Amended Statement of Ownership (sc 13g/a)
February 14 2013 - 8:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
Medgenics, Inc.
(Name of Issuer)
Common Stock, $.0001 Par Value Per Share
Warrants to Purchase Common Stock
(Title of Class of Securities)
Common Stock: 58436Q203
Warrants: 58436Q112
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Persons who respond to the collection
of information contained in this form are not
required to respond unless the form displays
a currently valid OMB control number.
CUSIP NO.
58436Q203,
58436Q112
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Schedule 13G
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Cader
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
£
(b)
£
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0 (1)
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6
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SHARED VOTING POWER
Common Stock: 1,024,400 (1)
Warrants: 384,188.57 (1)
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7
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SOLE DISPOSITIVE POWER
0 (1)
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8
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SHARED DISPOSITIVE POWER
Common Stock: 1,024,400 (1)
Warrants: 384,188.57 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 1,024,400
(1)
Warrants: 384,188.57 (1)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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£
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Common Stock: 8.07% (1) (2)
Warrants: 6.44% (1)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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Subject to the responses contained in Item 4 herein.
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(2)
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Includes 640,211.43 shares of common stock par value $.0001 per share (“Common Stock”),
of Medgenics, Inc. (the “Company”), plus warrants of the Company (“Warrants”) to purchase an additional
384,188.57 shares of Common Stock. Based on information contained in the Company’s Prospectus Supplement filed with Securities
and Exchange Commission on February 8, 2013, the Company had 12,307,808 shares of Common Stock issued and outstanding as of December
31, 2012.
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(3)
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Based on information contained in the Company’s Prospectus Supplement filed with Securities
and Exchange Commission on February 8, 2013, the Company had 5,969,891 Warrants issued and outstanding as of December 31, 2012.
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CUSIP NO.
58436Q203,
58436Q112
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Schedule 13G
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Page 3 of 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ACNYC LLC (Federal EIN # 37-1457452)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
£
(b)
£
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0 (1)
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6
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SHARED VOTING POWER
Common Stock: 1,024,400 (1)
Warrants: 384,188.57 (1)
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7
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SOLE DISPOSITIVE POWER
0 (1)
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8
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SHARED DISPOSITIVE POWER
Common Stock: 1,024,400 (1)
Warrants: 384,188.57 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 1,024,400(1)
Warrants: 384,188.57 (1)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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£
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Common Stock: 8.07% (1) (2)
Warrants: 6.44% (1)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1)
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Subject to the responses contained in Item 4 herein.
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(2)
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Includes 640,211.43 shares of Common Stock plus Warrants to purchase an additional 384,188.57 shares of Common Stock. Based
on information contained in the Company’s Prospectus Supplement filed with Securities and Exchange Commission on February
8, 2013, the Company had 12,307,808 shares of Common Stock issued and outstanding as of December 31, 2012.
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(3)
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Based on information contained in the Company’s Prospectus Supplement filed with Securities and Exchange Commission on
February 8, 2013, the Company had 5,969,891 Warrants issued and outstanding as of December 31, 2012.
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Item 1(a).
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Name of Issuer
:
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Medgenics, Inc. (the “Company”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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555 California Street
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Suite 365
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San Francisco, CA 94104
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Item 2(a).
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Name of Person Filing
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Andrew Cader
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ACNYC LLC
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(each, a “Reporting Person”, and collectively, the “Reporting Persons”)
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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70 Meeting House Road
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Mount Kisco, New York 10549
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Item 2(c).
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Citizenship
:
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The responses provided in Row 4 on the cover page with respect to each Reporting Person are incorporated by reference herein in response to this Item 2(c).
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Item 2(d).
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Title of Class of Securities
:
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Common Stock, par value $0.0001 per share
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Warrants to purchase Common Stock
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Item 2(e).
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CUSIP Number
:
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Common Stock: 58436Q203
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Warrants: 58436Q112
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a
:
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Not applicable.
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(a)
Amount
beneficially owned
: As of December 31, 2012, and subject to the information included in this Item 4,
Mr. Cader beneficially
owned 1,024,400 shares of Common Stock, all of which were owned by ACNYC LLC. As required under regulations of the Securities and
Exchange Commission, the number of shares beneficially owned includes 384,188.57 shares of Common Stock underlying Warrants held
by ACNYC LLC.
The filing of this Schedule 13G shall not be construed
as an admission that (a) either of the Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, as amended, the beneficial owner of any equity securities covered by this Schedule 13G or (b) that this Schedule 13G
is legally required to be filed by each of the Reporting Persons.
(b)
Percent
of class
:
The responses provided in Row
11 on the cover page with respect to each Reporting Person are incorporated by reference herein in response to this Item 4(b).
The percentage of each class of
securities outstanding was based on (i) in the case of Common Stock, 12,691,996.57 shares of Common Stock outstanding, which number
is calculated by adding (1) 12,307,808 shares of Common Stock outstanding as of December 31, 2012 as reported in the Company’s
Prospectus Supplement filed with Securities and Exchange Commission on February 8, 2013 and (2) 384,188.57 shares of Common Stock
underlying the Warrants held by the Reporting Persons; and (ii), in the case of the Warrants, 5,969,891Warrants outstanding as
of December 31, 2012 as reported in the Company’s Prospectus Supplement filed with Securities and Exchange Commission on
February 8, 2013.
(c)
Number
of shares of Common Stock and Warrants as to which Mr. Cader and ACNYC LLC each have
:
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(i)
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sole power to vote or to direct the vote: 0 shares of Common Stock and 0 Warrants.
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(ii)
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shared power to vote or to direct the vote: 1,024,400 shares of Common Stock (including 384,188.57 shares underlying the Warrants),
all of which are owned of record by ACNYC LLC, and 384,188.57 Warrants, all of which are owned of record by ACNYC LLC.
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(iii)
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sole power to dispose or to direct the disposition of: 0 shares of Common Stock and 0 Warrants.
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(iv)
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shared power to dispose or to direct the disposition of: 1,024,400 shares of Common Stock (including 384,188.57 shares underlying
the Warrants), all of which are owned of record by ACNYC LLC, and 384,188.57 Warrants, all of which are owned of record by ACNYC
LLC.
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Item 5.
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Ownership of Five Percent or Less of a Class
:
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Not applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
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ACNYC LLC is the record and beneficial owner of 1,024,400 shares of Common Stock (including 384,188.57 shares of Common Stock underlying the Warrants) all of which are also beneficially owned by Mr. Cader, as the sole member of ACNYC LLC. Thus, each of the Reporting Persons may have the right to receive or the power to direct the receipt of dividends from such shares of Common Stock and the proceeds from the sale of such shares of Common Stock and Warrants.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certifications
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 13, 2013
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/s/ Andrew Cader
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Andrew Cader
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Date: February 13, 2013
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ACNYC LLC
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By:
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/s/ Andrew Cader
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Andrew Cader, Sole Member
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AGREEMENT
Pursuant
to Securities Exchange Act
Rule 13d-1(k)(1)(iii)
The undersigned hereby
agree that the Schedule 13G to which this Agreement relates, filed pursuant to the Securities Exchange Act of 1934 and executed
by each of the undersigned of even date herewith, is filed on behalf of each of the undersigned.
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DULY EXECUTED this 13th day of February, 2013.
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/s/ Andrew Cader
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Andrew Cader
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ACNYC LLC
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By:
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/s/ Andrew Cader
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Andrew Cader, Sole Member
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