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pumpnass

05/24/11 9:37 PM

#13893 RE: AcousticHockey #13890

Forced Conversion of Preferred shares, not warrants

This will force all series A &B preferred shareholders to convert to common stock. Per their 10-Q, there are a total of 2886 series A and 2693 series B preferred shares outstanding. Each share converts to 2000 shares of common stock. Thus by July 7, there will be about 11.158 million additional shares outstanding.

There are 43,474,167 outstanding warrants to purchase common stock (@0.50/share). Note that the warrant holders are the same people that have preferred shares. They have no reason to execute warrants unless they want to sell the stock and have converted all their preferred shares and sold them already. (Why would they want to do that??)

There are also 6,134 series D preferred shares outstanding, representing an additional 12.268 million common shares. (The company is not forcing conversion of these, at this time, probably because the associated common shares are not yet registered)

Fibrocell pays a 6% dividend on the preferred shares, so I suspect that is why they are forcing conversion.