MEDGENICS, INC. 5,600,000 Shares of Common Stock and Warrants to Purchase up to 2,800,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2013 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
Medgenics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) for whom Maxim Group LLC is acting as representative (the “Representative”), an aggregate of (i) 5,600,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase up to 2,800,000 shares of Common Stock, of the Company (the “Firm Warrant Shares”). The Company has granted the Underwriters the option (the “Overallotment Option”) to purchase an aggregate of up to (i) 840,000 additional authorized but unissued shares of Common Stock (the “Option Shares”) and/or (ii) warrants (the “Option Warrants”) to purchase up to 420,000 shares of Common Stock of the Company (the “Option Warrant Shares”) as may be necessary to cover over-allotments made in connection with the o
WARRANT AGREEMENTWarrant Agreement • February 8th, 2013 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
This Warrant Agreement made as of February 8, 2013, is between Medgenics, Inc., a Delaware corporation, with offices at 555 California Street, Suite 365, San Francisco, California 94104 (the “Company”), and Corporate Stock Transfer, Inc., with offices at 3200 Cherry Creek Drive South, Suite 4300, Denver, Colorado 80209 (the “Warrant Agent”). Certain capitalized terms used herein and not otherwise defined shall have the meaning set forth in Section 10 hereof.
