Exhibit
4.4

    


    
      	
                   No.
      ________

            	
              THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR

              TO
      5:00 P.M. NEW YORK CITY TIME, [_________], 2016

               

            	
              ______
      WARRANTS

            


    

    MEDGENICS,
INC.

    


    WARRANT

    


    THIS
CERTIFIES THAT, for value received

    


    is the
registered holder of a Warrant or Warrants expiring [__________], 2015 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
par value $.0001 per share (“Shares”), of Medgenics, Inc., a Delaware
corporation (the “Company”), for each Warrant evidenced by this Warrant
Certificate.  The Warrant entitles the holder thereof to purchase from
the Company, commencing upon the date of issuance, such number of Shares of the
Company at the price of $[____] per share, upon surrender of this Warrant
Certificate and payment of the Warrant Price (as defined below) at the office or
agency of the Warrant Agent, [________________] (such
payment to be made by certified check made payable to the Company or by wire
transfer of immediately available funds to an account designated by the
Company), but only subject to the conditions set forth herein and in the Warrant
Agreement between the Company and the warrant agent named therein (the “Warrant
Agreement”).  Notwithstanding anything else in this Warrant
Certificate, or the Warrant Agreement, no Warrant may be exercised unless at the
time of exercise (i) a registration statement covering the Warrant Shares to be
issued upon exercise is effective under the Act and (ii) a prospectus thereunder
relating to the Warrant Shares is current.  In no event shall the
registered holder of this Warrant be entitled to receive a net-cash settlement,
shares of common stock or other consideration in lieu of physical settlement in
Shares of the Company.  The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price and the number of Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted.   The term Warrant Price as used in this
Warrant Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised.

    


    This
Warrant will expire on the date first above written if it is not exercised prior
to such date by the registered holder pursuant to the terms of the Warrant
Agreement or if it is not redeemed by the Company prior to such
date.

    


    No
fraction of a Share will be issued upon any exercise of a Warrant.  If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up to
the nearest whole number the number of Shares to be issued to such
holder.

    


    Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or his
assignee a new Warrant Certificate covering the number of Shares for which the
Warrant has not been exercised.

    


    Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.

    


    Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

    


    This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

    


    The
Company reserves the right to call the Warrant prior to its exercise, with a
notice of call in writing to the holders of record of the Warrant, giving 30
days’ notice of such call at any time after the Warrant becomes exercisable if
the last sale price of the Shares has been at least [$__________] per share on
each of 20 trading days within a 30 trading day period ending on the third
business day prior to the date on which notice of such call is given. The call
price of the Warrants is to be $0.01 per Warrant. Any Warrant either not
exercised or tendered back to the Company by the end of the date specified in
the notice of call shall be canceled on the books of the Company and have no
further value except for the $0.01 call price.

    


    By

    


    
      	
              __________________________________________

            	 
      	
              ____________________________________________

            
	
              President

            	 
      	
              Secretary

            


    

    


    


    Corporate
Stock Transfer, Inc.

    


    


    
      	
              By: 
      __________________________

            


    

    
      	
              Its:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SUBSCRIPTION
FORM

    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants,
and requests that Certificates for such shares shall be issued in the name
of

     

    
      	 
      
	
              (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

               

            
	
                

               

            
	
               

                

            


    

     (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and be
delivered to
_____________________________________________________________________________________________

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

     

    _____________________________________________________________________________

    and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:

    


    
      	
              Dated:
      _____________________

            	
              ___________________________________________

            
	 
      	
              (SIGNATURE)

            
	 
      	
              ___________________________________________

            
	 
      	
              (ADDRESS)

            
	 
      	
              ___________________________________________

            
	 
      	 
      
	 
      	
              ___________________________________________

            
	 
      	
              (TAX
      IDENTIFICATION NUMBER)

            


    

    


    


    Signature
Guaranteed: ______________________________

    


    THE
SIGNATURE TO THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE
FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL
BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE,
NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ASSIGNMENT

    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received, _______________________ hereby sell, assign, and transfer
unto

     

    
      	 
      
	
              (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

               

            
	
               

                

            
	
                

               

            


    

     (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and be
delivered to
_____________________________________________________________________________________________

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    ______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint _________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.

    


    


    
      	
              Dated:
      _________________________

            	
              _________________________________

            
	 
      	
              (SIGNATURE)

            


    

    


    


    Signature
Guaranteed: ______________________________

    


    THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.