UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 ___________________________________________________________________
FORM 10-Q
 
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended March 31, 2015
 
OR
 
o          Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 ___________________________________________________________________

Fibrocell Science, Inc.
(Exact name of registrant as specified in its Charter.)
Delaware
 
001-31564
 
87-0458888
(State or other jurisdiction
 
(Commission File Number)
 
(I.R.S. Employer
of incorporation)
 
 
 
Identification No.)
405 Eagleview Boulevard
Exton, Pennsylvania 19341
(Address of principal executive offices, including zip code)
(484) 713-6000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for any shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý   No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes  ý   No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer  o
 
Smaller reporting company  o
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2of the Exchange Act) Yes  o   No  ý
As of May 1, 2015, issuer had 40,888,065 shares issued and outstanding of common stock, par value $0.001.
 



Table of Contents

TABLE OF CONTENTS
 
 
 
 
PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1.                Financial Statements.

Fibrocell Science, Inc.
Consolidated Balance Sheets
(unaudited)
($ in thousands, except share and per share data)
 
 
March 31, 2015
 
December 31, 2014
Assets
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
33,301

 
$
37,495

Accounts receivable, net of allowance for doubtful accounts of $17 and $17, respectively
3

 
4

Inventory
544

 
571

Prepaid expenses and other current assets
1,078

 
1,279

Total current assets
34,926

 
39,349

Property and equipment, net of accumulated depreciation of $1,053 and $1,051, respectively
1,704

 
1,598

Intangible assets, net of accumulated amortization of $1,791 and $1,653, respectively
4,549

 
4,687

Total assets
$
41,179

 
$
45,634

Liabilities and Stockholders’ Equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
1,898

 
$
1,124

Accrued expenses
2,697

 
1,675

Deferred revenue
588

 
416

Warrant liability, current
851

 
278

Total current liabilities
6,034

 
3,493

Warrant liability, long term
12,098

 
11,008

Other long term liabilities
771

 
724

Total liabilities
18,903

 
15,225

Stockholders’ equity:
 

 
 

Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares outstanding

 

Common stock, $0.001 par value; 100,000,000 shares authorized; 40,888,065 and 40,856,815 shares issued and outstanding, respectively
41

 
41

Additional paid-in capital
143,478

 
143,086

Accumulated deficit
(121,243
)
 
(112,718
)
Total stockholders’ equity
22,276

 
30,409

Total liabilities and stockholders’ equity
$
41,179

 
$
45,634

 
The accompanying notes are an integral part of these unaudited consolidated financial statements.


1

Table of Contents

Fibrocell Science, Inc.
Consolidated Statements of Operations
(unaudited)
($ in thousands, except share and per share data)
 

 
Three months ended March 31, 2015
 
Three months ended March 31, 2014
Product sales
$
113

 
$
46

Collaboration revenue
81

 

Total revenues
194

 
46

Cost of revenues
147

 
793

Gross profit (loss)
47

 
(747
)
Research and development expense
3,987

 
7,915

Selling, general and administrative expense
2,924

 
2,338

Operating loss
(6,864
)
 
(11,000
)
Other income (expense):
 

 
 

Warrant revaluation and other finance expense
(1,663
)
 
(3,050
)
Other income

 
40

Interest income
2

 
1

Loss before income taxes
(8,525
)
 
(14,009
)
Deferred tax benefit

 

Net loss
$
(8,525
)
 
$
(14,009
)
 
 
 
 
Per Share Information:
 

 
 

Net loss:
 
 
 
     Basic and diluted
$
(0.21
)
 
$
(0.35
)
Weighted average number of common shares outstanding
 

 
 

     Basic and diluted
40,861,329

 
40,583,591

 
The accompanying notes are an integral part of these unaudited consolidated financial statements.


2

Table of Contents

Fibrocell Science, Inc.
Consolidated Statement of Stockholders’ Equity
(unaudited)
($ in thousands, except share data)
 
 
Common Stock
 
Additional paid-in capital
 
Accumulated deficit
 
Total Equity
 
Shares
 
Amount
 
 
 
Balance, December 31, 2014
40,856,815

 
$
41

 
$
143,086

 
$
(112,718
)
 
$
30,409

Stock-based compensation expense

 

 
240

 

 
240

Exercise of stock options
31,250

 

 
152

 

 
152

Net loss

 

 

 
(8,525
)
 
(8,525
)
Balance, March 31, 2015
40,888,065

 
$
41

 
$
143,478

 
$
(121,243
)
 
$
22,276

 
The accompanying notes are an integral part of these unaudited consolidated financial statements.


3

Table of Contents

Fibrocell Science, Inc.
Consolidated Statements of Cash Flows
(unaudited)
($ in thousands)
 
 
Three months ended March 31, 2015
 
Three months ended March 31, 2014
Cash flows from operating activities:
 

 
 

Net loss
$
(8,525
)
 
$
(14,009
)
Adjustments to reconcile net loss to net cash used in operating activities:
 

 
 

Stock-based compensation expense
240

 
303

Stock issued for supplemental stock issuance agreement

 
5,154

Warrant revaluation and other finance expense
1,663

 
3,050

Depreciation and amortization
140

 
222

Provision for doubtful accounts

 
5

Change in operating assets and liabilities:
 

 
 

Accounts receivable
1

 
(35
)
Inventory
27

 
91

Prepaid expenses and other current assets
201

 
317

Other assets

 
72

Accounts payable
774

 
(2,055
)
Accrued expenses and other long-term liabilities
1,069

 
931

Deferred revenue
172

 
1

Net cash used in operating activities
(4,238
)
 
(5,953
)
Cash flows from investing activities:
 

 
 

Purchase of property and equipment
(108
)
 
(79
)
Net cash used in investing activities
(108
)
 
(79
)
Cash flows from financing activities:
 

 
 

Proceeds from the issuance of common stock
152

 

Net cash provided by financing activities
152

 

Net decrease in cash and cash equivalents
(4,194
)
 
(6,032
)
Cash and cash equivalents, beginning of period
37,495

 
60,033

Cash and cash equivalents, end of period
$
33,301

 
$
54,001

 
The accompanying notes are an integral part of these unaudited consolidated financial statements.


4

Table of Contents
Fibrocell Science, Inc.
Notes to Consolidated Financial Statements
(unaudited)

 
Note 1. Business and Organization

Fibrocell Science, Inc. (as used herein, “we,” “us,” “our,” “Fibrocell” or the “Company”) is the parent company of Fibrocell Technologies, Inc. (“Fibrocell Tech”) and Fibrocell Science Hong Kong Limited (“Fibrocell Hong Kong”), a company organized under the laws of Hong Kong. Fibrocell Tech is the parent company of Isolagen Europe Limited, a company organized under the laws of the United Kingdom (“Isolagen Europe”), Isolagen Australia Pty Limited, a company organized under the laws of Australia (“Isolagen Australia”), and Isolagen International, S.A., a company organized under the laws of Switzerland (“Isolagen Switzerland”). The Company’s international activities are currently immaterial.
Fibrocell is an autologous cell and gene therapy company primarily focused on developing first-in-class treatments for rare and serious skin and connective tissue diseases with high unmet medical needs.  Our most advanced drug candidate, azficel-T, uses the Company's Food and Drug Administration ("FDA") approved proprietary autologous fibroblast technology and is in a Phase II clinical trial for the treatment of chronic dysphonia resulting from vocal cord scarring or atrophy.  In collaboration with Intrexon Corporation (NYSE:XON), a leader in synthetic biology, Fibrocell is also developing gene therapies for orphan skin diseases using gene-modified autologous fibroblasts.  The Company’s lead orphan gene-therapy drug candidate, FCX-007, is in late stage pre-clinical development for the treatment of recessive dystrophic epidermolysis bullosa ("RDEB").  Fibrocell is also in pre-clinical development of FCX-013, a second gene-therapy drug candidate, for the treatment of linear scleroderma.
Note 2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete consolidated financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (“SEC”). The results of the Company’s operations for any interim period are not necessarily indicative of the results of operations for any other interim period or full year.
There have been certain reclassifications made to the prior year’s results of operations to conform to the current year’s presentation. Compensation and related expenses for manufacturing and facilities personnel of $0.5 million were reclassed from selling, general and administrative expense to research and development expense for the three months ended March 31, 2014.
Note 3. Summary of Significant Accounting Policies

Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and notes.  In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows.  Actual results may differ materially from those estimates.
Revenue Recognition
Product Sales. The FDA approved the Company's Biologics License Application ("BLA") in June of 2011 for the aesthetic indication of azficel-T, commercial name LAVIV®. The Company recognizes revenue over the period LAVIV® is shipped for injection in accordance with Accounting Standards Codification ("ASC") 605 Revenue Recognition (“ASC 605”).  In general, ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable and (4) collectability is reasonably assured.  One full course of LAVIV® therapy includes three series of injections. Corresponding revenue is recognized on a prorata basis as each of the three series of injections is shipped to the physician. The Company no longer actively promotes this product.

5

Table of Contents
Fibrocell Science, Inc.
Notes to Consolidated Financial Statements
(unaudited)

Note 3. Summary of Significant Accounting Policies (continued)
Collaboration Revenue. The Company's collaboration agreements may contain multiple elements, such as fees to perform proof of concept studies, product development, aid in obtaining U.S. patents and trademarks, and royalties based upon future commercial sales. The deliverables under such an arrangement are evaluated under ASC 605-25, Revenue Recognition: Multiple-Element Arrangements . Each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has “stand-alone value” to the customer. The arrangement’s consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. In general, the consideration allocated to each unit of accounting is recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. Collaboration revenue is recognized on a gross basis, in accordance with the criteria set forth in ASC 605-45, Revenue Recognition: Principal Agent Considerations . Collaboration revenue for the quarter ended March 31, 2015 is related to a research and development agreement that the Company has with an unrelated third party to investigate potential new non-pharmaceutical applications for the Company's conditioned fibroblast media technology. Revenue recognized from this collaboration relates to an upfront license fee and a proof of concept study currently underway.
Cost of Revenues
Cost of revenues includes expenses related to product sales and collaboration revenue.
Costs Related to Product Sales . Costs include the processing of cells for LAVIV®, including direct and indirect costs. Cost of product sales is accounted for using a standard cost system which allocates the direct costs associated with the Company’s manufacturing, facility, quality control, and quality assurance operations as well as overhead costs.
Costs Related to Collaboration Revenue . Costs directly related to deliverables in a revenue-generating collaboration are charged to cost of revenues as incurred.
Income Taxes
In accordance with ASC 270, Interim Reporting and ASC 740, Income Taxes , the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis.  For the three months ended March 31, 2015 and 2014, the Company recorded no tax expense or benefit due to the expected current year loss and its historical losses.  The Company had not recorded its net deferred tax asset as of either March 31, 2015 or December 31, 2014, because it maintains a full valuation against all deferred tax assets as management has determined that it is not more likely than not that the Company will realize these future tax benefits. For each of the three months ended March 31, 2015 and 2014, the Company had no uncertain tax positions.
Loss Per Share Data
Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during a period.  The diluted loss per share calculation gives effect to dilutive options, warrants, convertible notes, convertible preferred stock, and other potential dilutive common stock including selected restricted shares of common stock outstanding during the period.  Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock, such as shares issuable pursuant to the exercise of stock options and warrants, assuming the exercise of all in-the-money stock options and warrants.  Common share equivalents have been excluded where their inclusion would be anti-dilutive. 
For all periods present, diluted net loss per common share was the same as basic net loss per common share as the effects of the Company’s potential common stock equivalents were antidilutive. Total antidilutive securities were 8,918,550 and 8,306,770 at March 31, 2015 and 2014, respectively, and consisted of stock options and warrants.

6

Table of Contents
Fibrocell Science, Inc.
Notes to Consolidated Financial Statements
(unaudited)

Note 3. Summary of Significant Accounting Policies (continued)
Recently Issued Accounting Pronouncements
There have been no recently issued accounting pronouncements that the Company believes will have a material impact on its consolidated results of operations, cash flows or financial position upon adoption that have not been previously disclosed.
Subsequent Events
The Company evaluates all subsequent events, through the date the consolidated financial statements are issued, to determine if there are any events that require disclosure.  No such events have been identified through the date of this filing.
Note 4. Inventory

Inventories, which were solely related to LAVIV®, consisted of the following as of:
 
($ in thousands)
March 31, 2015
 
December 31, 2014
 
 
Raw materials
$
355

 
$
357

 
Work in process
189

 
214

 
Inventory
$
544

 
$
571

Note 5. Warrants

The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement.  Stock warrants are accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging (“ASC 815”) if the stock warrants contain “down-round protection” or other terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as an equity instrument.  Since “down-round protection” is not an input into the calculation of the fair value of the warrants, the warrants cannot be considered indexed to the Company’s own stock which is a requirement for the scope exception as outlined under ASC 815.  Warrant instruments that could potentially require “net cash settlement” in the absence of express language precluding such settlement or those which include “down-round provisions” are initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash.  The Company will continue to classify the fair value of the warrants that contain “down-round protection” or “net cash settlement” as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability.
The following table summarizes outstanding liability-classified warrants to purchase common stock as of:
 
Number of Warrants
 
 
 
 
Liability-classified warrants
March 31, 2015
 
December 31, 2014
 
Exercise
Price
 
Expiration
Dates
Issued in Series A, B and D Preferred Stock offerings
2,247,118

 
2,247,118

 
$
6.25

 
Oct 2015 - Dec 2016
Issued in March 2010 financing
393,416

 
393,416

 
$
6.25

 
Mar 2016
Issued in June 2011 financing
6,113

 
6,113

 
$
22.50

 
Jun 2016
Issued in August 2011 financing
565,759

 
565,759

 
$
18.75

 
Aug 2016
Issued to placement agents in August 2011 financing
50,123

 
50,123

 
$
13.635

 
Aug 2016
Issued in Series B, D and E Preferred Stock offerings
76,120

 
76,120

 
$
2.50

 
Nov 2015 - Dec 2017
Issued with Convertible Notes
1,125,578

 
1,125,578

 
$
2.50

 
Jun 2018
Issued in Series E Preferred Stock offering
1,568,823

 
1,568,823

 
$
7.50

 
Dec 2018
Total
6,033,050

 
6,033,050

 
 

 
 
There were no warrants exercised or canceled during the three months ended March 31, 2015.

7

Table of Contents
Fibrocell Science, Inc.
Notes to Consolidated Financial Statements
(unaudited)

Note 5. Warrants (continued)

Liability-classified Warrants
The foregoing warrants were recorded as derivative liabilities at their estimated fair value at the date of issuance, with the subsequent changes in estimated fair value recorded in other income (expense) in the Company’s consolidated statement of operations in each subsequent period.  The change in the estimated fair value of the Company's warrant liability for the three months ended March 31, 2015 and 2014 resulted in non-cash expense of approximately $1.7 million and $3.1 million , respectively. The Company utilizes the Monte Carlo simulation valuation method to value its liability-classified warrants.
     The estimated fair value of these warrants is determined using Level 3 inputs.  Inherent in the Monte Carlo valuation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.  The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants.  The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.  The expected life of the warrants is assumed to be equivalent to their remaining contractual term.  The dividend rate is based on the historical rate, which the Company anticipates will remain at zero. 
The following table summarizes the calculated aggregate fair values, along with the assumptions utilized in each calculation:          
 ($ in thousands)
March 31, 2015
 
December 31, 2014
Calculated aggregate value
$
12,949

 
$
11,286

Weighted average exercise price per share
$
7.08

 
$
7.08

Closing price per share of common stock
$
4.51

 
$
2.59

Volatility
78.5
%
 
67.6
%
Weighted average remaining expected life
2 years, 4 months

 
2 years, 7 months

Risk-free interest rate
0.63
%
 
0.86
%
Dividend yield

 

Note 6. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis  
The Company adopted the accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories:
 
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014:

8

Table of Contents
Fibrocell Science, Inc.
Notes to Consolidated Financial Statements
(unaudited)




Note 6. Fair Value Measurements (continued)
 
Fair value measurement using
($ in thousands) 
Quoted prices in
  active markets (Level 1)
 
Significant
  other
  observable
  inputs (Level 2)
 
Significant
unobservable
  inputs
  (Level 3)
 
Total
Balance at March 31, 2015
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Cash and cash equivalents
$
33,301

 
$

 
$

 
$
33,301

Liabilities:
 

 
 

 
 

 
 

Warrant liability
$

 
$

 
$
12,949

 
$
12,949

 
 
Fair value measurement using
($ in thousands) 
Quoted prices in
  active markets (Level 1)
 
Significant
  other
  observable
  inputs (Level 2)
 
Significant
unobservable
  inputs
  (Level 3)
 
Total
Balance at December 31, 2014
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Cash and cash equivalents
$
37,495

 
$

 
$

 
$
37,495

Liabilities:
 

 
 

 
 

 
 

Warrant liability
$

 
$

 
$
11,286

 
$
11,286

The reconciliation of the warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) was as follows: 
 
Warrant
($ in thousands)
Liability
Balance at December 31, 2014
$
11,286

Exercise of warrants

Change in fair value of warrant liability
1,663

Balance at March 31, 2015
$
12,949

The fair value of the warrant liability is based on Level 3 inputs. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value.  See Note 5 for further discussion of the warrant liability.  The Company believes that the fair values of the Company’s current assets and current liabilities approximate their reported carrying amounts. There were no transfers between Level 1, 2 and 3 during the periods presented.
Note 7. Share-Based Compensation

The Company’s board of directors (the “Board”) adopted the 2009 Equity Incentive Plan (as amended to date, the “Plan”) effective September 3, 2009.  The Plan is intended to further align the interests of the Company and its stockholders with its employees, including its officers, non-employee directors, consultants and advisers by providing incentives for such persons to exert maximum efforts for the success of the Company.  The Plan allows for the issuance of up to 5,600,000 shares of the Company’s common stock.  The Company issued 206,000 options outside of the Plan to consultants.
The types of awards that may be granted under the Plan include stock options (both non-qualified stock options and incentive stock options), stock appreciation rights, stock awards, stock units and other stock-based awards.  The term of each award is determined by the Compensation Committee of the Board of Directors at the time each award is granted, provided that the terms of options do not exceed ten years .  Vesting schedules for the stock options vary, but generally vest 25% per year, over four years .  The Plan had 2,700,253 options available for grant as of March 31, 2015.

9

Table of Contents
Fibrocell Science, Inc.
Notes to Consolidated Financial Statements
(unaudited)

Note 7. Share-Based Compensation (continued)
Total share-based compensation expense recognized using the straight-line attribution method in the consolidated statements of operations is as follows:
 
Three months ended March 31,
($ in thousands)
2015
 
2014
Stock option compensation expense for employees and directors
$
240

 
$
300

Equity awards for non-employees issued for services

 
3

Total stock-based compensation expense
$
240

 
$
303

($ in thousands except share and per share data)
Number of
shares
 
Weighted-
average
exercise
price
 
Weighted-average
remaining
contractual
term (in
years)
 
Aggregate
intrinsic
value ($ in thousands)
Outstanding at December 31, 2014
2,086,450

 
$
7.43

 
8 years
 
$

Granted
830,300

 
4.13

 
 
 
 

Exercised
(31,250
)
 
4.86

 
 
 
 

Forfeited

 

 
 
 
 

Expired

 

 
 
 
 

Outstanding at March 31, 2015
2,885,500

 
$
6.51

 
8 years, 4 months
 
$
1,510

Exercisable at March 31, 2015
1,162,250

 
$
10.25

 
7 years, 3 months
 
$
349

The total fair value of shares vested during the three months ended March 31, 2015 was approximately $0.2 million .  As of March 31, 2015, there was approximately $4.1 million of total unrecognized compensation cost, related to time-based and performance-based non-vested stock options.  That cost is expected to be recognized over a weighted-average period of 3.26 years.  As of March 31, 2015, there was no unrecognized compensation expense related to non-vested non-employee options.
During the three months ended March 31, 2015 and 2014, the weighted average fair market value of the options granted was $3.39 and $2.88 , respectively.  The fair market value of these options was computed using the Black-Scholes option-pricing model with the following key weighted average assumptions for the three months ended as of the dates indicated:
 
March 31, 2015
 
March 31, 2014
Expected life
6 years, 2 months

 
6 years, 3 months

Interest rate
1.48
%
 
1.99
%
Dividend yield

 

Volatility
106.3
%
 
71.0
%
The Company uses a peer group to determine historical stock price volatility as it has not had enough standalone trading to satisfy the "look-back" requirements of ASC 718, Compensation: Stock Compensation . For grants issued during the first quarter of 2015, the Company reassessed those companies it would include in its peer group, resulting in an increase in volatility as compared to the first quarter of 2014.
Note 8. Collaboration Agreement with Related Party  

Intrexon is an affiliate of the Company’s largest shareholder, NRM VII Holdings I, LLC.  In addition, two of the Company’s seven directors are also affiliates of NRM VII Holdings I, LLC.

10

Table of Contents
Fibrocell Science, Inc.
Notes to Consolidated Financial Statements
(unaudited)



Note 8. Collaboration Agreement with Related Party   (continued)
For the three months ended March 31, 2015 and 2014, the Company incurred expenses of $1.7 million and $1.1 million , respectively, for work performed under the Company's exclusive channel collaboration agreement, as amended, with Intrexon. As of March 31, 2015 and December 31, 2014, the Company had outstanding payables to Intrexon of $1.9 million and $1.0 million , respectively.

11

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
This report contains certain “forward-looking statements” relating to us that are based on management’s exercise of business judgment and assumptions made by and information currently available to management.  When used in this document, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “the facts suggest” and words of similar import, are intended to identify any forward-looking statements.  You should not place undue reliance on these forward-looking statements.  These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted below.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements.  Actual events, transactions and results may materially differ from the anticipated events, transactions or results described in such statements.  Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize.  Many factors could cause actual results to differ materially from our forward-looking statements. Several of these factors include, without limitation:
the progress and results of our pre-clinical studies and human clinical trials of our cell and gene-therapy drug candidates, including, in particular, those for chronic dysphonia caused by vocal cord scarring or atrophy, recessive dystrophic epidermolysis bullosa and linear scleroderma, and such other target indications as we may identify and pursue, can be conducted within the timeframe that we expect, whether such studies and trials will yield positive results, or whether additional applications for the commercialization of autologous cell therapy can be identified by us and advanced into human clinical trials;
the cost of manufacturing related to our pre-clinical studies and clinical trials;
our ability to meet requisite regulations or receive regulatory approvals in the United States and in Europe, our ability to retain any regulatory approvals that we may obtain and the absence of adverse regulatory developments in the United States and Europe;
the costs, timing and outcome of regulatory review of our drug candidates;
the dependence on our facility in Exton, Pennsylvania for the research, development and manufacturing operations of our cell therapy products, and the potential that such facility is damaged or if we are otherwise required to discontinue research, development and production at such facility;
the dependence on our third party facility in Mountainview, California for the research, development and manufacturing operations of our gene-therapy products, and the potential that such facility is damaged or if we are otherwise required to discontinue research, development and production at such facility;
whether our collaboration with Intrexon can be advanced with positive results within the timeframe and budget that we expect;
our dependence on suppliers for cell and gene-therapy products which are critical to the completion of our gene-therapy applications;
the scope, progress, results and costs of pre-clinical development, laboratory testing and clinical trials for our cell and gene-therapy applications;
the number and development requirements of other product candidates that we pursue;
the emergence of competing technologies and other adverse market developments;
the extent to which we acquire or invest in businesses, products and technologies;
our ability to establish collaborations and obtain milestone, royalty or other payments from any such collaborators;
any adverse claims relating to our intellectual property and the costs of preparing, filing and prosecuting patent applications and maintaining, enforcing and defending intellectual property related claims; and
our dependence on physicians to correctly follow our established protocols for the safe and optimal administration of our product.
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in Part I Item 1A — “Risk Factors” of the Annual Report on Form 10-K, for the year ended December 31, 2014 that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we may make.

12

Table of Contents

You should read this quarterly report on Form 10-Q in conjunction with the documents that we reference herein.  We do not assume any obligation to update any forward-looking statements.
General
We are an autologous cell and gene therapy company primarily focused on developing first-in-class treatments for rare and serious skin and connective tissue diseases with high unmet medical needs.  Our most advanced drug candidate, azficel-T, uses our FDA-approved proprietary autologous fibroblast technology and is in a Phase II clinical trial for the treatment of chronic dysphonia, a reduction in vocal capacity resulting from vocal cord scarring or atrophy. We expect to complete the Phase II clinical trial and announce efficacy results in the first half of 2016. Dysphonia is defined as a reduction in vocal capacity and is caused by damage to the fibroblast layer of the vocal cords which limits airflow and results in severe and significant limitations in voice quality, including, in some cases, the loss of voice altogether. Our lead orphan gene-therapy drug candidate, FCX-007, is in late stage pre-clinical development for the treatment of recessive dystrophic epidermolysis bullosa ("RDEB"), a devastating, rare, congenital, painful, progressive blistering skin disease that typically leads to premature death. We are also in pre-clinical development of our second gene-therapy drug candidate, FCX-013, for the treatment of linear scleroderma, an excess production of extracellular matrix characterized by skin fibrosis and linear scars. The linear areas of skin thickening may extend to underlying tissue and muscle in children which may impair growth and development.
Depending on the severity of dysphonia, a patient's resulting voice is hoarse or raspy and is perceived by sufferers as a communication disorder.  Severe cases can lead to a loss of voice.  Vocal fold scarring or atrophy due to age can lead to dysphonic conditions.  When scarred vocal folds vibrate, there is decreased or non-existent mucosal pliability.  For subjects with age-related atrophy of vocal fold tissue (presbylaryngis), the viscoelasticity of the vocal fold has declined with age partially due to a decrease in extracellular membrane that makes up the lamina propria layer of the vocal fold tissue.  No long-term effective therapy is presently available, and rehabilitation of subjects (for example, with voice therapy) is difficult. Our clinical focus is on subjects with age-related dysphonia or dysphonia resulting from chronic idiopathic causes.
Working in collaboration with Intrexon Corporation (NYSE:XON), a leader in synthetic biology, we are genetically modifying autologous fibroblast cells to express type VII collagen ("COL7"), a protein that is missing or mis-formed in subjects with RDEB. COL7 is responsible for forming fibrils which attach the epidermis and the dermis layers of the skin, and the lack of or mis-formed COL7 is the underlying cause of this disease. We expect to file our investigational new drug ("IND") application for FCX-007 with the FDA by mid-2015 and to initiate the Phase I portion of our Phase I/II clinical trial in the second half of 2015.
Linear scleroderma is a localized autoimmune skin disorder that manifests as excess production of extracellular matrix characterized by fibrosis and linear scars.  Lesions appearing across joints can be painful, impair motion and may be permanent. Current treatments only address symptoms, including systemic or topical corticosteroids, UVA light therapy and physical therapy.
We also have an ongoing scientific research collaboration with the Regents of the University of California, Los Angeles (“UCLA”) which is focused on discoveries and technologies related to regenerative medicine. The technologies from this collaboration and our exclusive license agreements with UCLA may enable us to expand our biologics platform which uses human fibroblasts to create localized therapies that are compatible with the unique biology of each subject.
Results of Operations
Comparison of Three Months Ended March 31, 2015 and 2014
Revenue and Cost of Sales. Revenue and cost of sales were comprised of the following:
 
Three months ended
March 31,
 
Increase
(Decrease)
($ in thousands)
2015
 
2014
 
$
 
%
Product sales
$
113

 
$
46

 
$
67

 
145.7
 %
Collaboration revenue
81

 

 
81

 
100.0
 %
Total revenues
194

 
46

 
148

 
321.7
 %
Cost of revenues
147

 
793

 
(646
)
 
(81.5
)%
Gross profit (loss)
$
47

 
$
(747
)
 
$
794

 
(106.3
)%

13

Table of Contents

Total revenues were $ 0.2 million and less than $0.1 million for each of the three months ended March 31, 2015 and 2014, respectively.  Revenue from product sales is recognized based on the shipment of LAVIV® injections to patients. While there were fewer injections performed during the first quarter of 2015, LAVIV® pricing was increased in mid-2014 resulting in $0.1 million of higher product sales for the first quarter of 2015 as compared to the same period in 2014. Collaboration revenue is related to a research and development agreement that we have with an unrelated third party to investigate potential new non-pharmaceutical applications for our conditioned fibroblast media technology. Revenue recognized from our collaboration relates to an upfront license fee and a proof of concept study currently underway.
Cost of revenues was approximately $ 0.1 million and $ 0.8 million for the three months ended March 31, 2015 and 2014, respectively, and includes the cost of product sales and the cost of collaboration revenue.  Cost of product sales includes the costs related to the processing of cells for LAVIV®, including direct and indirect costs.  The decrease of $ 0.6 million is primarily due to our continued de-emphasis on commercial sales in the aesthetic market (LAVIV®). We believe that cost of product sales will remain at or above product sales for the foreseeable future and, thus, we anticipate that we will continue to report gross losses from product sales of LAVIV® for the aesthetic indication for the foreseeable future. Cost of collaboration revenue was immaterial for the three months ended March 31, 2015.
Research and Development Expense.
For each of our research and development programs, we incur both direct and indirect expenses. Direct expenses include third party costs related to these programs such as contract research, consulting, pre-clinical and clinical development costs.  Indirect expenses include regulatory, laboratory, personnel, facility, stock compensation and other overhead costs that we do not allocate to any specific program.  We expect research and development costs to continue to be significant for the foreseeable future as we continue in our efforts to develop first-in-class treatments for rare and serious skin and connective tissue diseases with high unmet medical needs.
Research and development expense was comprised of the following:
 
Three months ended
March 31,
 
Increase
(Decrease)
($ in thousands)
2015
 
2014
 
$
 
%
Direct costs:
 

 
 

 
 

 
 

azficel-T for chronic dysphonia
$
288

 
$
88

 
$
200

 
227.3
 %
FCX-007
1,322

 
705

 
617

 
87.5
 %
FCX-013
450

 
184

 
266

 
144.6
 %
Ehlers-Danlos Syndrome (hypermobility type)

 
5,154

 
(5,154
)
 
(100.0
)%
Other
38

 
109

 
(71
)
 
(65.1
)%
Total direct costs
2,098

 
6,240

 
(4,142
)
 
(66.4
)%
Indirect costs:
 

 
 

 
 

 
 

Regulatory costs
241

 
165

 
76

 
46.1
 %
Intangible amortization
138

 
138

 

 

Compensation and related expense
235

 
72

 
163

 
226.4
 %
Process development
20

 
42

 
(22
)
 
(52.4
)%
Other indirect R&D costs
1,255

 
1,258

 
(3
)
 
(0.2
)%
Total indirect costs
1,889

 
1,675

 
214

 
12.8
 %
Total research and development expense
$
3,987

 
$
7,915

 
$
(3,928
)
 
(49.6
)%
Total research and development expense decreased $ 3.9 million to approximately $ 4.0 million for the three months ended March 21, 2015 as compared to $ 7.9 million for the three months ended March 31, 2014.  The overall decrease is due primarily to $ 5.2 million of supplemental stock issuance costs incurred in 2014 related to our Ehlers-Danlos Syndrome (hypermobility type) program in connection with the second amendment to the exclusive channel collaboration agreement with Intrexon. This up-front licensing cost did not recur in 2015. That decrease was offset by increased costs during the 2015 period of $ 0.2 million for our azficel-T for chronic dysphonia Phase II clinical trial, $ 0.6 million for pre-clinical development of FCX-007 and $ 0.3 million for pre-clinical development of FCX-013.
Direct research and development expense by major clinical and pre-clinical development program were as follows:

14

Table of Contents

azficel-T for chronic dysphonia — Costs increased approximately $ 0.2 million as compared to the three months ended March 31, 2014 due to costs for enrollment and clinical site fees related to our Phase II clinical trial which did not begin enrollment until the second quarter of 2014.
FCX-007 — Costs increased approximately $ 0.6 million as compared to the three months ended March 31, 2014 due to the progression of our pre-clinical development program, specifically our animal studies and pre-clinical product manufacturing costs.
FCX-013 — Costs increased approximately $ 0.3 million as compared to the three months ended March 31, 2014 due to the advancement of our pre-clinical work related to linear scleroderma, specifically for gene screening and selection, construct build and optimization, vector optimization, assay development, RheoSwitch® and ligand optimization and some early animal model work. RheoSwitch® refers to Intrexon’s proprietary RheoSwitch Therapeutic System® technology which is a biologic switch activated by a small molecule ligand that provides the ability to control level and timing of protein expression in those diseases where such control is critical.
Ehlers-Danlos Syndrome (hypermobility type)   — Costs decreased approximately $ 5.2 million due to the 2014 supplemental stock issuance in connection with the second amendment to the exclusive channel collaboration agreement with Intrexon. No substantive work has yet begun on this program.
Indirect research and development expense increased by $ 0.2 million as compared to the three months ended March 31, 2014. This increase is primarily due to additional compensation and related expense of our clinical personnel of $ 0.2 million
Selling, General and Administrative Expense. Selling, general and administrative expense was comprised of the following:
 
Three months ended
March 31,
 
Increase
(Decrease)
($ in thousands)
2015
 
2014
 
$
 
%
Compensation and related expense
$
887

 
$
966

 
$
(79
)
 
(8.2
)%
Professional fees
370

 
444

 
(74
)
 
(16.7
)%
Legal expense
822

 
160

 
662

 
413.8
 %
Facilities and related expense and other
845

 
768

 
77

 
10.0
 %
Total selling, general and administrative expense
$
2,924

 
$
2,338

 
$
586

 
25.1
 %
Selling, general and administrative expense increased by approximately $0.6 million , or 25.1% , to $2.9 million for the three months ended March 31, 2015 as compared to $2.3 million for the three months ended March 31, 2014.  The primary driver of increased expense was a $ 0.7 million increase in legal expense due to negotiations with respect to our corporate contracts as well as increased litigation costs. Compensation and related expense, professional fees, and facilities and related expense and other were comparable for the three months ended March 31, 2015 and 2014.
Warrant Revaluation and Other Finance Expense.  During the three months ended March 31, 2015 and 2014, we recorded non-cash warrant expense of approximately $ 1.7 million and $ 3.1 million in our consolidated statements of operations, respectively, related to the change in the fair value of our warrants.
Net Loss. Net loss for the three months ended March 31, 2015 and 2014 was $ 8.5 million and $ 14.0 million , respectively, representing a decreased net loss of approximately $ 5.5 million .  The decrease was primarily driven by the non-cash supplemental stock issuance costs of $ 5.2 million incurred in the 2014 period that did not recur in 2015, offset by increases in 2015 in our legal expenses of $ 0.7 million and our pre-clinical program expense for FCX-007 of $ 0.6 million .
Liquidity and Capital Resources
The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2015 and 2014:

15

Table of Contents

Statement of Cash Flows Data:
Three months ended
March 31,
($ in thousands)
2015
 
2014
Cash used in operating activities
$
(4,238
)
 
$
(5,953
)
Cash used in investing activities
$
(108
)
 
$
(79
)
Cash provided by financing activities
$
152

 
$

Operating Activities.   Cash used in operating activities during the three months ended March 31, 2015 was approximately $ 4.2 million , a decrease of $ 1.7 million as compared to the three months ended March 31, 2014, due largely to $3.0 million in cash provided by an increase in accounts payable and accrued expenses at March 31, 2015 as compared to March 31, 2014.
Investing Activities. Cash used in investing activities, attributable primarily to the purchase of equipment, remained relatively flat.
Financing Activities. Cash provided by financing activities, $ 0.2 million for the three months ended March 31, 2015, relates to cash received for the exercise of stock options. 
Working Capital
As of March 31, 2015, we had cash and cash equivalents of approximately $ 33.3 million and working capital of approximately $ 28.9 million .  We believe that our existing cash and cash equivalents will be sufficient to fund our operations through June 2016. The additional capital that will be required to fund our operations beyond that point will depend largely on the timing and outcomes of our clinical and pre-clinical drug candidate programs and the amount of capital investment we choose to make in our manufacturing facility, as well as on the number of other drug candidates we choose to develop and other factors.
To address our capital needs, we will consider a range of possibilities, including raising additional capital through the issuance of equity or equity-linked securities, or by entering into strategic partnerships or through debt financing. Our ability to raise additional capital is dependent on, among other things, the state of the financial markets at the time of any proposed offering of equity or debt. There is no assurance that additional capital, through any of the aforementioned means, will be available on acceptable terms, or at all. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations could be materially negatively impacted.
If we raise additional funds by issuing equity or equity-linked securities, our stockholders will experience dilution. Debt financing, if available, will result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences, which are not favorable to our stockholders. If we raise additional capital through corporate collaborations, partnerships or other strategic transactions, it may be necessary to relinquish valuable rights to our drug candidates, our technologies or future revenue streams or to grant licenses or sell assets on terms that may not be favorable to us.
Contractual Obligations
On April 6, 2005, we entered into a non-cancellable operating lease (the “Lease”) for our office, warehouse, manufacturing and laboratory facilities in Exton, Pennsylvania.  The Lease agreement had a term of 8 years.  On February 17, 2012, we entered into an amended and restated lease (the “Amended Lease”) for an additional term of 10 years through 2023.  At March 31, 2015, our minimum lease payments under the Amended Lease total approximately $10.9 million.
During the three months ended March 31, 2015, there have been no material changes to our other contractual obligations outside the ordinary course of business from those specified in our Annual Report on Form 10-K for the year ended December 31, 2014.
Recently Issued Accounting Pronouncements
There have been no recently issued accounting pronouncements that we believe will have a material impact on our consolidated results of operations, cash flows or financial position upon adoption.

16

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market risk
There have been no material changes to our market risk since December 31, 2014.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures  
Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, pursuant to Rule 13a-15 promulgated under the Exchange Act, as of March 31, 2015. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC. These disclosure controls and procedures include, among other things, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, management is required to apply its judgment in evaluating the benefits of possible disclosure controls and procedures relative to their costs to implement and maintain.
Based on management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
To respond to a material weakness with respect to internal control over management's review of the assumptions used in the valuation modeling of our liability-classified warrants identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. We require additional communication and steps in the process of compiling inputs to the valuation model performed by third parties as well as additional communication and steps in the process of reviewing the outputs of such model provided by any third parties to which we outsource financial modeling to verify that management's assumptions were used as expected during the valuation process. In the past, management has utilized such third parties to assist us and will continue to consider the appropriate selection of its external advisors that will be utilized in the future. The elements of management's remediation plan can only be accomplished over time and management can offer no assurance that these initiatives will ultimately have the intended effects. 
There have been no other changes in internal control over financial reporting that have occurred during the quarterly period ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

PART II - OTHER INFORMATION
Item 1.    Legal Proceedings
Shandong Fabosaier Bio-Tech Co., Ltd. and Ran Liu v. Fibrocell Science, Inc., Civil Action No. 14-7180 (U.S. Dist. Ct. for the E.D. of PA)
On or about December 19, 2014, Shandong Fabosaier Bio-Tech Co., Ltd. of China (“Shandong”) and Ran Liu of Vancouver, Canada, who is allegedly a director of Shandong, commenced a lawsuit against us in the United States District Court for the Eastern District of Pennsylvania, Case No. 2:14-cv-07180-CMR. The Complaint asserts claims for breach of contract, promissory estoppel, and unjust enrichment against us relating to the marketing of our product “LAVIV®” in China and Vancouver.  We vigorously deny and dispute the factual allegations contained in the Complaint and, on February 12, 2015, we filed an amended answer, additional defenses and counterclaims against Shandong and Ms. Liu. Our counterclaims include counts for trademark infringement, violations of the Lanham Act and the Anti-cybersquatting Consumer Protection Act, unfair

17

Table of Contents

competition, and tortious interference with contractual relations resulting from Shandong’s repeated, unauthorized use of our marks on Shandong’s website and in other marketing materials. The court has ordered that all discovery be completed by the end of June 2015. There will also be a settlement conference on May 27, 2015.  The court has scheduled the trial for October 2015.  At this time, we are unable to state whether an outcome unfavorable to us is either probable or remote nor are we able to estimate the amount or range of loss in the event of an unfavorable outcome.
Item 1A.    Risk Factors
None
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
None 
Item 3.    Defaults Upon Senior Securities
None
Item 4.    Mine Safety Disclosure
Not Applicable
Item 5.   Other Information
We were notified on May 4, 2015 by LTC Jon Meyerle, MD, of the Uniformed Service University of the Health Sciences (“USUHS”) that the grant committee for the Peer Reviewed Orthopaedic Research Program Clinical Trial Award (DoD/CDMRP/PRORP) did not accept our application for funding the amputee prosthetic abandonment program.  We announced in November 2014 the allowance of an IND and application for the grant to fund a study evaluating the use of autologous volar skin fibroblasts to treat amputee skin diseases that leads to prosthesis abandonment.  The grant committee rated the application as "good" and provided feedback on aspects of the protocol and supporting data for review.  Although we do not plan to execute the Phase I protocol at this time, we will continue to seek non-dilutive funding to support this program to develop a product for the treatment of skin disease in amputees for both the military and civilian patient populations. 


18

Table of Contents

Item 6.     Exhibits
 
(a) Exhibits    

EXHIBIT NO.
 
IDENTIFICATION OF EXHIBIT
3.1*
 
Fourth Amended and Restated Bylaws
3.2*
 
Amendment to the Fourth Amended and Restated Bylaws, effective April 20, 2015
10.1
 
Employment Agreement, dated March 18, 2015, by and between Fibrocell Science, Inc. and Keith A. Goldan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 18, 2015)
10.2*
 
Form of Nonqualified Stock Option Agreement for Employee Grants
10.3*
 
Form of Nonqualified Stock Option Agreement for Director Grants
10.4*
 
Form of Incentive Stock Option Agreement for Employee Grants
31.1*
 
Certification pursuant to Rule 13a-14(a) and 15d-14(a), required under Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
 
Certification pursuant to Rule 13a-14(a) and 15d-14(a), required under Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
 
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
 
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
 
XBRL Instance Document. 
101.SCH
 
XBRL Taxonomy Extension Schema Document.
101.CAL
 
XBRL Taxonomy Extension Calculation  Linkbase Document.
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
 

* Filed or furnished, as applicable herewith.

19

Table of Contents


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
FIBROCELL SCIENCE, INC.
 
 
 
 
By:
/s/ Keith A. Goldan
 
 
Keith A. Goldan
 
 
SVP and Chief Financial Officer
 
 
 
 
Date: May 8, 2015
 




20

Table of Contents

INDEX TO EXHIBITS

EXHIBIT NO.
 
IDENTIFICATION OF EXHIBIT
3.1*
 
Fourth Amended and Restated Bylaws
3.2*
 
Amendment to the Fourth Amended and Restated Bylaws, effective April 20, 2015
10.2*
 
Form of Nonqualified Stock Option Agreement for Employee Grants
10.3*
 
Form of Nonqualified Stock Option Agreement for Director Grants
10.4*
 
Form of Incentive Stock Option Agreement for Employee Grants
31.1*
 
Certification pursuant to Rule 13a-14(a) and 15d-14(a), required under Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
 
Certification pursuant to Rule 13a-14(a) and 15d-14(a), required under Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
 
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
 
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
 
XBRL Instance Document. 
101.SCH
 
XBRL Taxonomy Extension Schema Document.
101.CAL
 
XBRL Taxonomy Extension Calculation  Linkbase Document.
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
 

* Filed or furnished, as applicable herewith.


21


Exhibit 3.1

FOURTH AMENDED AND RESTATED BYLAWS
OF
FIBROCELL SCIENCE, INC.
ARTICLE I-OFFICES
Section 1.01 Registered Office. The registered office shall be in the city of Wilmington, county of New Castle, state of Delaware.
Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the state of Delaware as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II-STOCKHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the stockholders shall be held on such date and at such time as is designated by the board of directors and as is provided for in the notice of the meeting. If the election of directors shall not be held on the day designated herein for the annual meeting of the stockholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the stockholders may be called at any time by the chairman of the board, the chief executive officer, the president, or by the board of directors, or in their absence or disability, by any vice president.
Section 2.03 Place of Meetings. The board of directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without state of incorporation, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary, if any, shall cause notice of the time, place, and purpose or purposes of all meetings of the stockholders (whether annual or special), to be mailed at least ten (10) but not more than sixty (60) days prior to the meeting, to each stockholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any stockholder may waive notice of any meeting of stockholders (however called or noticed, whether or not called or noticed and whether before, during, or after the meeting), signing a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of notice regardless of whether waiver consent, or approval is signed or any objections are made, unless attendance is solely for the purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty (60) days and, in case, of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting, the day preceding the date on which notice of the meeting is mailed shall be the record date. For any other purpose, the record date shall be the close of business on the date on which the resolution of the board of directors pertaining thereto is adopted. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof. Failure to comply with this section shall not affect the validity of any action taken at a meeting of stockholders.
Section 2.07 Voting Lists. The officers of the corporation shall cause to be prepared from the stock ledger at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the

1



meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting, during the whole time thereof, and may be inspected by any stockholder who is present. The original stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section, or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.
Section 2.08 Quorum. A majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders, entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time without notice other than so announcement at the meeting, until a quorum shall be present represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 2.09 Vote Required. When a quorum is present at any meeting, the vote of the holders of stock having a majority of the voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one on which by express provision of the statutes of the state of Delaware or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.
Section 2.10 Voting of Stock. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, subject to the modification of such voting rights of any class or classes of the corporation’s capital stock by the certificate of incorporation.
Section 2.11 Proxies. At each meeting of the stockholders, each stockholder entitled to vote shall be entitled to vote in person or by proxy, provided however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such stock, as the case may be, as shown on the stock ledger of the corporation or by his attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxy, a majority of such persons present at the meeting, or if only one be present, that one shall (unless the instrument shall otherwise provide) have all of the powers confirmed by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity, shall be entitled to vote the stock so held and the persons whose shares are pledged shall be entitled to vote, unless, the transfer by the pledgor in the books and records of the corporation shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his proxy, may represent such stock and vote thereon. No proxy shall be voted or acted on after three years from its date, unless the proxy provides for a longer period.
Section 2.12 No Stockholder Action by Written Consent Without a Meeting. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, must be taken at an annual or special meeting of stockholders of the corporation, with prior notice and with a vote, and may not be taken by a consent in writing.
Section 2.13 Business at Annual Meeting. At any annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the board of directors or (b) by any shareholder of record of the corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this section. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a shareholders notice shall be received at the principal executive offices of the corporation not less than 120 calendar days in advance of the date in the current fiscal year that corresponds to the date in the preceding fiscal year on which the corporation’s notice of meeting and related proxy or information statement were released to shareholders in connection with the previous years annual meeting of shareholders, except that if no meeting was held in the immediately preceding year or if the date of the annual meeting in the current fiscal year has been changed by more than 30 calendar days’ from the corresponding date of such meeting in the preceding fiscal year, such notice by the shareholder proposing business to be brought before the shareholders’ meeting must be received not less than 30 days prior to the date of the current year’s annual meeting; provided, that in the event that less than 40 days notice of the date of the meeting is given to shareholders, to be timely, a shareholders notice of business to be brought before the meeting shall be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed. A shareholders notice to the secretary shall set forth as to each matter such shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the

2



annual meeting. (b) the name and address, as they appear on the corporation’s books, of the shareholder of record proposing such business, (c) the class and number of shares of the corporation’s capital stock that are beneficially owned by such shareholder, and (d) any material interest of such shareholder in such business. Notwithstanding anything in these bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this section. The officer of the corporation or the person presiding at the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with such provisions, and if such presiding officer should so determine and declare to the meeting that business was not properly brought before the meeting in accordance with such provisions and if such presiding officer should so determine, such presiding officer shall so declare to the meeting, and any such business so determined to be not properly brought before the meeting shall not be transacted.
Section 2.14 Notification of Nominations. Nominations for the election of directors may be made by the board of directors or by any shareholder entitled to vote for the election of directors and who complies with the notice procedures set forth in this section. Any shareholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such shareholder’s intention to make such nomination is delivered or mailed to and received at the principal executive offices of the corporation not later than 120 calendar days in advance of the date in the current fiscal year that corresponds to the date in the preceding fiscal year on which the corporation’s notice of meeting and related proxy, or information statement were released to shareholders in connection with the previous years annual meeting of shareholders, except that (i) with respect to an election to be held at an annual meeting of shareholders, if no annual meeting was held in the immediately preceding year or if the date of the annual meeting in the current fiscal year has been changed by more than 30 calendar days’ from the corresponding date of such meeting in the preceding fiscal year, such notice by the shareholder must be received not less than 30 days prior to the date of the current year’s annual meeting; provided, that in the event that less than 40 days notice of the date of the meeting is given or made to shareholders, to be timely, a shareholders notice shall be so received not later than the close of business on the 10th day, following the day on which such notice of the date of the annual meeting was mailed, and (ii) with respect to an election to be hold at a special meeting of shareholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated;
(b) a representation that such shareholder is a holder of record of stock of the corporation entitled to vote at such meeting, and intend to appear in person or by proxy at the meeting to nominate the person or person specified in the notice;
(c) a description of all arrangements or understandings between such shareholder and each nominee, and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such shareholder;
(d) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated by the board of directors; and
(e) the consent of each nominee to serve as a director of the corporation if elected.
The chairman of a shareholder meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.
ARTICLE III-DIRECTORS
Section 3.01 Number, Term, and Qualifications. The number of directors which shall constitute the whole board shall be not less than three nor more than eleven. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. The board of directors shall be divided into three classes, as nearly equal in number as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the board of directors. The term of office of the first class (Class I) shall expire at the first annual meeting of stockholders or any special meeting in lieu thereof following their election, the term of office of the second class (Class II) shall expire at the second annual meeting of stockholders or any special meeting in lieu thereof following their election and the term of office of the third class (Class III) shall expire at the third annual meeting of stockholders or any special meeting in lieu thereof following their election. At each annual meeting of stockholders or special meeting in lieu thereof, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of the stockholders or special meeting in lieu thereof after their election and until their successors are duly elected and qualified. Directors need not be residents of the state of incorporation or stockholders of the corporation.

3



Section 3.02 Vacancies and Newly Created Directorships. Vacancies resulting from any increase in the authorized number of directors or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director, and not by the stockholders. In the event of any increase or decrease in the authorized number of directors, (a) each director then serving as such shall nevertheless continue as a director of the class of which he or she is a member until the expiration of his or her current term or his or her prior death, retirement, removal or resignation and (b) the newly created or eliminated directorships resulting from such increase or decrease shall if reasonably possible be apportioned by the board of directors among the three classes of directors so as to ensure that no one class has more than one director more than any other class. In the event of a vacancy in the board of directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full board of directors until the vacancy is filled. Notwithstanding the foregoing, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. If there are no directors in office, then an election of directors may be hold in the manner provided by statute.
Section 3.03 General Powers. The business of the corporation shall be managed under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
Section 3.04 Regular Meetings. A regular meeting of board of directors shall be held without other notice than this bylaw immediately following and at the same place as the annual meeting of stockholders. The board of directors may provide by resolution, the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the chief executive officer, the president, or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the board of directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the board of directors may participate in a meeting of the board of directors or a committee of the board of directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or by telegram, it shall be delivered personally or by telephone or to the telegraph company at least twenty-four (24) hours before the time of the holding of the meeting Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 3.09 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, and individual directors shall have no power as such.
Section 3.10 Compensation. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 3.11 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 3.12 Resignations. A director may resign at any time by delivering a written resignation to either the president, a vice

4



president, the secretary or assistant secretary, if any. The resignation shall become effective on its acceptance by the board of directors provided, that if the board has not acted thereon within ten days from the date presented, the resignation shall be deemed accepted.
Section 3.13 Written Consent to Action by Directors. Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee.
Section 3.14 Removal. At a meeting expressly called for that purpose, one or more directors may be removed for cause by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors.
ARTICLE IV-OFFICERS
Section 4.01 Number. The officers of the corporation shall be a president, one or more vice presidents, as shall be determined by resolution of the board of directors, a secretary, a treasurer, and such other officers as may be appointed by the board of directors. The board of directors may elect but shall not be required to elect a chairman of the board, who may or may not also be an officer of the corporation, and the board of directors may appoint a general manager.
Section 4.02 Election Term of Office, and Qualifications. The officers shall be chosen by the board of directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the board of directors, officers may be chosen at any regular or special meeting of the board of directors. Each such officer (whether chosen at an annual meeting of the board of directors to fill a vacancy or otherwise) shall hold his office until the next ensuing annual meeting of the board of directors and until his successor shall have been chosen and qualified, or until his death or until his resignation or removal in the manner provided in these bylaws. Any one person may hold any two or more of such offices, except that the president shall not also be the secretary. No person holding two or more offices shall act in or execute any instrument in the capacity of more than one office.
Section 4.03 Subordinate Officers, Etc. The board of directors from time to time may appoint such other officers or agents as it may, deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the board of directors from time to time may determine. The board of directors from time to time may, delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be stockholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by delivering a written resignation to the board of directors, the president, or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at any special meeting of the board of directors called for that purpose or at a regular meeting, by the vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of section 4.03 hereof may also be removed, either with or with cause, by any officer on whom such power of removal shall have been conferred by the board of directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office shall be created, then such vacancies or newly created officers may be filled by the board of directors at any regular or special meeting.
Section 4.07 Chairman of the Board. The chairman of the board, who may or may not also be an officer of the corporation, shall have the following powers and duties:
(a) He shall preside at all stockholders meetings;
(b) He shall preside at all meetings of the board, of directors; and
(c) He shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following powers and duties:
(a) If no general manager has been appointed he shall be the chief executive officer of the corporation and, subject to the direction of the board of directors, shall have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents;

5



(b) If no chairman of the board has been chosen, or if the chairman of the board is absent or disabled, he shall preside at meetings of the stockholders and board of directors;
(c) He shall be a member of the executive committee, if any,
(d) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the board of directors; and
(e) He shall have all power and perform all duties normally incident to the office of a president of a corporation and shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the board of directors.
Section 4.09 The Vice Presidents. The board of directors may, from time to time, designate and elect one or more vice presidents, one of whom may be designated to serve as executive vice president. Each vice president shall have such powers and perform such duties as from time to time may be assigned to him by the board of directors or the president. At the request or in the absence or disability of the president, the executive vice president or, in the absence or disability of the executive vice president, the vice president designated by the board of directors or (in the absence of such designation by the board of directors) by the president as senior vice president may perform all the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the president.
Section 4.10 The Secretary. The secretary shall have the following powers and duties:
(a) He shall keep or cause to be kept a record of all of the proceedings of the meetings of the stockholders and of the board of directors, in books provided for that purpose;
(b) He shall cause all notices to be duly given in accordance with the provisions of these bylaws and as required by statute;
(c) He shall be the custodian of the records and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing stock of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these bylaws, and when so affixed, he may attest the same;
(d) He shall see that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed;
(e) He shall have charge of the stock ledger and books of the corporation and cause such books to be kept in such manner as to show at any time the amount of the stock of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the amount of stock held by each holder and time when each became such holder of record; and he shall exhibit at all reasonable times to any director, on application, the original or duplicate stock ledger. He shall cause the, stock ledger referred to in Section 6.04 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the board of directors shall determine, in the manner and for the purpose provided in such section;
(f) He shall be empowered to, sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the board of directors; and
(g) He shall perform in general all duties incident to the office of secretary and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the board of directors or the president.
Section 4.11 The Treasurer. The treasurer shall have the following powers and duties:
(a) He shall have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation;
(b) He shall cause the monies and other valuable effects. of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with section 5.03 hereof,
(c) He shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in section 5.04 hereof) drawn on the authorized depositories of the corporation, and cause to be taken and preserved properly vouchers for all monies disbursed;

6



(d) He shall render to the board of directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of his transactions as treasurer, and render a full financial report at the annual meeting of the stockholders, if called on to do so;
(e) He shall cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any directors on request during business hours;
(f) He shall be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the corporation; and
(g) He shall perform in general all duties incident to the office of treasurer and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the board of directors or the president.
Section 4.12 General Manager. The board of directors may employ and appoint a general manager who may, or may not be one of the officers or directors of the corporation. The general manager, if any, shall have the following powers and duties:
(a) He shall be the chief executive officer of the corporation and, subject to the directions of the board of directors, shall have, general charge of the business affairs and property of the corporation and general supervision over its officers, employees, and agents;
(b) He shall have the exclusive management of the business of the corporation and of all of its dealings, but at all times subject to the control of thee board of directors;
(c) Subject to the approval of the board of directors or the executive committee, if any, he shall employ all employees of: the corporation or delegate such employment to subordinate officers, or such division chiefs, and shall have authority to discharge any person so employed; and
(d) He shall make a report to the president and directors quarterly, or more often if required to do so, setting forth the result of, the operations under his charge, together with suggestions looking to the improvement and betterment of the condition of the corporation, and shall perform such other duties as the board of directors shall require.
Section 4.13 Salaries. The salaries or other compensation of the officers of the corporation shall be fixed from time to time by the board of directors, except that the board of directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of section 4.03 hereof. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he is also a director of the corporation.
Section 4.14 Surety Bonds. In case the board, of directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sums and with such surety or sureties as the board of directors may direct, conditioned on the faithful performance of his duties to the corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the corporation which may come into his hands.
ARTICLE V-EXECUTION OF INSTRUMENTS,
BORROWING OF MONEY, AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation contained in the certificate of incorporation or these bylaws, the president or any vice president or the general manager, if any, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the board of directors. The board of directors may, subject to any limitation contained in the certificate of incorporation or in these bylaws, authorize in writing any officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances.
Section 5.02 Loans. No loan or advance shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the board of directors. Any such authorization may be general or confined to specific instances.
Section 5.03 Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the board of directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the board of directors.

7



Section 5.04 Checks, Drafts. Etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these bylaws, evidences of indebtedness of the corporation shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the board of directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the board of directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the president or a vice president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation’s officers named thereon may be a facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, shall cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing the name of the corporation, and the execution and delivery on behalf of the corporation of any all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the president, or by any vice president, together with the secretary, or by any officer or agent thereunto authorized by the board of directors.
Section 5.07 Proxies. Proxies to vote with respect to stock of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the president or any vice president and the secretary or assistant secretary of the corporation, or by any officer or agent thereunder authorized by the board of directors.
ARTICLE VI-CAPITAL STOCK
Section 6.01 Stock Certificates; Uncertificated Securities. Every holder of stock in the corporation shall be entitled to have a certificate, signed by the president or any vice president the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved, or printed) of the corporation, certifying the number and kind, class or series of stock owned by him in the corporation; provided, however , that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice president, secretary, or assistant secretary may be a facsimile. Notwithstanding the foregoing, the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s securities shall be uncertificated securities. Any such resolution shall not apply to securities represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates, and upon request, every holder of uncertificated securities shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman or vice-chairman, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or assistant secretary of the corporation, representing the number of securities registered in certificate form. In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures shall have been used thereon, has not ceased to be such officer. Certificates representing stock of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the stock books of the corporation at the time of issuance of each share, the number of the certificate issued if in certificate form, the name and address of the person owning the stock represented thereby, the number and kind, class or series of such stock, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked “canceled” with the date of cancellation.
Section 6.02 Transfer of Stock. Transfers of stock of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed by the secretary of the corporation or any of its transfer agents, and on surrender of the certificate or certificates, if in certificate form, properly endorsed or accompanied by proper instruments of transfer, representing such stock. Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable, or other claim to or interest in such stock on the part of any other person whether or not it or they shall have express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of articles IV and V of the certificate of incorporation, the board of directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates or uncertificated securities for stock of the corporation.

8



Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A stock ledger (or ledgers where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place the board of directors shall determine, containing the names alphabetically arranged of original holders of the corporation, their addresses, their interest, the amount paid on their securities, and all transfers thereof and the number and class of stock held by each. Such stock ledgers shall at all reasonable hours by subject to inspection by persons entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The board of directors may appoint one or more transfer agents and one or more registrars with respect to the certificates or uncertificated securities representing stock of the corporation, and may require all such certificates to bear the signature of either or both. The board of directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for stock shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such stock, and until registered by a registrar, if at such date the corporation had a registrar for such stock.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The board of directors shall have power to close the stock ledgers of the corporation for a period of not to exceed sixty (60) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose.
(b) In lieu of closing the stock ledgers as aforesaid, the board of directors may fix in advance a date not exceeding sixty (60) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining any such consent, as a date for the determination of the stockholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent.
(c) If the stock ledgers shall be closed or a record date set for the purpose of determining stockholders entitled to notice or to vote at a meeting of stockholders, such books shall be closed for or such record date shall be at least ten days immediately preceding such meeting.
Section 6.07 Lost or Damaged Certificates. The corporation may issue a new certificate for stock or uncertificated securities of the corporation in place of any certificate theretofore issued by it alleged to have been lost or destroyed, and the board of directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond in such form and amount as the board of directors may direct, and with such surety or sureties as may be satisfactory to the board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate or uncertificated securities may be issued without requiring any bond when, in the judgment of the board of directors, it is proper to do so.
ARTICLE VII-EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The board of directors may designate an executive committee and such other committees as the board of directors may deem appropriate, each of which committees shall consist of one or more directors. Members of the executive committee and of any such other committee shall be designated annually at the annual meeting of the board of directors; provided however, that at any time the board of directors may abolish or reconstitute the executive committee or any such other committee. Each member of the executive committee and of any such other committee shall hold office until his successor shall have been designated or until his resignation or removal in the manner provided in these bylaws.
Section 7.02 Powers. During the intervals between meetings of the board of directors, the executive committee shall have and may exercise all powers of the board of directors in the management of the business and affairs of the corporation, except for the power to fill vacancies in the board of directors or to amend these bylaws, and except for such powers as by law may not be delegated by the board of directors to an executive committee.
Section 7.03 Proceedings. The executive committee and such other committees as may be designated hereunder by the board of directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it shall determine from time to time. It will keep record of its proceedings and shall report such proceedings to the board of directors at the meeting of board of directors next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the executive committee, and of such other committees as

9



may be designated hereunder by the board of directors, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at, any meeting at which a quorum is preset shall be the act of such committee. The members of the executive committee and of such other committees as may be designated hereunder by the board of directors, shall act only as a committee, and the individual members thereof shall have no powers as such.
Section 7.05 Resignations. Any member of the executive committee, and of such other committees as may be designated hereunder by the board of directors, may resign at any time by delivering a written resignation to either the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he is a member, if any shall have been appointed and shall be in office. Unless otherwise specified therein, such resignation shall take effect on delivery.
Section 7.06 Removal. The board of directors may at ant any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause.
Section 7.07 Vacancies. If any vacancy shall occur in the executive committee or of any other committee designated by the board of directors hereunder, by reason of disqualification, death, resignation, removal, or removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and continued to act, unless such committee consisted of more than one member prior to the vacancy or vacancies and is left with only one member as a result thereof. Such vacancy may be filled at any meeting of the board of directors.
Section 7.08 Compensation. The board of directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of the said committee.
ARTICLE VIII-INDEMNIFICATION, INSURANCE AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceedings, or civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another, corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment order, settlement, conviction, or a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine on application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. Any other indemnification under sections 8.01 or 8.02 hereof, unless ordered by a court shall be made by the corporation only in the specific case on a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard or conduct set forth in sections 8.01 or 8.02 hereof. Such determination shall be made either (i) by the board of directors by a majority vote of quorum consisting of directors who were not parties to such action, suit, or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable a quorum

10



of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders by a majority vote of a quorum of stockholders at any meeting duly called for such purpose.
Section 8.04 Advances. Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding on receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by this section. Such expenses incurred by other employees and agents may be so paid on such terms and conditions, if any, as the board of directors deems appropriate.
Section 8.05 Scope of Indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, sections 8.01, 8.02, and 8.04:
(a) Shall not be deemed exclusive of an other rights to which those seeking indemnification or advancement of expenses may be entitled, under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, as to action in his official capacity and as to action in another capacity while holding such office; and
(b) Shall, unless otherwise provided when authorized or ratified, continue as to a person who ceased to be a director, officer, employee, or age of the corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 8.06 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against any such liability.
Section 8.07 Officer and Director Contracts. No contract or other transaction between the corporation and one or more of its directors or officers, or between the corporation and any corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors, officers, or have a financial interest, is either void or voidable solely on the basis of such relationship or solely because any such director or officer is present at or participates in the meeting of the board of directors or a committee thereof which authorizes the contract or transaction, or solely because the vote or votes of each director or officer are counted for such purpose, if:
(a) The material facts of the relationship or interest are disclosed or known to the board of directors or committee and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors be less than a quorum;
(b) The material facts of the relationship or interest is disclosed or known to the stockholders and they approve or ratify the contract or transaction in good faith by a majority vote of the shares voted at a meeting of stockholders called for such purpose or written consent of stockholders holding a majority of the shares entitled to vote (the votes of the common or interested directors or officers shall be counted in any such vote of stockholders); or
(c) The contract or transaction is fair as to the corporation at the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the stockholders.
ARTICLE IX-FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the board of directors.
ARTICLE X-DIVIDENDS
The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding stock in the manner and on the terms and conditions provided by the certificate of incorporation and by laws.
ARTICLE XI-AMENDMENTS
All bylaws of the corporation, whether adopted by the board of directors or the stockholders, shall be subject to amendment, alteration, or repeal, and new bylaws may be made, except that:
(a) No bylaw adopted or amended by the stockholders shall be altered or repealed by the board of directors; and

11



(b) No bylaw shall be adopted by the board directors which shall require more than the stock representing a majority of the voting power for a quorum at a meeting of stockholders, or more than a majority of the votes cast to constitute action by the stockholders, except where higher percentages are required by law, provided, however , that
(i) If any bylaw regulating an impending election of directors is adopted or amended or repealed by the board of directors, there shall be set forth in the notice of the next meeting of the stockholders for the election of directors, the bylaws so adopted or amended or repealed, together with a concise statement of the changes made; and
(ii) No amendment, alteration, or repeal of this article XI shall be made except by the stockholders.


12


Exhibit 3.2


Bylaws Amendment


The Fourth Amended and Restated Bylaws (the “Bylaws”) of Fibrocell Science, Inc., a Delaware corporation, are hereby amended, effective as of April 20, 2015 as follows:
1.         Section 2.09 is deleted in its entirety and replaced with the following:
Section 2.09 Vote Required . When a quorum is present at any meeting of stockholders, except as otherwise expressly provided for by statute, the Company’s certificate of incorporation or these bylaws, (i) in all matters other than the election of directors, the affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders and (ii) directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.”

2.         Except to the extent amended hereby, all of the terms, provisions and conditions set forth in the Bylaws are hereby ratified and confirmed and shall remain in full force and effect.  The Bylaws and this amendment shall be read and construed together as a single instrument.





Exhibit 10.2

FIBROCELL SCIENCE, INC.
2009 EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION GRANT
This STOCK OPTION GRANT, dated as of _________________ (the “Date of Grant”), is delivered by Fibrocell Science, Inc. (the “Company”) to _______________ (the “Grantee”).
RECITALS
The Fibrocell Science, Inc. 2009 Equity Incentive Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. The Compensation Committee of the Committee of Directors of the Company, or if no such entity exists, the entire Board of Directors (the “Committee”) has decided to make a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its shareholders.
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:
1.
Grant of Option . Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase ___________ shares of common stock of the Company (“Shares”) at an exercise price of $_________ per Share. The Option shall become exercisable according to Paragraph 2 below.
2. Exercisability of Option . The Option shall become exercisable on the following dates, if the Grantee is employed by, or providing service to, the Employer (as defined in the Plan) on the applicable date:
 
Date
Shares for Which the Option is Exercisable
 
 
______________________
_____________
 
 
______________________
_____________
 
 
______________________
_____________
 
 
______________________
_____________
 
The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share.
3.
Term of Option .
(a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan.
(b) The Option shall automatically terminate upon the happening of the first of the following events:
(i) The expiration of the three-month period after the Grantee ceases to be employed by, or provide service to, the Employer, if the termination is for any reason other than Disability (as defined in the Plan), death or Cause (as defined in the Plan).
(ii) The expiration of the one‑year period after the Grantee ceases to be employed by, or provide service to, the Employer on account of the Grantee’s Disability.
(iii) The expiration of the one‑year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or while the Option remains outstanding as described in subparagraph (i) or (ii) above.





(iv) The date on which the Grantee ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall immediately terminate.
Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Employer shall immediately terminate.
4.
Exercise Procedures .
(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Committee from time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares of the Company, which shall be valued at their fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (iv) by such other method as the Committee may approve. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate.
(c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.
5. Change of Control . The provisions of the Plan applicable to a Change of Control shall apply to any portion of the Option that remains outstanding upon the occurrence of a Change of Control, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.
6. Restrictions on Exercise . Except as the Committee may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.
7. Grant Subject to Plan Provisions . This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the Shares, (iii) changes in capitalization of the Company and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.
8. No Employment or Other Rights . The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.
9. No Shareholder Rights . Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a shareholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.





10. Assignment and Transfers . Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.
11. Applicable Law . The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.
12. Notice . Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at 405 Eagleview Blvd., Exton, PA 19341, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

FIBROCELL SCIENCE, INC.

By:                         


I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.

Grantee:                         
Date:                              








Exhibit 10.3
FIBROCELL SCIENCE, INC.
2009 EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION GRANT
This STOCK OPTION GRANT, dated as of _________________ (the “Date of Grant”), is delivered by Fibrocell Science, Inc. (the “Company”) to _______________ (the “Grantee”).
RECITALS
The Fibrocell Science, Inc. 2009 Equity Incentive Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. The Compensation Committee of the Committee of Directors of the Company, or if no such entity exists, the entire Board of Directors (the “Committee”) has decided to make a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its shareholders.
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:
1.
Grant of Option . Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase ___________ shares of common stock of the Company (“Shares”) at an exercise price of $_________ per Share. The Option shall become exercisable according to Paragraph 2 below.
2. Exercisability of Option . The Option shall become exercisable on the following dates, if the Grantee is providing service to the Company as a member of its Board of Directors on the applicable date:
 
Date
Shares for Which the Option is Exercisable
 
 
______________________
_____________
 
 
______________________
_____________
 
 
______________________
_____________
 
 
______________________
_____________
 
The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share. Any portion of the Option that is not exercisable at the time the Grantee ceases to be a member of the Board of Directors shall immediately terminate.
3.
Term of Option . The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. Notwithstanding anything to the contrary in the Plan, the Option shall not terminate due to the termination of service, death, or Disability of the Grantee.
4. Exercise Procedures .
(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Committee from time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares of the Company, which shall be valued at their fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (iv) by such other method as the Committee may approve. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee,





including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate.
(c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.
5. Change of Control . The provisions of the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.
6. Restrictions on Exercise . Except as the Committee may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.
7. Grant Subject to Plan Provisions . This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the Shares, (iii) changes in capitalization of the Company and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.
8. No Service or Other Rights . The grant of the Option shall not confer upon the Grantee any right to be retained by or in the service of the Company.
9. No Shareholder Rights . Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a shareholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.
10. Assignment and Transfers . Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.
11. Applicable Law . The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.
12. Notice . Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at 405 Eagleview Blvd., Exton, PA 19341, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the books and records of the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.
FIBROCELL SCIENCE, INC.

By:                         




I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.

Grantee:                         
Date:                         




 






Exhibit 10.4

FIBROCELL SCIENCE, INC.
2009 EQUITY INCENTIVE PLAN
INCENTIVE STOCK OPTION GRANT
This STOCK OPTION GRANT, dated as of _______________, (the “Date of Grant”), is delivered by Fibrocell Science, Inc. (the “Company”) to _______________ (the “Grantee”).
RECITALS
The Fibrocell Science, Inc. 2009 Equity Incentive Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. The Compensation Committee of the Committee of Directors of the Company, or if no such entity exists, the entire Board of Directors (the “Committee”) has decided to make a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its shareholders.
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:
1.
Grant of Option .
(a) Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee an incentive stock option (the “Option”) to purchase ____ shares of common stock of the Company (“Shares”) at an exercise price of $_____ per Share. The Option shall become exercisable according to Paragraph 2 below.
(b) The Option is designated as an incentive stock option, as described in Paragraph 5 below. However, if and to the extent the Option exceeds the limits for an incentive stock option, as described in Paragraph 5, such portion of the Option shall be a nonqualified stock option.
2. Exercisability of Option . The Option shall become exercisable on the following dates, if the Grantee is employed by, or providing service to, the Employer (as defined in the Plan) on the applicable date:
 
Date
Shares for Which the Option is Exercisable
 
 
______________________
_____________
 
 
______________________
_____________
 
 
______________________
_____________
 
 
______________________
_____________
 
The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share.
3.
Term of Option .
(a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan.
(b) The Option shall automatically terminate upon the happening of the first of the following events:
(i) The expiration of the three-month period after the Grantee ceases to be employed by, or provide service to, the Employer, if the termination is for any reason other than Disability (as defined in the Plan), death or Cause (as defined in the Plan).
(ii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer on account of the Grantee’s Disability.





(iii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or while the Option remains outstanding as described in subparagraph (i) or (ii) above.
(iv) The date on which the Grantee ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall immediately terminate.
Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Employer shall immediately terminate.
4.
Exercise Procedures .
(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Committee from time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares of the Company, which shall be valued at their fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (iv) by such other method as the Committee may approve. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate.
(c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.
5.
Designation as Incentive Stock Option .
(a) This Option is designated an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). If the aggregate fair market value of the stock on the date of the grant with respect to which incentive stock options are exercisable for the first time by the Grantee during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a nonqualified stock option that does not meet the requirements of Section 422. If and to the extent that the Option fails to qualify as an incentive stock option under the Code, any such portion of the Option shall remain outstanding according to its terms as a nonqualified stock option.
(b) The Grantee understands that favorable incentive stock option tax treatment is available only if the Option is exercised while the Grantee is an employee of the Company or a parent or subsidiary of the Company or within a period of time specified in the Code after the Grantee ceases to be an employee. The Grantee understands that the Grantee is responsible for the income tax consequences of the Option, and, among other tax consequences, the Grantee understands that he or she may be subject to the alternative minimum tax under the Code in the year in which the Option is exercised. The Grantee will consult with his or her tax adviser regarding the tax consequences of the Option.
(c) The Grantee agrees that the Grantee shall immediately notify the Company in writing if the Grantee sells or otherwise disposes of any Shares acquired upon the exercise of the Option and such sale or other disposition occurs on or before the later of (i) two years after the Date of Grant or (ii) one year after the exercise of the Option. The Grantee also agrees to provide the Company with any information requested by the Company with respect to such sale or other disposition.





6. Change of Control . The provisions of the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.
7. Restrictions on Exercise . Only the Grantee may exercise the Option during the Grantee’s lifetime. After the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.
8. Grant Subject to Plan Provisions . This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the Shares, (iii) changes in capitalization of the Company and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.
9. No Employment or Other Rights . The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.
10. No Shareholder Rights . Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a shareholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.
11. Assignment and Transfers . The rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.
12. Applicable Law . The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.
13. Notice . Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at 405 Eagleview Blvd., Exton, PA 19341, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.


FIBROCELL SCIENCE, INC.



By:                         





I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.


Grantee:                         
Date:                         







Exhibit 31.1
 
OFFICER’S CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, David Pernock, certify that:
1.  I have reviewed this Quarterly Report on Form 10-Q of Fibrocell Science, Inc.;
2.  Based on my knowledge,  this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made not misleading with respect to the period covered by this report;
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
May 8, 2015
 
By:
/s/ David Pernock
 
 
David Pernock
 
 
Chief Executive Officer
 
 
 
 





Exhibit 31.2
 
OFFICER’S CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Keith A. Goldan, certify that:
1.  I have reviewed this Quarterly Report on Form 10-Q of Fibrocell Science, Inc.;
2.  Based on my knowledge,  this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made not misleading with respect to the period covered by this report;
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
May 8, 2015
 
By:
/s/ Keith A. Goldan
 
 
Keith A. Goldan
 
 
SVP and Chief Financial Officer
 
 
 
 





Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 of Fibrocell Science, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Pernock, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m or 78o(d)); and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date:
May 8, 2015
 
By:
/s/ David Pernock
 
 
David Pernock
 
 
Chief Executive Officer
 
 
 
 
 
A signed original of this written statement required by Section 906 has been provided to Fibrocell Science, Inc. and will be retained by Fibrocell Science, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.





Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 of Fibrocell Science, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith A. Goldan, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m or 78o(d)); and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date:
May 8, 2015
 
By:
/s/ Keith A. Goldan
 
 
Keith A. Goldan
 
 
SVP and Chief Financial Officer
 
 
 
 
 
A signed original of this written statement required by Section 906 has been provided to Fibrocell Science, Inc. and will be retained by Fibrocell Science, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.