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Published on 7/16/2012 in the Prospect News PIPE Daily.

Fibrocell completes $9.1 million private placement of preferred units

Biotech company sells preferreds with warrants for 4,000 shares

By Devika Patel

Knoxville, Tenn., July 16 - Fibrocell Science, Inc. said it settled a $9.1 million private placement of series E convertible preferred stock. The company raised $3.35 million in the first tranche on May 14 as well as $2.36 million on May 24, $945,000 on May 30, $1.19 million on June 7 and $507,000 on June 28.

The company sold 9,100 preferreds at $1,000 per preferred. It sold 3,353 preferreds in the first tranche, 2,364 preferreds in the second, 945 preferreds in the third tranche, 1,192 preferreds in the fourth tranche and 507 preferreds in the fifth tranche.

Each share of preferred stock will be convertible at any time into a number of shares determined by dividing the stated value of each preferred by the conversion price, which is $0.25. The company may force conversion after six months if the volume-weighted average price for the 20 consecutive trading days exceeds 200% of the conversion price.

Investors also received warrants for 4,000 common shares for every preferred bought. The warrants are each exercisable at $0.30 per share for five years. The strike price reflects a 9.09% discount to the $0.33 closing share price on May 14.

John Carris Investments LLC and John Thomas Financial, Inc. were the agents.

Fibrocell is a biotechnology company based in Exton, Pa.

Issuer:Fibrocell Science, Inc.
Issue:Series E convertible preferred stock
Amount:$9.1 million
Shares:9,100
Price:$1,000
Conversion price:$0.25
Call:May force conversion after six months if the volume-weighted average price for the 20 consecutive trading days exceeds 200% of the conversion price
Warrants:4,000 warrants per preferred
Warrant expiration:Five years
Warrant strike price:$0.30
Agents:John Carris Investments LLC and John Thomas Financial, Inc.
Settlement dates:May 14 (for $3,353,000), May 24 (for $2,364,000), May 30 (for $945,000), June 7 (for $1,192,000), June 28 (for $507,000), July 16
Stock symbol:OTCBB: FCSC
Stock price:$0.22 at close May 23
Market capitalization:$20.06 million

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