Other accounts payable and accrued expenses		1,718			1,473

Total current liabilities		2,669			2,350

LONG-TERM LIABILITIES:

Accrued severance pay		1,429			1,492
Liability in respect of warrants		1,017			1,931

Total long-term liabilities		2,446			3,423

Total liabilities		5,115			5,773

STOCKHOLDERS' EQUITY:

Common stock - $0.0001 par value; 100,000,000 shares authorized; 18,481,308 shares and 12,307,808 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively		2			1
Additional paid-in capital		96,797			66,509
Deficit accumulated during the development stage		(68,255	)		(64,576	)

Total stockholders' equity		28,544			1,934

Total liabilities and stockholders' equity	$	33,659		$	7,707

The accompanying notes are an integral part of the interim consolidated financial statements.

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands (except share and per share data)

	Three months ended March 31,						Period from January 27, 2000 (inception) through March 31,
	2013			2012			2013
	Unaudited

Research and development expenses	$	2,031		$	1,592		$	39,660

Less - Participation by the Office of the Chief Scientist		-			(1,022	)		(7,049	)
U.S. Government grant					-			(244	)
Participation by third party		-			-			(1,067	)

Research and development expenses, net		2,031			570			31,300

General and administrative expenses		2,546			1,359			36,141

Other income:
Excess amount of participation in research and development from third party		-			-			(2,904	)

Operating loss		(4,577	)		(1,929	)		(64,537	)

Financial expenses		(14	)		(801	)		(4,410	)
Financial income		915			18			361

Loss before taxes on income		(3,676	)		(2,712	)		(68,586	)

Taxes on income		3			-			98

Loss	$	(3,679	)	$	(2,712	)	$	(68,684	)

Basic loss per share	$	(0.24	)	$	(0.28	)

Diluted loss per share	$	(0.29	)	$	(0.28	)

Weighted average number of Common stock used in computing basic loss per share		15,222,268			9,753,725
Weighted average number of Common stock used in computing diluted loss per share		15,634,768			9,753,725

The accompanying notes are an integral part of the interim consolidated financial statements.

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

U.S. dollars in thousands (except share data)

	Common stock					Additional paid-in capital		Deficit accumulated during the development stage			Total stockholders' equity
	Shares		Amount

Balance as of December 31, 2011		9,722,725	$	1		$	52,501	$	(49,505	)	$	2,997

Stock based compensation related to options and warrants granted to consultants and employees		-		-			122		-			122

Issuance of restricted common stock		35,000			(*)		55		-			55

Issuance of Common stock to consultants at $4.84 per share		15,000			(*)		73		-			73

Loss		-		-			-		(2,712	)		(2,712	)

Balance as of March 31, 2012 (Unaudited)		9,772,725	$	1		$	52,751	$	(52,217	)	$	535

(*) Represents an amount lower than $1.

The accompanying notes are an integral part of the interim consolidated financial statements.

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

U.S. dollars in thousands (except share data)

	Common stock					Additional paid-in capital		Deficit accumulated during the development stage			Total stockholders' equity
	Shares		Amount

Balance as of December 31, 2012		12,307,808	$	1		$	66,509	$	(64,576	)	$	1,934

Issuance of Common stock and warrants at $5.24 per share and $0.01 per warrant, net of issuance costs in the amount of $3,050.		6,070,000		1			28,820		-			28,821
Stock based compensation related to Common stock to consultants at $7.25 per share (**)		55,000			(*)		462		-			462
Issuance and vesting of restricted common stock		45,000			(*)		215		-			215
Exercise of warrants and options		3,500			(*)		13		-			13
Stock based compensation related to options and warrants granted to consultants and employees		-		-			778		-			778
Loss		-		-			-		(3,679	)		(3,679	)

Balance as of March 31, 2013 (unaudited)		18,481,308	$	2		$	96,797	$	(68,255	)	$	28,544

(*) Represents an amount lower than $1.

(**) Includes stock based compensation for an additional 13,000 shares which were not issued as of March 31, 2013.

The accompanying notes are an integral part of the interim consolidated financial statements.

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Three months ended March 31,						Period from January 27, 2000 (inception) through March 31,
	2013			2012			2013
	Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES:

Loss	$	(3,679	)	$	(2,712	)	$	(68,684	)

Adjustments to reconcile loss to net cash used in operating activities:

Depreciation		39			35			1,265
Loss from disposal of property and equipment		-			-			330
Stock based compensation to employees and consultants		1,455			177			11,640
Interest and amortization of beneficial conversion feature of convertible note		-			-			759
Change in fair value of convertible debentures and warrants		(914	)		796			3,064
Accrued severance pay, net		(9	)		86			1,200
Exchange differences on a restricted lease deposit and on long term loan		22			(1	)		23
Increase in accounts receivable and prepaid expenses		(33	)		(727	)		(612	)
Increase (decrease) in trade payables		74			(6	)		1,555
Increase (decrease) in other accounts payable and accrued expenses		245			(10	)		2,265

Net cash used in operating activities		(2,800	)		(2,362	)		(47,195	)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment		(37	)		(36	)		(2,119	)
Proceeds from disposal of property and equipment		-			-			173
Increase in restricted lease deposit		(5	)		(4	)		(65	)

Net cash used in investing activities	$	(42	)	$	(40	)	$	(2,011	)

The accompanying notes are an integral part of the interim consolidated financial statements.

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Three months ended March 31,					Period from January 27, 2000 (inception) through March 31,
	2013		2012			2013
	Unaudited

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of shares and warrants, net	$	28,821	$	-			71,769
Deferred issuance expenses		40		-			-
Proceeds from exercise of options and warrants, net		13		-			2,735
Repayment of a long-term loan		-		-			(73	)
Proceeds from long term loan		-		-			70
Issuance of a convertible debenture and warrants		-		-			7,168

Net cash provided by financing activities		28,874		-			81,669

Increase (decrease) in cash and cash equivalents		26,032		(2,402	)		32,463

Balance of cash and cash equivalents at the beginning of the period		6,431		4,995			-

Balance of cash and cash equivalents at the end of the period		32,463	$	2,593			32,463

Supplemental disclosure of cash flow information:

Cash paid during the period for:

Interest	$	-	$	-		$	242

Taxes	$	46	$	10		$	194

Supplemental disclosure of non-cash flow information:

Issuance expenses paid with shares	$	-	$	-		$	310

Issuance of Common stock upon conversion of a convertible debentures	$	-	$	-		$	8,430

Classification of liability in respect of warrants into equity due to the exercise of warrants	$	-	$	-		$	2,014

The accompanying notes are an integral part of the interim consolidated financial statements.

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 1:-

GENERAL

Medgenics, Inc. (the "Company") was incorporated in January 2000 in Delaware. The Company has a wholly-owned subsidiary, Medgenics Medical Israel Ltd. (formerly Biogenics Ltd.) (the "Subsidiary"), which was incorporated in Israel in March 2000. The Company and the Subsidiary are engaged in the research and development of products in the field of biotechnology and associated medical equipment and are thus considered development stage companies as defined in Accounting Standards Codification ("ASC") topic number 915, "Development Stage Entities" ("ASC 915").

On December 4, 2007 the Company's Common stock was admitted for trading on the AIM market of the London Stock Exchange.

On April 13, 2011 the Company completed an Initial Public Offering ("IPO") of its Common stock on the NYSE Amex, raising $10,389 in net proceeds.

In February 2013, the Company closed an underwritten public offering of 5,600,000 shares of Common stock and Series 2013-A warrants to purchase up to an aggregate of 2,800,000 shares of Common stock. The shares and the warrants were sold together as a fixed combination, each consisting of one share of Common stock and a warrant to purchase one-half of a share of Common stock, at a price to the public of $5.25 per fixed combination. In March 2013, the underwriters exercised their option to purchase 470,000 shares of Common stock at $5.24 per share and 840,000 warrants to purchase 420,000 shares of Common stock at $0.01 per warrant. Gross proceeds were $31,871 or approximately $28,821 in net proceeds after deducting underwriting discounts and commissions of $2,550 and other offering costs of approximately $500.

The Company and the Subsidiary are in the development stage. As reflected in the accompanying financial statements, the Company incurred a loss for the three month period ended March 31, 2013 of $3,679 and had a negative cash flow from operating activities of $2,800 during the three month period ended March 31, 2013. The accumulated deficit as of March 31, 2013 is $68,255. The Company and the Subsidiary have not yet generated revenues from product sale. The Company previously generated income from partnering on development programs and expects to pursue its partnering activity. Management’s plans also include seeking additional investments and commercial agreements to continue the operations of the Company and the Subsidiary.

The Company believes that the net proceeds of the underwritten public offering in February 2013, plus its existing cash and cash equivalents, should be sufficient to meet its operating and capital requirements through 2014.

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim financial statements of the Company, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2012 (“2012 Form 10-K”) as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in the 2012 Form 10-K, have been omitted.

NOTE 3:-

STOCKHOLDERS' EQUITY

Issuance of stock options, warrants and restricted shares to employees and directors

In January 2013, the Company granted 15,000 options and 7,000 shares of restricted Common stock to each of 5 non-executive Directors of the Company. These shares of Common stock are restricted in that they may not be disposed of and are not entitled to dividends. 50% of these shares were vested the day after the grant and 50% will vest one year from the grant date. All of the options are for a term of 10 years, vest in three equal installments and have an exercise price of $7.25. These options and shares of restricted Common stock were granted under the stock incentive plan. The fair value of these options and shares of restricted Common stock at the grant date was $4.449 per option and $7.50 per share. The Company recorded compensation expenses in the amount of $188 in the three months ended March 31, 2013.

In March 2013, the Company granted 10,000 shares of restricted Common stock to an employee. These shares are restricted in that they may not be disposed of and are not entitled to dividends. These restrictions will be removed in relation to 5,000 shares of Common stock on each of March 28, 2014 and March 28, 2015. The shares were issued under the stock incentive plan. The fair value of these shares of restricted Common stock at the grant date amounted to $49, and will be recognized as an expense using the straight line method.

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 3:-

STOCKHOLDERS' EQUITY (CONT.)

Issuance of stock options, warrants and restricted shares to employees and directors: (cont.)

A summary of the Company's activity for restricted shares granted to employees and directors is as follows:

Restricted shares	Three months ended March 31, 2013

Number of restricted shares as of December 31, 2012		60,357
Vested		(35,000	)

Granted		45,000

Number of restricted shares as of March 31, 2013		70,357

In March 2013, an employee exercised options to purchase 3,500 shares of Common Stock at $3.64 per share or an aggregate exercise price of $13.

In March 2013, the Company granted to employees of the Company options to purchase 110,000 shares of common stock exercisable at an exercise price of $4.85. The options have a 10 year term and vest in four equal annual tranches. The options were granted under the stock incentive plan. The fair value of these options at the grant date was $290.

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 3:-

STOCKHOLDERS' EQUITY (CONT.)

Issuance of stock options, warrants and restricted shares to employees and directors: (cont.)

A summary of the Company's activity for options and warrants granted to employees and directors is as follows:

	Three months ended March 31, 2013
	Number of options and warrants			Weighted average exercise price		Weighted average remaining contractual terms (years)		Aggregate intrinsic value price

Outstanding at January 1, 2013		2,656,587		$	6.04

Granted		185,000		$	5.82

Forfeited		(3,571	)	$	7.21

Exercised		(3,500	)	$	3.64

Outstanding at March 31, 2013		2,834,516		$	6.03		5.08	$	3,146

Vested and expected to vest at March 31, 2013		2,774,118		$	5.98		5.04	$	3,124

Exercisable at March 31, 2013		1,626,558		$	4.50		3.94	$	2,722

As of March 31, 2013, there was $3,351 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted to employees. That cost is expected to be recognized over a weighted-average period of 2.0 years.

The aggregate intrinsic value represents the total intrinsic value (the difference between the Company's Common share fair value as of March 31, 2013 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on March 31, 2013.

Calculation of aggregate intrinsic value is based on the share price of the Company's Common stock as of March 31, 2013 ($4.85 per share, as reported on the NYSE MKT).

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 3:-

STOCKHOLDERS' EQUITY (CONT.)

Issuance of shares, stock options and warrants to consultants:

In January 2013, the Company issued a total of 55,000 shares of Common stock to two consultants. Total compensation, measured as the grant date fair market value of the stock, amounted to $462 and was recorded as an operating expense in the Statement of Operations. As part of the agreement with the consultant, the Company has an obligation to issue an additional 13,000 shares for services received during the three month period ended March 31, 2013.

In March 2013, the Company approved the grant to two consultants of warrants to purchase a total of 25,000 shares at an exercise price of $4.99 per share. The warrants have a five year term and vested immediately upon issuance in April 2013. Total compensation amounted to $80 and was recorded as an operating expense in the Statement of Operations.

A summary of the Company's activity for warrants and options granted to consultants is as follows:

	Three months ended March 31, 2013
	Number of options and warrants		Weighted average exercise price		Weighted average remaining contractual terms (years)		Aggregate intrinsic value price

Outstanding at January 1, 2013		521,904	$	7.29

Outstanding at March 31, 2013		521,904	$	7.29		4.57	$	73

Exercisable at March 31, 2013		419,908	$	7.20		3.54	$	73

As of March 31, 2013, there was $251 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted to consultants. That cost is expected to be recognized over a weighted-average period of 0.9 years.

Calculation of aggregate intrinsic value is based on the share price of the Company's Common stock as of March 31, 2013 ($4.85 per share, as reported on the NYSE MKT).

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 3:-

STOCKHOLDERS' EQUITY (CONT.)

Compensation expenses:

Compensation expense related to shares, warrants and options granted to employees, directors and consultants was recorded in the Statement of Operations in the following line items:

	Three months ended March 31,
	2013		2012

Research and development expenses	$	24	$	26
General and administrative expenses		1,431		96

	$	1,455	$	122

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 3:-

STOCKHOLDERS' EQUITY (CONT.)

Summary of options and warrants:

A summary of all the options and warrants outstanding as of March 31, 2013 is presented in the following table:

			As of March 31, 2013
Options / Warrants	Exercise Price per Share ($)		Options and Warrants Outstanding		Options and Warrants Exercisable		Weighted Average Remaining Contractual Terms (in years)

Options:

Granted to Employees and Directors		2.49		182,806		182,806		3.0
		2.66		75,000		25,000		8.8
		3.14		244,143		86,750		8.7
		3.64		32,200		2,200		8.3
		3.86		11,429		2,857		8.4
		4.85		110,000		-		10
		5.13		46,111		-		9.0
		5.31		23,280		23,280		0.2
		6.55		42,856		25,712		7.8
		7.25		75,000		-		9.8
		8.19		171,451		95,713		7.5
		9.25		18,000		-		9.5
		10.80		900,000		300,000		4.3
		14.50		20,000		-		9.3
				1,952,276		744,318

Granted to Consultants
		4.20		19,354		19,354		1.7
		5.13		15,280		-		9.0
		5.31		19,354		19,354		0.5
		6.65		31,780		19,068		7.7
		6.86		50,000		-		9.2
		8.19		38,136		25,424		7.5
		14.50		11,292		-		9.3
				185,196		83,200

Total Options				2,137,472		827,518

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 3:-

STOCKHOLDERS' EQUITY (CONT.)

Summary of options and warrants (cont.):

			As of March 31, 2013
Options / Warrants	Exercise Price per Share ($)		Options and Warrants Outstanding		Options and Warrants Exercisable		Weighted Average Remaining Contractual Terms (in years)

Warrants:

Granted to Employees and Directors		2.49		882,240		882,240		3.0

Granted to Consultants		3.19		11,370		11,370		2.5
		4.01		50,000		50,000		3.3
		4.99		6,635		6,635		3.0
		5.57		67,230		67,230		0.7
		9.17		194,473		194,473		4.2
		11.16		7,000		7,000		4.3
				336,708		336,708

Granted to Investors
		0.0002		35,922		35,922		3.0
		2.49		22,950		22,950		3.0
		4.54		412,500		412,500		2.5
		4.99		57,291		57,291		3.0
		6.00		2,763,730		2,763,730		3.0
		6.78		3,220,000		3,220,000		4.9
		8.34		1,458,550		1,458,550		4.2
				7,970,943		7,970,943

Total Warrants				9,189,891		9,189,891

Total Option and Warrants				11,628,506		10,117,409

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 4:-

FAIR VALUE MEASURMENTS

The Company classified certain warrants with down-round protection issued to the purchasers of convertible debentures in 2010 as a liability at their fair value according to ASC 815-40-15-7I. The liability in respect of these warrants will be remeasured at each reporting period until exercised or expired. Changes in the fair value of these warrants are reported in the statements of operations as financial income or expense.

The fair value of these warrants was estimated at March 31, 2013 and December 31, 2012 using the Binomial pricing model with the following assumptions:

	March 31, 2013			December 31, 2012

Dividend yield		0	%		0	%
Expected volatility		77.5	%		78.1	%
Risk-free interest rate		0.3	%		0.3	%
Contractual life (in years)		2.5			2.7

The changes in level 3 liabilities measured at fair value on a recurring basis:

	Fair value of liability in respect of warrants

Balance as of December 31, 2011	$	478

Classification of liability in respect of warrants into equity due to the exercise of warrants		(883	)
Change in the fair value of liability in respect of warrants		2,336

Balance as of December 31, 2012		1,931

Change in the fair value of liability in respect of warrants		(914	)

Balance as of March 31, 2013 (unaudited)		1,017

MEDGENICS, INC. AND ITS SUBSIDIARY

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 5:-

LOSS PER SHARE

Details in the computation of diluted loss per share:

	Three months ended March 31,
	2013					2012
	Weighted average number of shares		Loss			Weighted average number of shares			Loss
For the computation of basic loss		15,222,268	$	3,679			9,753,725		$	2,712

Effect of potential dilutive common shares issuable upon exercise of warrants classified as liability		412,500		914	(**)		-	(*)		-	(*)

For the computation of diluted loss		15,634,768	$	4,593			9,753,725		$	2,712

(*) Anti-dilutive.

(**) Financial income resulted from changes in fair value of warrants classified as liability.

The total weighted average number of shares related to the outstanding options, warrants and restricted shares excluded from the calculations of diluted loss per share due to their anti-dilutive effect was 9,264,499 and 6,287,832 for the three months ended March 31, 2013 and 2012, respectively.

NOTE 6:-

SUBSEQUENT EVENTS

In March 2013, the Company announced the appointment of a new member of the Board of Directors effective March 15, 2013. In connection with the appointment, the new board member was awarded stock options covering up to 300,000 shares of the Company’s common stock, at a per share exercise price of $4.99, subject to approval by the NYSE MKT of an additional listing application covering the issuance of the shares underlying such options. On April 12, 2013, prior to approval by the NYSE MKT of the additional listing application, the Compensation Committee of the Company’s Board of Directors determined instead to issue such options under the Company's stock incentive plan . 100,000 shares underlying such options vested immediately upon issuance in April 2013 and t he remaining underlying shares will vest equally on each of March 15, 2014 and March 15, 2015, subject to continuous service through each vesting date. The options may only be exercised for cash and will expire on March 15, 2018. The Company recorded expenses in the amount of $261 in March 2013 .

- - - - -

ITEM 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012, and any updates to those risk factors included in Part II, Item 1A of this Quarterly Report on Form 10-Q. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

We are a medical technology and therapeutics company, developing an innovative and proprietary platform technology offering what we believe to be a novel approach for the $100+ billion protein therapeutics market. Our Biopump Platform Technology is designed to provide sustained protein therapy to treat a range of chronic diseases and conditions.

Since our inception on January 27, 2000, we have focused our efforts on research and development and clinical trials and have received no revenue from product sales. We have funded our operations principally through equity and debt financings, participation from the Office of the Chief Scientist (OCS) in Israel and a collaborative agreement. Our operations to date have been primarily limited to organizing and staffing our company, developing the Biopump Platform Technology and its applications, developing and initiating clinical trials for our product candidates, and improving and maintaining our patent portfolio.

We have generated significant losses to date, and we expect to continue to generate losses as we progress towards the commercialization of our product candidates. We have incurred net losses of approximately $3.68 million and $68.68 million for three month period ended March 31, 2013 and for the period from inception through March 31, 2013, respectively. As of March 31, 2013, we had stockholders’ equity of approximately $28.54 million. We are unable to predict the extent of any future losses or when we will become profitable, if at all.

Although we have not yet generated revenues from product sales, we have generated income from partnering on development programs and we expect to continue to pursue partnering activity.

Financial Operations Overview

Research and Development Expense

Research and development expense consists of: (i) internal costs associated with our development activities; (ii) payments we make to third party contract research organizations, contract manufacturers, clinical trial sites, and consultants; (iii) technology and intellectual property license costs; (iv) manufacturing development costs; (v) personnel related expenses, including salaries, benefits, travel, and related costs for the personnel involved in product development; (vi) activities related to regulatory filings and the advancement of our product candidates through preclinical studies and clinical trials; and (vii) facilities and other allocated expenses, which include direct and allocated expenses for rent, facility maintenance, as well as laboratory and other supplies. All research and development costs are expensed as incurred.

Conducting a significant amount of development is central to our business model. Through March 31, 2013, we incurred approximately $39.66 million in gross research and development expenses since our inception on January 27, 2000. Product candidates in later-stage clinical development generally have higher development costs than those in earlier stages of development, primarily due to the significantly increased size and duration of the clinical trials. We plan to increase our research and development expenses for the foreseeable future in order to complete development of our two most advanced product candidates, the EPODURE Biopump and the INFRADURE Biopump, and our earlier-stage research and development projects including our HEMODURE Biopump.

The process of conducting pre-clinical studies and clinical trials necessary to obtain regulatory approval is costly and time consuming. The probability of success for each product candidate and clinical trial may be affected by a variety of factors, including, among others, the quality of the product candidate’s early clinical data, investment in the program, competition, manufacturing capabilities and commercial viability. As a result of these uncertainties, together with the uncertainty associated with clinical trial enrollments and the risks inherent in the development process, we are unable to determine the duration and completion costs of current or future clinical stages of our product candidates or when, or to what extent, we will generate revenues from the commercialization and sale of any of our product candidates. Development timelines, probability of success and development costs vary widely. We are currently focused on developing our two most advanced product candidates, the EPODURE Biopump and the INFRADURE Biopump, as well as our HEMODURE Biopump and associated devices for implementing the platform technology.

Research and development expenses are shown net of participation by third parties.

General and Administrative Expense

General and administrative expense consists primarily of salaries and other related costs, including stock-based compensation expense, for persons serving as our directors and in our executive, finance and accounting functions. Other general and administrative expense includes facility-related costs not otherwise included in research and development expense, costs associated with industry and trade shows, and professional fees for legal services and accounting services. We expect that our general and administrative expenses will increase as we add personnel. Since our inception on January 27, 2000 through March 31, 2013, we spent approximately $36.14 million on general and administrative expense.

Other Income

We have not generated any product revenue since our inception, but, in connection with our first collaboration agreement, we received $3.97 million from Baxter Healthcare through December 31, 2011 of which $2.9 million was recognized as other income. To date, we have funded our operations primarily through equity and debt financings and funding from the Israeli OCS. If our product development efforts result in clinical success, regulatory approval and successful commercialization of any of our products, we would expect to generate revenue from sales or licenses of any such products.

Financial Income and Expense

Financial expense consists primarily of interest and amortization of beneficial conversion feature of convertible note, convertible debentures valuations, warrant valuations and interest incurred on debentures.

Financial income consists primarily of interest earned on our cash and cash equivalents and marketable securities.

Results of Operations for the Three Months Ended March 31, 2013 and 2012

Research and Development Expenses, net

Gross research and development expenses for the three months ended March 31, 2013 were $2.03 million, increasing from $1.59 million for the same period in 2012 due mainly to an increase in research and development personnel.

Research and development expenses, net for the three months ended March 31, 2013 were $2.03 million, increasing from $0.57 million for the same period in 2012. The increase in the research and development expenses, net was due to the participation by the OCS of $1.02 in the three months ended March 31, 2012 and by the increase in the gross research and development expenses as explained above.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2013 were $2.55 million, increasing from $1.36 million for the same period in 2012 primarily due to increased stock-based compensation expenses related to options and restricted shares granted to directors and consultants.

Financial Income and Expenses

Financial expenses for the three months ended March 31, 2013 were $0.01 million, decreasing from $0.80 million for the same period in 2012. This decrease of $0.79 million was mainly due to the change in valuation of the warrant liability.

Financial income for the three months ended March 31, 2013 was $0.92 million, increasing from $0.02 million for the same period in 2012. The increase of $0.90 million was primarily due to the change in valuation of the warrant liability.

Liquidity and Capital Resources

Sources of Liquidity

We have financed our operations primarily through a combination of equity, debt issues and grants from the OCS and other third parties.

We recorded $7.05 million from inception through March 31, 2013 from the OCS in development grants of which nil was received during the three months ended March 31, 2013.

On February 13, 2013, we completed a registered public offering of 5,600,000 shares of common stock and 5,600,000 Series 2013-A warrants to purchase up to an aggregate of 2,800,000 shares of common stock. The shares of common stock and Series 2013-A warrants were sold together as a fixed combination, each consisting of one share of common stock and one Series 2013-A warrant to purchase 0.50 of a share of common stock, at a public offering price of $5.25 per combination, less the underwriting discounts and commissions payable by us, for net proceeds of approximately $26.55 million. We granted the underwriters the option to purchase, at the same price, an aggregate of up to an additional 840,000 shares of common stock and/or an additional 840,000 Series 2013-A warrants to purchase up to 420,000 shares of common stock as may be necessary to cover over-allotments made in connection with the offering. The underwriters exercised this option in March 2013 with respect to an additional 470,000 shares of common stock and an additional 840,000 Series 2013-A warrants to purchase up to 420,000 shares of common stock, for additional net proceeds of approximately $2.27 million.

Cash Flows

We had cash and cash equivalents of $32.46 million at March 31, 2013 and $6.43 million at December 31, 2012. The increase in our cash balance during the three months ended March 31, 2013 was primarily the result of our registered public offering of common stock and Series 2013-A warrants during the period.

Net cash used in operating activities of $2.80 million for the three months ended March 31, 2013 and $2.36 million for the three months ended March 31, 2012 primarily reflected our cash expenses for our operations.

Our cash used in investing activities relates mainly to our purchases of property and equipment.

Net cash provided by financing activities was $28.87 million for the three months ended March 31, 2013. We had no cash provided by financing activities for the three months ended March 31, 2012. Our cash flows from financing activities during the three months ended March 31, 2013 are primarily the result of our registered public offering of common stock and Series 2013-A warrants during the period.

Funding Requirements

We expect to enter into licensing or other commercialization agreements for all or parts of applications of our Biopump Platform Technology to fund our continuing operations. If we are unable to enter into such agreements on terms acceptable to us, we will continue to incur losses from operations for the foreseeable future. We expect to incur increasing research and development expenses, including expenses related to the hiring of personnel and additional clinical trials, as we further develop the EPODURE Biopump, the INFRADURE Biopump and the HEMODURE Biopump. We expect that our general and administrative expenses will also increase as we expand our finance and administrative staff, add infrastructure, and incur additional costs related to being a public company in the United States, including investor relations programs and increased professional fees. Our future capital requirements will depend on a number of factors, including the timing and outcome of clinical trials and regulatory approvals, the costs involved in preparing, filing, prosecuting, maintaining, defending, and enforcing patent claims and other intellectual property rights, the acquisition of licenses to new products or compounds, the status of competitive products, the availability of financing, and our success in developing markets for our product candidates.

Without taking into account any revenue we may receive as a result of licensing or other commercialization agreements we are pursuing, we believe that cash on hand, including the net proceeds we received from our public offering of common stock and Series 2013-A warrants during the three months ended March 31, 2013, will be sufficient to enable us to fund our operating expenses and capital expenditure requirements through 2014. We have based this estimate on assumptions that may prove to be wrong and we could use our available resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated clinical trials.

We do not anticipate that we will generate revenue from the sale of products for at least five years; however, we do intend to seek licensing or other commercialization agreements similar to our agreement relating to the development of our HEMODURE Biopump. We anticipate that the funds received as a result of such agreements may be sufficient to fund our operations in the future. In the absence of additional funding or adequate funding from commercialization agreements, we expect our continuing operating losses to result in increases in our cash used in operations over the next several quarters and years.

Absent significant corporate collaboration and licensing arrangements, we will need to finance our future cash needs through public or private equity offerings or debt financings in the future. We do not currently have any commitments for future external funding. We may need to raise additional funds more quickly if one or more of our assumptions prove to be incorrect or if we choose to expand our product development efforts more rapidly than we presently anticipate, and we may decide to raise additional funds even before we need them if the conditions for raising capital are favorable. We may seek to sell additional equity or debt securities or obtain a bank credit facility. The sale of additional equity or debt securities, if convertible, could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also result in covenants that would restrict our operations.

Our plans include seeking additional investments and commercial agreements to continue our operations. However, there is no assurance that we will be successful in our efforts to raise the necessary capital and/or reach such commercial agreements to continue our planned research and development activities.

Critical Accounting Policies

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. On an ongoing basis, we evaluate these estimates and judgments, including those described below. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and experiences may differ materially from these estimates.

While our significant accounting policies are more fully described in Note 2 to our financial statements included elsewhere in this Quarterly Report on Form 10-Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the preparation of our financial statements.

Liability in Respect of Warrants

In the past, we issued warrants whose exercise price is subject to downward adjustment. In accordance with Accounting Standards Codification No. 815-40-15-7I, we classified these warrants as a liability at their fair value. The warrants liability will be remeasured at each reporting period until exercised or expired. The decrease in the fair value of the warrants during the three months ended March 31, 2013 of $0.91 million and the increase in the fair value of the warrants during the three months ended March 31, 2012 of $0.80 million are reported in the Statements of Operations as financial income and expense, respectively.

We estimate the fair value of these warrants at the respective balance sheet dates using the Binomial option pricing model. We use a number of assumptions to estimate the fair value, including the remaining contractual terms of the warrants, risk-free interest rates, expected dividend yield and expected volatility of the price of the underlying common stock. These assumptions could differ significantly in the future, thus resulting in variability of the fair value which would impact the results of operations in the future.

Stock-Based Compensation

We account for stock options according to the Accounting Standards Codification No. 718 (ASC 718) “Compensation – Stock Compensation.” Under ASC 718, stock-based compensation cost is measured at grant date, based on the estimated fair value of the award, and is recognized as an expense over the employee’s requisite service period on a straight-line basis.

We account for stock options granted to non-employees on a fair value basis using an option pricing method in accordance with ASC 718. The initial non-cash charge to operations for non-employee options with vesting are revalued at the end of each reporting period based upon the change in the fair value of the options and amortized to consulting expense over the related vesting period.

For the purpose of valuing options and warrants granted to our employees, non-employees and directors and officers during the three months ended March 31, 2013 and 2012, we used the Binomial options pricing model. To determine the risk-free interest rate, we utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. We estimated the expected life of the options granted based on anticipated exercises in the future periods assuming the success of our business model as currently forecast. The expected dividend yield reflects our current and expected future policy for dividends on our common stock. The expected stock price volatility for our stock options was calculated by examining historical volatilities for publicly traded industry peers as we do not have sufficient trading history for our common stock. We will continue to analyze the expected stock price volatility and expected term assumptions as more historical data for our common stock becomes available. Given the senior nature of the roles of our employees, directors and officers, we currently estimate that we will experience 5% annual forfeiture for those options currently outstanding.

Off-Balance Sheet Arrangements

There have been no material changes to the discussion of off-balance sheet arrangements included in our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 3 — Quantitative and Qualitative Disclosures about Market Risk

Not required.

ITEM 4 — Controls and Procedures

Evaluation of disclosure controls and procedures

As required by Exchange Act Rule 13a-15(b), in connection with the filing of this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2013, the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1 — Legal Proceedings

We are not currently a party, as plaintiff or defendant, to any legal proceedings which, individually or in the aggregate, are expected by us to have a material effect on our business, financial condition or results of operation if determined adversely to us.

ITEM 1A — Risk Factors

There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 2 — Unregistered Sale of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

In the three months ended March 31, 2013, the following securities were sold by us without registration under the Securities Act in transactions which have not been previously described in a Current Report on Form 8-K. The securities described below were deemed exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act and Regulation D thereunder. There were no underwriters employed in connection with any of these transactions.

Common Stock Issued Directly

In January 2013, we issued a total of 55,000 shares of Common stock to two consultants. Total compensation, measured as the grant date fair market value of the stock, amounted to $462,000 and was recorded as an operating expense in the Statement of Operations.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 3 — Defaults Upon Senior Securities

None.

ITEM 4 — Mine Safety Disclosures

Not applicable.

ITEM 5 — Other Information

None.

ITEM 6 — Exhibits

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed November 5, 2010 (File No. 333-170425) and incorporated herein by reference).

3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed November 5, 2010 (File No. 333-170425) and incorporated herein by reference).

3.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation dated as of February 14, 2011 (previously filed as Exhibit 4.3 to the Company’s Post-Effective Amendment No. 1 to Form S-1 on Form S-3 filed July 16, 2012 (File No. 333-170425) and incorporated herein by reference).

3.4		Second Amended and Restated By-Laws (previously filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-35112) and incorporated herein by reference).

4.1		Warrant Agreement, dated as of February 8, 2013, between Medgenics, Inc. and Corporate Stock Transfer, Inc. (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 8, 2013 (File No. 001-35112) and incorporated herein by reference).

4.2		Form of Series 2013-A Warrant (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed February 8, 2013 (File No. 001-35112) and incorporated herein by reference).

10.1		Director Appointment Letter, dated as of March 8, 2013, between Medgenics, Inc. and Joseph J. Grano, Jr. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 14, 2013 (File No. 001-35112) and incorporated herein by reference).

10.2		First Amendment of the Medgenics, Inc. Stock Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 1, 2013 (File No. 001-35112) and incorporated herein by reference).

10.3		Form of Non-Qualified Stock Option Award Agreement under the Medgenics, Inc. Stock Incentive Plan (filed herewith).

10.4		Form of Restricted Stock Award Agreement under the Medgenics, Inc. Stock Incentive Plan (filed herewith).

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101		Interactive Data File (furnished herewith).

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 thereunto duly authorized.

	MEDGENICS, INC.

Date: May 9, 2013	By:	/s/ Andrew L. Pearlman
		Andrew L. Pearlman
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: May 9, 2013	By:	/s/ Phyllis K. Bellin
		Phyllis K. Bellin
		Vice President – Administration
		(Principal Accounting and Financial Officer)

Exhibit 10.3

***FORM***

MEDGENICS, INC.

Stock Incentive Plan

Non-Qualified Stock Option Award Terms

The Participant specified below has been granted this Non-Qualified Option (the “ 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 Incentive Plan as well as 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 _________________.

(b) The “ Date of Grant ” is ______________________ .

(d) The “ Exercise Price ” is $______ per share of Common Stock.

Except for terms otherwise defined in the Option Terms, any capitalized term in the Option Terms 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 Participant’s Termination of Service has not occurred before the Vesting Date):

INSTALLMENT	VESTING DATE
	APPLICABLE TO INSTALLMENT

(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 Participant’s Termination of Service.

(b) The Option may be exercised on or after the Participant’s Termination of Service only as to that portion of the Covered Shares for which it was exercisable immediately prior to the Participant’s Termination of Service, or became exercisable on the date of the Participant’s Termination of Service.

Section 4. Expiration . The Option shall not be exercisable after the Company’s 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) _______________, 20__; or

(b) the twelve (12) month anniversary of the Participant’s Termination of Service if such termination occurs due to death or Disability; or

(c) the 90 ^th day following Participant’s 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 into 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 Participant’s 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 Company’s 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 Participant’s 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, and the Company’s obligation to issue shares of Common Stock upon exercise, is subject to withholding of all applicable taxes. As permitted by the Committee from time to time, such withholding obligations may be satisfied at the election of the Participant (a) through cash payment by the Participant, (b) through the surrender of shares of Common Stock that the Participant already owns or (c) through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Incentive Plan; provided , however , that except as otherwise specifically provided by the Committee, such shares under clause (c) may not be used to satisfy more than the Company’s minimum statutory withholding obligation.

Section 7. Transferability . The Option, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the Option shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of 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, hypothecation or other disposition of the Option contrary to the provisions hereof, or the levy of any attachment or similar process upon the 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 Company’s 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 Participant’s death, such rights shall be exercisable by the Beneficiary, and such benefits shall be distributed to the Beneficiary, in accordance with the provisions of the Option Terms and the Incentive Plan. The “ 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 may require. The designation of beneficiary form may be amended or revoked from time to time by the Participant in accordance with such procedures as may be established by the Committee. If a Participant fails to designate a Beneficiary, or if the 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 Participant designates a beneficiary and the Beneficiary survives the Participant but dies before the Beneficiary’s exercise of all rights under the Option Terms or before the complete distribution of benefits to the Beneficiary under the Option Terms, then any rights that would have been exercisable by the Beneficiary shall be exercised by the legal representative of the estate of the Beneficiary, and any benefits distributable to the Beneficiary shall be distributed to the legal representative of the estate of the 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. Notwithstanding anything in the Option Terms to the contrary, in the event of any discrepancy between the corporate records of the Company and the Option Terms, the corporate records of the Company shall control.

Section 11. Not An Employment Contract . The Option does not confer on the Participant any right with respect to continuance of employment or other service with the Company or any Affiliate, nor shall it interfere in any way with any right the Company or any Affiliate would otherwise have to terminate or modify the terms of such Participant’s 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. Validity . If any provision of the Option Terms is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Option Terms shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 15. 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. The Participant’s acceptance of the Option constitutes acknowledgement and consent to such rights of the Committee.

Section 16. Clawback . The Option and any amount or benefit received under the Incentive Plan shall be subject to potential cancellation, recoupment, rescission, payback or other similar action in accordance with the terms of any applicable Company clawback policy (the “ Policy ”) or any applicable law. The Participant’s acceptance of the Option constitutes acknowledgement and consent to the Company’s application, implementation and enforcement of (a) the Policy and any similar policy established by the Company that may apply to the Participant and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as the Participant’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy and applicable law, without further consideration or action.

IN WITNESS WHEREOF , the Company has caused the Option Terms to be executed in its name and on its behalf, and the Participant acknowledges understanding and acceptance of, and agrees to, the terms of the Option Terms, all as of the Date of Grant.

PARTICIPANT		MEDGENICS, INC.

		By:
Signature		Its:


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 Company’s 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 Participant’s 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 Company’s 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:


	Signature

A- 2

Exhibit 10.4

***FORM***

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 , as amended from time to time (the “ Incentive Plan ”). This Award shall be subject to the Incentive Plan as well as the following terms and conditions (“ Award Agreement ”):

Section 1. Award . In accordance with the Incentive Plan, the Company hereby grants to the Participant this Award, which represents the 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 this Award shall have the following meanings:

(a) The “ Participant ” is ______________.

(b) The “ Date of Grant ” is _____________________ .

Except for terms otherwise defined in this Award Agreement, 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 Company’s 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, of the right of the Participant to receive shares of Common 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:

(b) Notwithstanding the foregoing provisions of this Section 3 , the Restricted Period for all the Covered Shares shall cease immediately, and such Covered Shares shall become immediately and fully vested, upon (i) a Change in Control that occurs on or before the Participant’s Termination of Service or (ii) upon the Participant’s Termination of Service due to Disability or death.

(c) In the event the Participant’s Termination of Service, other than as provided in Section 3(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 Participant’s Termination of Service date.

Section 4. Delivery of Shares . Delivery of Common 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 Common 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 Common Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable requirements of any securities exchange or similar entity.

Section 5. Withholding . All deliveries of Covered Shares 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 and Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requirements prior to the delivery date of any shares in connection with this Award. As permitted by the Committee from time to time, such withholding obligations may be satisfied at the election of the Participant (a) through cash payment by the Participant, (b) through the surrender of shares of Common Stock that the Participant already owns or (c) through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Incentive Plan; provided , however , that except as otherwise specifically provided by the Committee, such shares under clause (c) may not be used to satisfy more than the Company’s minimum statutory withholding obligation.

Section 6. Non-Transferability of Award . During the Restricted Period, this Award, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, this Award shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of 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, hypothecation or other disposition of this Award contrary to the provisions hereof, or the levy of any attachment or similar process upon this Award, shall be null and void and without effect.

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 applicable to the respective Installment; provided, however , that the Participant shall not be entitled to vote Covered Shares with respect to record dates for any Covered Shares occurring before the Date of Grant or 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.

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 Company’s 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 Participant’s death, such rights shall be settled and payable to the Beneficiary, and such benefits shall be distributed to the Beneficiary, in accordance with the provisions of this Award Agreement and the Incentive Plan. The “ 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 may require. The designation of beneficiary form may be amended or revoked from time to time by the Participant in accordance with such procedures as may be established by the Committee. If a Participant fails to designate a Beneficiary, or if the Beneficiary does not survive the Participant, any rights that would have been payable to the Participant shall be payable to the legal representative of the estate of the Participant. If a Participant designates a beneficiary and the Beneficiary survives the Participant but dies before the settlement of Beneficiary’s rights under this Award Agreement, then any rights that would have been payable to the Beneficiary shall be payable to the legal representative of the estate of the 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. Notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

Section 13. Not an Employment Contract . This Award does not confer on the Participant any right with respect to continuance of employment or other service with the Company or any Affiliate, nor shall it interfere in any way with any right the Company or any Affiliate would otherwise have to terminate or modify the terms of such Participant’s 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 Common Stock has been duly issued and delivered to Participant.

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 agreement of the Participant and the Company without the consent of any other person.

Section 16. Validity . If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 17. Section 409A Amendment . The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement and the Incentive Plan without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A. Participant’s acceptance of this Award constitutes acknowledgement and consent to such rights of the Committee.

Section 18. Clawback . This Award and any amount or benefit received under the Incentive Plan shall be subject to potential cancellation, recoupment, rescission, payback or other similar action in accordance with the terms of any applicable Company clawback policy (the “ Policy ”) or any applicable law. The Participant’s acceptance of this Award constitutes acknowledgement and consent to the Company’s application, implementation and enforcement of (a) the Policy and any similar policy established by the Company that may apply to the Participant and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as the Participant’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy and applicable law, without further consideration or action.

IN WITNESS WHEREOF , the Company has caused this Award Agreement to be executed in its name and on its behalf, and the Participant acknowledges understanding and acceptance of, and agrees to, the terms of this Award Agreement, all as of the Date of Grant.

	Medgenics, Inc.

	B y:
	Its:



	[PARTICIPANT]

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew L. Pearlman, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Medgenics, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2013	/s/ Andrew L. Pearlman
	Andrew L. Pearlman
	President and Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Phyllis K. Bellin, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Medgenics, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2013	/s/ Phyllis K. Bellin
	Phyllis K. Bellin
	Vice President – Administration
	(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. § 1350(a) and (b)), each of the undersigned hereby certifies, to his or her knowledge, that the Quarterly Report on Form 10-Q for the period ended March 31, 2013 of Medgenics, Inc. (the “Company”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2013	/s/ Andrew L. Pearlman
	Andrew L. Pearlman
	President and Chief Executive Officer
	(Principal Executive Officer)

Date: May 9, 2013	/s/ Phyllis K. Bellin
	Phyllis K. Bellin
	Vice President – Administration
	(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The information contained in this written statement shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.