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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
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)
April 8, 2011
(Date of Event Which Requires Filing of this Statement)
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o | Rule 13d-1(b) | |
x | Rule 13d-1(c) | |
o | Rule 13d-1(d) | |
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)o
(b)o
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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: 614,000 (1)
Warrants: 264,000 (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: 614,000 (1)
Warrants: 264,000 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 614,000 (1)
Warrants: 264,000 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Common Stock: 6.4% (1) (2)
Warrants: 9.3% (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 350,000 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 264,000 shares of Common Stock. The Company has advised the Reporting Person that, as of April 28, 2011, the Company had 9,397,594 shares of Common Stock issued and outstanding.
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(3)
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The Company has advised the Reporting Person that, as of April 28, 2011, the Company had 2,829,000 Warrants issued and outstanding.
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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)o
(b)o
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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: 614,000 (1)
Warrants: 264,000 (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: 614,000 (1)
Warrants: 264,000 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 614,000(1)
Warrants: 264,000 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Common Stock: 6.4% (1) (2)
Warrants: 9.3% (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 350,000 shares of Common Stock plus Warrants to purchase an additional 264,000 shares of Common Stock. The Company has advised the Reporting Person that, as of April 28, 2011, the Company had 9,397,594 shares of Common Stock issued and outstanding.
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(3)
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The Company has advised the Reporting Person that, as of April 28, 2011, the Company had 2,829,000 Warrants issued and outstanding.
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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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8000 Towers Crescent Drive, Suite 1300
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Vienna, Virginia 22182
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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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Item 4.
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Ownership.
(a) Amount beneficially owned: As of April 28, 2011, and subject to the information included in this Item 4, Mr. Cader beneficially owned 614,000 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 264,000 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) 9,661,594 shares of Common Stock outstanding, which number is calculated by adding (1) 9,397,594 shares (the number of shares of Common Stock outstanding as of April 28, 2011 as provided by the Company) and (2) 264,000 shares of Common Stock underlying the Warrants; and (ii) 2,829,000 Warrants outstanding.
(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: 614,000 shares of Common Stock, all of which are owned of record by ACNYC LLC, and 264,000 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: 614,000 shares of Common Stock, all of which are owned of record by ACNYC LLC, and 264,000 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 beneficial owner of 614,000 shares of Common Stock (including 264,000 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 co
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Date: May 11, 2011
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By:
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/s/ Andrew Cader | |
Andrew Cader
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ACNYC LLC | |||
Date: May 11, 2011
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By:
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/s/ Andrew Cader | |
Andrew Cader, Sole Member
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By:
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/s/ Andrew Cader | |
Andrew Cader | |||
ACNYC LLC | |||
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By:
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/s/ Andrew Cader | |
Andrew Cader, Sole Member
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