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): JUNE 15, 2011
FIBROCELL SCIENCE,
INC.
(Exact name of registrant as
specified in its charter)
| |
|
|
|
|
| DELAWARE |
|
001-31564 |
|
87-0458888 |
| (State or other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
|
405 EAGLEVIEW BLVD., EXTON,
PA
|
|
19341 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s 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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c))
1
Item 3.02 Unregistered Sales of Equity Securities
On June 16, 2011, Fibrocell Science, Inc. (the “Company”) entered into definitive agreements to
complete a private placement, pursuant to which it agreed to sell an
aggregate of 1,908,889 shares
of Company common stock to 8 accredited investors for an aggregate purchase price of $1,718,000 in
transactions 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. The
placement agent for the transaction will receive cash compensation of
$137,440 and warrants to purchase 152,711 shares of Company common
stock at an exercise price of $0.90 per share.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 15, 2011, the Company held its 2011 Annual Meeting of Stockholders at the Company’s offices
in Exton, Pennsylvania. At the meeting, the Company’s stockholders elected Dr. Robert Langer and
Dr. George J. Korkos as directors of the Company to serve until the 2014 annual meeting of
stockholders or until their respective successors have been duly elected and qualified. The
Company’s stockholders approved the adoption of the Company’s 2009 Equity Incentive Plan. Finally,
the Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s auditors for
the year ending December 31, 2011.
The results of the vote were as follows:
1. To elect two directors to hold office until the Company’s 2014 annual meeting of stockholders or
until his successor is duly elected and qualified.
| |
|
|
Shares voted FOR / WITHHELD / BROKER NON-VOTE |
|
|
Dr. Robert Langer:
|
|
3,667,776 /119,982/ 10,295,876 |
|
|
|
Shares voted FOR / WITHHELD / BROKER NON-VOTE |
|
|
Dr. George J. Korkos:
|
|
3,675,776 /111,982 /10,295,876 |
2. To approve the adoption of the Company’s 2009 Equity Incentive Plan, as amended January 14,
2011.
| |
|
|
Shares voted FOR / AGAINST / ABSTAIN / BROKER NON-VOTE: |
|
|
|
|
2,721,975 /333,823/731,957/ 10,295,876 |
3. To ratify the appointment of BDO USA, LLP as the Company’s auditors for the year ending December
31, 2011.
| |
|
|
Shares voted FOR / AGAINST / ABSTAIN / BROKER NON-VOTE: |
|
|
|
|
13,961,284/110,666 /11,6840/ 0 |
Item 8.01 Other Events
Upon the completion of the offering described in Item 3.02 above, the Company has indicated that it
does not intend to complete any additional sales of securities prior to June 22, 2011, which is the
target date that the Food and Drug Administration has to complete its evaluation of the Company’s
complete response letter regarding its Biologics License Application for azficel-T.
2