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Friday, 06/17/2011 8:14:39 AM

Friday, June 17, 2011 8:14:39 AM

Post# of 97239
FCSC Looks like the company sold a few before the FDA date after all: at .90 a share, it's a pretty nice vote of confidence for approval- if laViv isn't approved, which I don't believe at all, FCSC won't be priced anywhere near .90

FCSC.OB > SEC Filings for FCSC.OB > Form 8-K on 17-Jun-2011 All Recent SEC Filings

Show all filings for FIBROCELL SCIENCE, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FIBROCELL SCIENCE, INC.

17-Jun-2011

Unregistered Sale of Equity Securities, Other Events


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.

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