UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2013

 

 

FIBROCELL SCIENCE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-31564   87-0458888

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

405 EAGLEVIEW BLVD., EXTON, PA 19341

(Address of Principal Executive Office) (Zip Code)

(484) 713-6000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 26, 2013, Fibrocell Science, Inc. (the “Company”) filed a Certificate of Amendment (“Certificate of Amendment”) to its Restated Certificate of Incorporation (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware, to effect a 1-for-25 reverse stock split of the Company’s common stock (the “Reverse Stock Split”). The Certificate of Amendment will become effective as of April 30, 2013. On April 30, 2013, the Company’s shares will trade in the OTC BB market under the symbol “FCSCD,” with a “D” added for 20 trading days to signify that the reverse stock split has occurred.

As described in the Company’s definitive proxy statement filed with the SEC on August 6, 2012, at the Company’s annual meeting held on September 13, 2012, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of common stock at the specified ratios set forth in the proxy statement. Thereafter, the Company’s Board of Directors determined to effect 1-for-25 reverse stock split and authorized the implementation of such split.

As a result of the Reverse Stock Split, every 25 shares of the Company’s pre-Reverse Stock Split common stock were combined and reclassified into one share of the Company’s common stock. The post-Reverse Stock Split common stock will begin trading on April 30, 2013 with a new CUSIP number of 315721209. The Reverse Stock Split did not change the authorized number of shares or the par value of the common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive a fractional share in connection with the Reverse Stock Split will have their fractional share rounded up to a whole share.

The Company’s transfer agent, American Stock Transfer & Trust Company LLC, is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the exchange of certificates for common stock.

On April 29, 2013, the Company also issued a press release with respect to the Reverse Stock Split described herein.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

  

Description

  3.1    Certificate of Amendment of the Restated Certificate of Incorporation of Fibrocell Science, Inc.
99.1    Press Release dated April 29, 2013


SIGNATURES

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, hereunto duly authorized.

 

Fibrocell Science, Inc.
By:  

/s/ Declan Daly

 

Declan Daly

Chief Financial Officer

Date: April 29, 2013

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF THE RESTATED CERTIFICATE OF INCORPORATION OF

FIBROCELL SCIENCE, INC.

Fibrocell Science, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Restated Certificate of Incorporation of the Corporation, in accordance with the General Corporation Law of Delaware, does hereby make and execute this Certificate of Amendment to the Restated Certificate of Incorporation and does hereby certify that:

1. The provisions of the present Article IV of the Amended and Restated Certificate of Incorporation of the Corporation are amended by adding the following new sentence after the first sentence of Article IV, with no changes to be made to the first sentence or subsequent sentences and provisions of Article IV:

“Effective at 12:01 a.m. Eastern time on April 30, 2013 (the “Effective Time”), each share of issued and outstanding common stock, par value $0.001 per share (the “Old Common Stock”), shall be reclassified as 1/25 th of a share of common stock (the “New Common Stock”), with a par value of $0.001 per share. Each outstanding stock certificate that represented one or more shares of Old Common Stock shall thereafter, automatically and without the necessity of surrendering the same for exchange, represent the number of whole shares of New Common Stock determined by multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by 1/25, and shares of Old Common Stock held in uncertificated form shall be treated in the same manner. Stockholders who would otherwise be entitled to receive fractional share interests of Common Stock shall instead have those fractional shares be rounded up to the nearest whole share.”

2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.

3. The foregoing amendment shall be effective at 12:01 a.m., Eastern Time, on April 30, 2013.

IN WITNESS WHEREOF, I have signed this Certificate this 26 th day of April, 2013.

 

/s/ David Pernock

David Pernock,

President and CEO

Exhibit 99.1

Fibrocell Science Announces One-for-Twenty-Five Reverse Stock Split

Fibrocell has been cleared to submit listing application to the NYSE MKT

Shares of Common Stock Will Begin Trading on a Split-Adjusted Basis on April 30, 2013

Action Expected to Facilitate Listing on NYSE MKT

EXTON, PA., April 29, 2013 — Fibrocell Science, Inc. (OTC BB: FCSC) announced today that it will implement a one-for-twenty-five reverse stock split of its common shares effective at the opening of business on April 30, 2013. The Company has also been cleared to submit a listing application to the NYSE MKT. The Company’s ability to become listed on the NYSE MKT is subject to, among other items, maintaining a minimum market price for its common stock for a sufficient period of time as determined by the exchange.

“We believe the reverse stock split is the last step to obtaining a listing on a national securities exchange, and an uplisting would increase the attractiveness of Fibrocell’s common stock among institutional and retail investors focused on national exchange listed securities,” said David Pernock, CEO and Chairman of the Board Fibrocell Science.

The reverse stock split was approved by shareholders on September 13, 2012 at the Company’s 2012 annual meeting. On April 30, 2013, the Company’s shares will trade in the OTC BB market under the symbol “FCSCD,” with a “D” added for 20 trading days to signify that the reverse stock split has occurred. A new CUSIP number has been assigned to the Company’s common stock as a result of the reverse split. The reverse split reduced the number of shares of outstanding common stock to approximately 26.2 million shares. Informational letters will be sent to all shareholders of record by the Company’s transfer agent, American Stock Transfer & Trust Company. Additional information about the reverse stock split can be found in the Company’s Form 8-K filed today with the Securities and Exchange Commission.

About Fibrocell Science, Inc.

Fibrocell Science, Inc. (FCSC) is an autologous cell therapy company focused on the development of innovative products for aesthetic, medical and scientific applications. Fibrocell Science is committed to advancing the scientific, medical and commercial potential of autologous skin and tissue, as well as its innovative cellular processing technology and manufacturing excellence. For additional information, please visit www.fibrocellscience.com.

Forward-Looking Statements

All statements in this press release that are not based on historical fact are “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, the company’s ability to become listed on a national


securities exchange. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as updated in “Item 1A. Risk Factors” in the Company’s Quarterly Reports on Form 10-Q filed since the annual report. The Company operates in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statements. Readers are also urged to carefully review and consider the other various disclosures in the Company’s public filings with the SEC.