UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________

 

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

May 21, 2014 (May 15, 2014)
Date of Report (Date of earliest event reported)

 

MEDGENICS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware 1-35112 98-0217544
(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (I.R.S. Employer
Identification No.)

 

435 Devon Park Drive, Building 700

Wayne, Pennsylvania 19087

(Address of principal executive offices, zip code)

 

(610) 254-4201
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 
Item 1.02.Termination of a Material Definitive Agreement.

 

On May 15, 2014, Medgenics, Inc., a Delaware corporation (the “Company”), and Dr. Eugene Bauer, a director of the Company, terminated the Consulting Services Agreement dated October 18, 2010, as amended on April 1, 2012 (the “Consulting Agreement”), pursuant to which Dr. Bauer provided financial, strategic, business development, investor relations and clinical and regulatory consulting services to the Company. The Consulting Agreement was terminable by either party upon 30 days’ advance written notice to the other party, which notice was waived by Dr. Bauer. Consistent with the terms of the Consulting Agreement, the restrictions with respect to 28,571 shares of restricted stock scheduled to vest in October 2014 lapsed upon termination of the Consulting Agreement. Dr. Bauer remains a member of the Board of Directors of the Company.

 

 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MEDGENICS, INC.
     
     
  By: /s/ Phyllis K. Bellin  
    Name: Phyllis K. Bellin
    Title: Vice President – Administration

 

 

Date: May 21, 2014