0001144204-11-028521.txt : 20110512 0001144204-11-028521.hdr.sgml : 20110512 20110512151618 ACCESSION NUMBER: 0001144204-11-028521 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110512 DATE AS OF CHANGE: 20110512 GROUP MEMBERS: ANDREW CADER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDGENICS, INC. CENTRAL INDEX KEY: 0001138776 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 980217544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86182 FILM NUMBER: 11835506 BUSINESS ADDRESS: STREET 1: TERADION BUSINESS PK. STREET 2: P.O. BOX 14 CITY: MISGAV STATE: L3 ZIP: 20179 BUSINESS PHONE: 1-646-239-1690 MAIL ADDRESS: STREET 1: TERADION BUSINESS PK. STREET 2: P.O. BOX 14 CITY: MISGAV STATE: L3 ZIP: 20179 FORMER COMPANY: FORMER CONFORMED NAME: MEDGENICS INC DATE OF NAME CHANGE: 20010419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACNYC LLC CENTRAL INDEX KEY: 0001519691 IRS NUMBER: 371457452 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 70 MEETING HOUSE ROAD CITY: MOUNT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: (914) 244-8763 MAIL ADDRESS: STREET 1: 70 MEETING HOUSE ROAD CITY: MOUNT KISCO STATE: NY ZIP: 10549 SC 13G 1 v222097_sc13g.htm Unassociated Document
   
OMB APPROVAL
OMB Number:3235-0145
Expires:February 28, 2012
Estimated average burden
hours per response 11
 
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)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
     
  o Rule 13d-1(b)
  x Rule 13d-1(c)
  o Rule 13d-1(d)
     
*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 
Schedule 13G
Page 2 of 8

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Andrew Cader
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)
 
(a)o
(b)o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
 
5
SOLE VOTING POWER
0 (1)
6
SHARED VOTING POWER
Common Stock:  614,000 (1)
Warrants:  264,000 (1)
7
SOLE DISPOSITIVE POWER
0 (1)
8
SHARED DISPOSITIVE POWER
Common Stock:  614,000  (1)
Warrants:  264,000 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock:  614,000  (1)
Warrants:  264,000 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)            o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Common Stock:  6.4% (1) (2)
Warrants:  9.3% (1)(3)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

(1) 
Subject to the responses contained in Item 4 herein.
(2)
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.
(3)
The Company has advised the Reporting Person that, as of April 28, 2011, the Company had 2,829,000 Warrants issued and outstanding.
 
 
 

 
 
CUSIP NO.    58436Q203, 58436Q112 
Schedule 13G
Page 3 of 8

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
ACNYC LLC                                (Federal EIN # 37-1457452)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)
 
(a)o
(b)o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
 
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
 
5
SOLE VOTING POWER
0 (1)
6
SHARED VOTING POWER
Common Stock:  614,000 (1)
Warrants:  264,000 (1)
7
SOLE DISPOSITIVE POWER
0 (1)
8
SHARED DISPOSITIVE POWER
Common Stock:  614,000 (1)
Warrants:  264,000 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock:  614,000(1)
Warrants:  264,000 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)            o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Common Stock:  6.4% (1) (2)
Warrants: 9.3% (1)(3)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

(1)
Subject to the responses contained in Item 4 herein.
(2)
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.
(3)
The Company has advised the Reporting Person that, as of April 28, 2011, the Company had 2,829,000 Warrants issued and outstanding.
 
 
 

 
 
Item 1(a).
Name of Issuer:
 
 
 
Medgenics, Inc. (the “Company”)
 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
 
 
8000 Towers Crescent Drive, Suite 1300
 
Vienna, Virginia 22182
 
 
Item 2(a).
Name of Person Filing:
 
 
 
Andrew Cader
 
ACNYC LLC
 
 
 
(each, a “Reporting Person”, and collectively, the “Reporting Persons”)
 
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
 
 
 
 
70 Meeting House Road
 
Mount Kisco, New York 10549
 
 
Item 2(c).
Citizenship:
 
 
 
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).
 
 
Item 2(d).
Title of Class of Securities:
 
 
 
Common Stock, par value $0.0001 per share
 
Warrants to purchase Common Stock
 
 
Item 2(e).
CUSIP Number:
 
 
 
Common Stock:  58436Q203
 
Warrants:  58436Q112
 
 
Item 3.
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:
 
 
 
Not applicable.
 
 
Page 4 of 8

 
 
Item 4.
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:
 
 
(i)
sole power to vote or to direct the vote:  0 shares of Common Stock and 0 Warrants.

 
(ii)
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

 
(iii)
sole power to dispose or to direct the disposition of:  0 shares of Common Stock and 0 Warrants.

 
(iv)
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
 
 
 
Page 5 of 8

 
 
Item 5.
Ownership of Five Percent or Less of a Class:
   
 
Not applicable.
   
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person:
   
 
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.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
Not applicable.
   
Item 10.
Certifications
   
 
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
 
 
Page 6 of 8

 
 
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.

     
       
Date:            May 11, 2011    
By:
/s/ Andrew Cader  
   
Andrew Cader
 
       
       
 

  ACNYC LLC  
       
Date:            May 11, 2011    
By:
/s/ Andrew Cader  
   
Andrew Cader, Sole Member
 
       
       
 
 
Page 7 of 8

 
 
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.
 
 
DULY EXECUTED this 11th day of May, 2011.
 
     
       
 
By:
/s/ Andrew Cader  
    Andrew Cader  
       
       
 
  ACNYC LLC  
       
    
By:
/s/ Andrew Cader  
   
Andrew Cader, Sole Member
 
       
       
 
 
Page 8 of 8