UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*

Medgenics, Inc.
(Name of Issuer)

Common Stock, par value $0.00001 per share
(Title of Class of Securities)

58436Q203
(CUSIP Number)

Isaac Blech
1271 Avenue of the Americas, 16^th Floor
New York, NY 10020
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

February 28, 2015
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13D -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [_].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting 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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 1 amends and supplements the Schedule 13D filed on January 14, 2013 (as amended, this “Schedule 13D”).

Item 1 is amended and restated as follows:

This statement on Schedule 13D relates to the shares of common stock, par value $0.00001 per share (the “Common Stock”) of Medgenics, Inc., a Delaware corporation (the “Issuer”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The principal executive offices of the Issuer are located at 435 Devon Park Drive, Building 700, Wayne, Pennsylvania 19087.

Item 3 is supplemented as follows:

On November 11, 2013, the Issuer granted Mr. Blech stock options for 50,000 shares of Common Stock at an exercise price of $6.70 per share. The options have a 10 year term and vest in equal installments on November 11, 2014, November 11, 2015, and November 11, 2016.

On January 2, 2014, the Issuer granted 7,000 shares of restricted stock to Mr. Blech for his service as a director, which vested in equal installments on January 3, 2014 and January 2, 2015.

On January 2, 2014, the Issuer granted Mr. Blech stock options for 15,000 shares of Common Stock at an exercise price of $6.50 per share. The options have a 10 year term and vest in equal installments on January 2, 2015, January 2, 2016 and January 2, 2017.

On February 18, 2015, the Issuer granted Mr. Blech stock options for 20,000 shares of Common stock at an exercise price of $7.01 per share. The options vest in full on February 18, 2016 and expire on the earliest of February 18, 2025, within one year of Mr. Blech becoming disabled, 90 days after Mr. Blech is terminated as a director of the Issuer without case, or the date of Mr. Blech’s termination of services as a director with cause.

Item 5 is amended and restated as follows:

Item 6 is supplemented as follows:

A copy of the Stock Incentive Plan Non-Qualified Stock Option Award agreement between Medgenics, Inc. and Isaac Blech dated November 11, 2013 is attached hereto as Exhibit 2 and is incorporated by reference herein.

A copy of the Stock Incentive Plan Restricted Stock Award agreement between Medgenics, Inc. and Isaac Blech dated January 2, 2014 is attached hereto as Exhibit 3 and is incorporated by reference herein.

A copy of the Stock Incentive Plan Non-Qualified Stock Option Award agreement between Medgenics, Inc. and Isaac Blech dated January 2, 2014 is attached hereto as Exhibit 4 and is incorporated by reference herein.

A copy of the Stock Incentive Plan Non-Qualified Stock Option Award agreement between Medgenics, Inc. and Isaac Blech dated February 18, 2015 is attached hereto as Exhibit 5 and is incorporated by reference herein.

Item 7 is supplemented as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 21, 2015

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit 1

Joint Filing Statement
Pursuant to Section 240.13d -1(k)

The undersigned acknowledge and agree that the foregoing statement on this Schedule 13D and any amendment thereto is filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: September 21, 2015

Exhibit 2

MEDGENICS, INC.

STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARD TERMS

The Participant specified below has been granted this Option by MEDGENICS, INC., a Delaware corporation (the “Company”) under the terms of the MEDGENICS, INC. STOCK INCENTIVE PLAN, as amended from time to time (the “Incentive Plan”). The Option shall be subject to the following terms and conditions (the “Option Terms”):

Section 1.     Terms of Award. The following words and phrases relating to the grant of the Option shall have the following meanings:

(a)     The “Participant” is Isaac Blech.

(b)     The “Date of Grant” is November 11, 2013.

(c)     The number of “Covered Shares” shall be 50,000 shares of Common Stock.

(d)     The “Exercise Price” is $6.70 per share of Common Stock.

Except where the context clearly implies to the contrary, any capitalized term in this Option shall have the meaning ascribed to that term under the Incentive Plan.

Section 2.      Non-Qualified Stock Option. The Option is not intended to constitute an “incentive stock option” as that term is used in Code section 422.

Section 3.     Date of Exercise. Subject to the limitations of the Option Terms, each installment of Covered Shares of the Option (“Installment”) shall become vested and exercisable on and after the “Vesting Date” for such Installment as described in the following schedule (but only if the Participant’s Termination of Service has not occurred before the Vesting Date):

(a)     Notwithstanding the foregoing provisions of this Section 3, the Option shall become fully exercisable upon a Change in Control that occurs on or before the 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)     November 11, 2023; 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 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 is subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied (i) through cash payment by the Participant; or (ii) subject to the Committee’s discretion, through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Incentive Plan; provided, however, that such shares under this clause (ii) may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).

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Section 7.     Transferability. The Option is not transferable by the Participant other than by will or by the laws of descent and distribution, and during the Participant’s life, may be exercised only by the Participant. It may not be assigned, transferred (except as aforesaid), pledged or hypothecated by the Participant in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Any attempt at assignment, transfer, pledge or hypothecation, or other disposition of this Option contrary to the provisions hereof, and the levy of any attachment or similar process upon this option, shall be null and void and without effect.

Section 8.     Heirs and Successors. The Option Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the 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 Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms or before the complete distribution of benefits to the Designated Beneficiary under the Option Terms, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Section 9.     Administration. The authority to manage and control the operation and administration of the Option Terms and the Incentive Plan shall be vested in the Committee, and the Committee shall have all powers with respect to the Option Terms as it has with respect to the Incentive Plan. Any interpretation of the Option Terms or the Incentive Plan by the Committee and any decision made by it with respect to the Option Terms or the Incentive Plan are final and binding on all persons.

Section 10.    Incentive Plan Governs. Notwithstanding anything in the Option Terms to the contrary, the Option Terms shall be subject to the terms of the Incentive Plan, a copy of which may be obtained by the Participant from the Secretary of the Company; and the Option Terms are subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Incentive Plan.

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Section 11.    Not An Employment Contract. The Option will not confer on the Participant any right with respect to continuance of employment or other service with the Company or any Affiliate, nor will it interfere in any way with any right the Company or any Affiliate would otherwise have to terminate or modify the terms of such 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.    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. Participant’s acceptance of this Option constitutes acknowledgement and consent to such rights of the Committee.

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IN WITNESS WHEREOF, the Company has caused the Option Terms to be executed on its behalf by a duly authorized officer and Participant has executed the Option Terms.

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:

A-2

Exhibit 3

MEDGENICS, INC.

STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD TERMS

The Participant specified below has been granted this Restricted Stock Award (“Award”) by MEDGENICS, INC., a Delaware corporation (the “Company”), under the terms of the MEDGENICS, INC. STOCK INCENTIVE PLAN (the “Incentive Plan”). The Award shall be subject to the Plan as well as the following terms and conditions (the “Award Agreement”):

Section 1.     Award. In accordance with the Incentive Plan, the Company hereby grants to the Participant this Award which represents me right to receive Common Stock (the “Covered Shares”) as set forth in Section 2. This Award is in all respects limited and conditioned as provided herein.

Section 2.     Terms of Restricted Stock Award. The following words and phrases relating to the grant of the Award shall have the following meanings:

(a)     The “Participant” is Isaac Blech.

(b)     The “Date of Grant” is January 2, 2014.

(c)     The number of “Covered Shares” is 7,000 shares of Common Stock.

Except where the context clearly implies to the contrary, any capitalized term in this Award Agreement shall have the meaning ascribed to that term under the Incentive Plan.

Section 3.     Restricted Period. This Award Agreement evidences the 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, the right of the Participant to receive stock free of restrictions once the Restricted Period ends.

(a)     Subject to the limitations of this Award Agreement, the “Restricted Period” for each installment of such Covered Shares (“Installment”) shall begin on the Date of Grant and end as described in the following schedule (but only if the Participant has not had a Termination of Service before the end of the Restricted Period):

(b)     Notwithstanding the foregoing provisions of this Section 3, the Restricted Period for the Restricted Stock shall cease immediately, and the Restricted Stock shall become immediately and fully vested, upon (i) a Change in Control that occurs on or before the 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 subsection (b) above, occurs prior to the expiration of one or more Restricted Periods, the Participant shall forfeit all rights, title and interest in and to any Installment(s) of Covered Shares still subject to a Restricted Period as of the Participant’s Termination of Service date.

Section 4.     Delivery of Shares. Delivery of Stock under this Award Agreement and the Incentive Plan shall be subject to the following:

(a)     Compliance with Applicable Laws. Notwithstanding any other provision of this Award Agreement or the Incentive Plan, the Company shall have no obligation to deliver any Stock or make any other distribution of benefits under this Award Agreement or the Incentive Plan unless such delivery or distribution complies with all applicable laws (including the requirements of the Securities Act of 1933, as amended), and the applicable requirements of any securities exchange or similar entity.

(b)     Certificates. To the extent that this Award Agreement and the Incentive Plan provide for the issuance of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

Section 5.     Withholding. All deliveries of Covered Shares pursuant to this Award Agreement shall be subject to withholding of all applicable taxes. The Company shall have the right to require the Participant (or if applicable, permitted assigns, heirs or Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requirements prior to the delivery date of any certificate or certificates for Stock under this Award Agreement. At the election of the Participant, subject to the rules and limitations as may be established by the Committee, such withholding obligations may be satisfied through the surrender of shares of Stock which the Participant already owns, or to which Participant is otherwise entitled under the Plan.

Section 6.     Non-Transferability of Award. During the Restricted Period, the Participant shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of any Covered Shares awarded under this Award.

Section 7.     Dividends. The Participant shall be not entitled to receive dividends and distributions paid on the Covered Shares during the Restricted Period.

Section 8.     Voting Rights. The Participant shall be entitled to vote the Covered Shares during the Restricted Period; provided, however, that the Participant shall not be entitled to vote Covered Shares with respect to record dates for any Covered Shares occurring on or after the date, if any, on which the Participant has forfeited those Covered Shares.

Section 9.     Deposit of Restricted Stock Award. Each certificate issued with respect to Covered Shares awarded under this Award Agreement and subject to the restrictions contained herein, shall be registered in the name of the Participant and shall be retained by the Company, or an agent of the Company, until the end of the Restricted Period with respect to such Covered Shares.

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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 Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Award Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the Committee may require. The designation of beneficiary form may be amended or revoked from time to time by the Participant. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been payable to the Participant and shall be payable to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the settlement of Designated Beneficiary’s rights under this Award Agreement, then any rights that would have been payable to the Designated Beneficiary shall be payable to the legal representative of the estate of the Designated Beneficiary.

Section 11.    Administration. The authority to manage and control the operation and administration of this Award Agreement and the Incentive Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Incentive Plan. Any interpretation of this Award Agreement or the Incentive Plan by the Committee and any decision made by it with respect to this Award Agreement or the Incentive Plan are final and binding on all persons.

Section 12.    Incentive Plan Governs. Notwithstanding anything in this Award Agreement the contrary, this Award Agreement shall be subject to the terms of the Incentive Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company; and this Award Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Incentive Plan.

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

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Section 15.    Amendment. This Award Agreement may be amended in accordance with the provisions of the Incentive Plan, and may otherwise be amended by written Award Agreement of the Participant and the Company without the consent of any other person.

Section 16.    Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A. Participant’s acceptance of this Award constitutes acknowledgement and consent to such rights of the Committee.

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

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Exhibit 4

MEDGENICS, INC.

STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARD TERMS

The Participant specified below has been granted this Option by MEDGENICS, INC., a Delaware corporation (the “Company”) under the terms of the MEDGENICS, INC. STOCK INCENTIVE PLAN, as amended from time to time (the “Incentive Plan”). The Option shall be subject to the following terms and conditions (the “Option Terms”):

Section 1.     Terms of Award. The following words and phrases relating to the grant of the Option shall have the following meanings:

(a)     The “Participant” is Isaac Blech.

(b)     The “Date of Grant” is January 2, 2014.

(c)     The number of “Covered Shares” shall be 15,000 shares of Common Stock.

(d)     The “Exercise Price” is $6.50 per share of Common Stock.

Except where the context clearly implies to the contrary, any capitalized term in this Option shall have the meaning ascribed to that term under the Incentive Plan.

Section 2.     Non-Qualified Stock Option. The Option is not intended to constitute an “incentive stock option” as that term is used in Code section 422.

Section 3.     Date of Exercise. Subject to the limitations of the Option Terms, each installment of Covered Shares of the Option (“Installment”) shall become vested and exercisable on and after the “Vesting Date” for such Installment as described in the following schedule (but only if the Participant’s Termination of Service has not occurred before the Vesting Date):

(a)     Notwithstanding the foregoing provisions of this Section 3, the Option shall become fully exercisable upon a Change in Control that occurs on or before the 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)     January 2, 2024; 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 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 is subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied (i) through cash payment by the Participant; or (ii) subject to the Committee’s discretion, through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Incentive Plan; provided, however, that such shares under this clause (ii) may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).

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Section 7.     Transferability. The Option is not transferable by the Participant other than by will or by the laws of descent and distribution, and during the Participant’s life, may be exercised only by the Participant. It may not be assigned, transferred (except as aforesaid), pledged or hypothecated by the Participant in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Any attempt at assignment, transfer, pledge or hypothecation, or other disposition of this Option contrary to the provisions hereof, and the levy of any attachment or similar process upon this option, shall be null and void and without effect.

Section 8.     Heirs and Successors. The Option Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the 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 Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms or before the complete distribution of benefits to the Designated Beneficiary under the Option Terms, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Section 9.     Administration. The authority to manage and control the operation and administration of the Option Terms and the Incentive Plan shall be vested in the Committee, and the Committee shall have all powers with respect to the Option Terms as it has with respect to the Incentive Plan. Any interpretation of the Option Terms or the Incentive Plan by the Committee and any decision made by it with respect to the Option Terms or the Incentive Plan are final and binding on all persons.

Section 10.    Incentive Plan Governs. Notwithstanding anything in the Option Terms to the contrary, the Option Terms shall be subject to the terms of the Incentive Plan, a copy of which may be obtained by the Participant from the Secretary of the Company; and the Option Terms are subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Incentive Plan.

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Section 11.    Not An Employment Contract. The Option will not confer on the Participant any right with respect to continuance of employment or other service with the Company or any Affiliate, nor will it interfere in any way with any right the Company or any Affiliate would otherwise have to terminate or modify the terms of such 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.    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. Participant’s acceptance of this Option constitutes acknowledgement and consent to such rights of the Committee.

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IN WITNESS WHEREOF, the Company has caused the Option Terms to be executed on its behalf by a duly authorized officer and Participant has executed the Option Terms.

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.

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.

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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.

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Exhibit 5

MEDGENICS, INC.

STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARD TERMS

The Participant specified below has been granted this Option by MEDGENICS, INC., a Delaware corporation (the “Company”) under the terms of the MEDGENICS, INC. STOCK INCENTIVE PLAN, as amended from time to time (the “Incentive Plan”). The Option shall be subject to the following terms and conditions (the “Option Terms”):

Section 1.     Terms of Award. The following words and phrases relating to the grant of the Option shall have the following meanings:

(a)     The “Participant” is Isaac Blech.

(b)     The “Date of Grant” is February 18, 2015.

(c)     The number of “Covered Shares” shall be 20,000 shares of Common Stock.

(d)     The “Exercise Price” is $7.01 per share of Common Stock.

Except where the context clearly implies to the contrary, any capitalized term in this Option shall have the meaning ascribed to that term under the Incentive Plan.

Section 2.     Non-Qualified Stock Option. The Option is not intended to constitute an “incentive stock option” as that term is used in Code section 422.

Section 3.     Date of Exercise. Subject to the limitations of the Option Terms, all of the Covered Shares shall become vested and exercisable on and after February 18, 2016 (the “Vesting Date”) (but only if the Participant’s Termination of Service has not occurred before the Vesting Date).

(a)     Notwithstanding the foregoing provisions of this Section 3, the Option shall become fully exercisable upon a Change in Control that occurs on or before the 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)     February 18, 2025; 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 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 is subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied (i) through cash payment by the Participant; or (ii) subject to the Committee’s discretion, through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Incentive Plan; provided, however, that such shares under this clause (ii) may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).

Section 7.     Transferability. The Option is not transferable by the Participant other than by will or by the laws of descent and distribution, and during the Participant’s life, may be exercised only by the Participant. It may not be assigned, transferred (except as aforesaid), pledged or hypothecated by the Participant in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Any attempt at assignment, transfer, pledge or hypothecation, or other disposition of this Option contrary to the provisions hereof, and the levy of any attachment or similar process upon this option, shall be null and void and without effect.

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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 Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms or before the complete distribution of benefits to the Designated Beneficiary under the Option Terms, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Section 9.     Administration. The authority to manage and control the operation and administration of the Option Terms and the Incentive Plan shall be vested in the Committee, and the Committee shall have all powers with respect to the Option Terms as it has with respect to the Incentive Plan. Any interpretation of the Option Terms or the Incentive Plan by the Committee and any decision made by it with respect to the Option Terms or the Incentive Plan are final and binding on all persons.

Section 10.    Incentive Plan Governs. Notwithstanding anything in the Option Terms to the contrary, the Option Terms shall be subject to the terms of the Incentive Plan, a copy of which may be obtained by the Participant from the Secretary of the Company; and the Option Terms are subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Incentive Plan.

Section 11.    Not An Employment Contract. The Option will not confer on the Participant any right with respect to continuance of employment or other service with the Company or any Affiliate, nor will it interfere in any way with any right the Company or any Affiliate would otherwise have to terminate or modify the terms of such Participant’s employment or other service at any time.

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Section 12.    No Rights As Shareholder. The Participant shall not have any rights of a shareholder with respect to the Covered Shares subject to the Option until a stock certificate has been duly issued following exercise of the Option as provided herein.

Section 13.    Amendment. The Option Terms may be amended in accordance with the provisions of the Incentive Plan, and may otherwise be amended by written agreement of the Participant and the Company without the consent of any other person.

Section 14.    Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend the Option Terms and the Incentive Plan without the consent of the Participant to maintain compliance with Code Section 409A. Participant’s acceptance of this Option constitutes acknowledgement and consent to such rights of the Committee.

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IN WITNESS WHEREOF, the Company has caused the Option Terms to be executed on its behalf by a duly authorized officer and Participant has executed the Option Terms.

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.

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.

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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.

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