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

October 18, 2013 (October 15, 2013)
Date of Report (Date of earliest event reported)

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

555 California Street, Suite 365

San Francisco, California 94104

(Address of principal executive offices, zip code)

(415) 568-2245
(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):

On October 15, 2013, the Board of Directors of Medgenics, Inc., a Delaware corporation (the “Company”), expanded the size of the Company’s Board of Directors by one (to a total of ten directors) and elected Wilbur H. (Bill) Gantz to fill the newly created directorship, effective October 16, 2013.

Mr. Gantz was also appointed to the Nominating and Corporate Governance Committee of the Company’s Board of Directors, effective October 16, 2013, and the Audit Committee of the Company’s Board of Directors, effective as of the day following the filing of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2013.

In connection with Mr. Gantz’s election as a Director, the Compensation Committee of the Company’s Board of Directors recommended, and the Board of Directors approved, effective October 16, 2013, the grant to Mr. Gantz of stock options to purchase 300,000 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a per share exercise price of $6.29 (representing the closing price of the Common Stock on the NYSE MKT on October 15, 2013), under the Company’s Stock Incentive Plan. The options vested upon grant with respect to 100,000 shares and will vest with respect to the remaining 200,000 shares in equal installments on each of the first and second anniversaries of the effective date of Mr. Gantz’s election, subject to his continued service through each vesting date. The options may only be exercised for cash and have a 5-year term.

In addition, as of October 16, 2013, the Company and Mr. Gantz entered into a non-executive director appointment letter agreement setting forth, among other things, Mr. Gantz’s duties as a director.  Pursuant to the agreement, Mr. Gantz will be entitled to the same cash fees for his services as a director as the other non-executive directors of the Company. Mr. Gantz also agreed to maintain the confidentiality of all confidential business information, to disclose conflicts of interest to the Company and not to compete or solicit certain employees or other parties with which the Company does business for a period ending twelve months following the termination of his directorship.

The foregoing description of the non-executive director appointment letter agreement is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.

Attached hereto as Exhibit 99.1 is a copy of the Company’s press release, dated October 17, 2013, regarding the election of Mr. Gantz.

The information furnished in this report under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits. The following exhibit is furnished herewith:

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.

Date: October 18, 2013