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
Date of Report (Date of earliest event reported): MARCH 2, 2010
FIBROCELL SCIENCE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-31564
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87-0458888 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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405 EAGLEVIEW BLVD., EXTON, PA
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19341 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (484) 713-6000
ISOLAGEN, INC.
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
Securities Purchase Agreement
On March 2, 2010, Fibrocell Science, Inc. (the Company) entered into a Securities Purchase
Agreement (the Purchase Agreement) with certain accredited investors (the Purchasers), pursuant
to which the Company agreed to sell to the Purchasers in the aggregate 5,076,667 shares of Company
common stock (Common Stock) at a purchase price of $0.75 per share. Each Purchaser will also receive
a warrant to purchase the same number of shares of Common Stock acquired in the offering at an
exercise price of $0.98 per share (the Warrants). The financing is subject to customary
closing conditions. None of the shares to be issued to the investors nor the shares underlying
the warrants to be issued to the investors or the placement agents will be or have been registered
under the Securities Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
The aggregate purchase price paid by the Purchasers for the Common Stock and the Warrants will be
$3,807,500. The Company intends to use the proceeds for working capital purposes.
Viriathus Capital LLC and John Carris Investments LLC were co-placement agents for the
transaction, and will receive cash compensation of $304,600 and warrants to purchase 406,133 shares of
Common Stock at an exercise price of $0.75 per share upon the closing.
The form of the Purchase Agreement is attached hereto as Exhibit 10.1.
Warrants
Each of the Warrants is exercisable immediately and have a five-year term. The initial
exercise price of the Warrants is $0.98 per share and the Warrants may be exercised on a cash-less
basis and are non-redeemable. With certain exceptions, if, at any time while the Warrants are
outstanding, the Company sells or grants any option to purchase or sells or grants any right to
reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase
or other disposition), any Common Stock or Common Stock equivalents at an effective price per share
that is lower than the then exercise price of the relevant Warrant, then the exercise price of such
Warrant will be reduced to equal the lower price and the number of shares purchasable by the
warrants will be increased such that the aggregate exercise price payable, after taking into
account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to
such adjustment. If the Company enters in a Fundamental Transaction (which is defined in the
Warrants), then at the Warrant holders option, exercisable at any time concurrently with, or
within 30 days after, the announcement of a Fundamental Transaction, the Company must redeem all or
any portion of the Warrant from the holder by paying to the holder an amount of cash equal to the
Black Scholes value of the remaining unexercised portion of this Warrant on or prior to the date of
the consummation of such Fundamental Transaction. Any cash payments to be made pursuant to the
preceding sentence shall have priority to payments to holders of Common Stock in connection with a
Fundamental Transaction. The assumptions to be used in calculating the Black Scholes value are set
forth in Schedule 1 to the Warrant.
The form of Warrant is attached hereto as Exhibit 4.1.
Registration Rights Agreement
In connection with the Purchase Agreement, the Company also entered into Registration Rights
Agreements with the Purchasers, which requires the Company to register the resale of the shares of
Common Stock issued and the shares of Common Stock underlying the Warrants issued. The Company is
required to file the registration statement within five business days after filing its Form 10-K
and the registration statement must be declared effective within 90 days of the filing date (120
days if the registration statement is fully reviewed by the SEC), or the Company will be required
to pay liquidated damages as set forth in the agreement.
The form of the Registration Rights Agreement is attached hereto as Exhibit 10.2.
The above description of the material terms of the transactions is qualified in its entirety
by reference to the documents attached hereto as Exhibits 4.1, 10.1, and 10.2, which are
incorporated herein by reference.
In October 2009, the Company completed an offering of Series A Preferred Stock, Class A
Warrants and Class B Warrants (the October 2009 Offering). Each of the foregoing securities were
subject to certain anti-dilution provisions, which provisions require the lowering the of
conversion price or exercise price, as applicable, to the purchase price in the current offering,
or $0.75, and with respect to the warrants, the number of shares issuable under the warrants issued
in the October 2009 Offering will be proportionately increased such that the aggregate exercise
price payable, after taking into account the decrease in the exercise price, shall be equal to the
aggregate exercise price prior to such adjustment.
Item 3.02. Unregistered Sales of Equity Securities
The information contained in Item 1.01 is hereby incorporated by reference. The securities
were sold in a transaction exempt from registration under the Securities Act of 1933, in reliance
on Section 4(2) thereof and Rule 506 of Regulation D thereunder. Each Purchaser represented that it
was an accredited investor as defined in Regulation D.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Exhibit |
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4.1
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Form of Common Stock Purchase Warrant. |
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10.1
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Securities Purchase Agreement dated March 2, 2010 |
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10.2
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Form of Registration Rights Agreement dated March 2, 2010 |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIBROCELL SCIENCE, INC.
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Date: March 2, 2010 |
By: |
/s/ Declan Daly
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Declan Daly, |
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Chief Operating Officer |
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