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Published on 9/8/2016 in the Prospect News PIPE Daily.

Fibrocell settles $18.09 million of $25 million 4% convertibles sale

Promissory note sold with five-year warrants for 25 million shares

By Devika Patel

Knoxville, Tenn., Sept. 8 – Fibrocell Science, Inc. completed an $18,087,500 tranche of a $25 million private placement of convertible promissory notes on Sept. 7, according to an 8-K filed Thursday with the Securities and Exchange Commission. The deal priced on Aug. 9 and may raise another $6,912,500.

The notes will mature upon the earlier of Sept. 7, 2026 and 180 days after the company’s product candidate, FCX-007, is approved for the treatment of recessive dystrophic epidermolysis bullosa by the U.S. Food and Drug Administration.

The 4% notes convert to common stock at the greater of $1.13625 and the last closing bid price at settlement plus $0.12625. The note may be put after five years with 180 days’ notice.

Investors also will receive five-year warrants for 25 million common shares, with warrants for 18,087,500 shares issued in the initial tranche. The warrants are exercisable at the greater of $1.50 per share and the last closing bid price at settlement.

Proceeds will be used for clinical and preclinical development and general corporate purposes.

Fibrocell is a biotechnology company based in Exton, Pa.

Issuer:Fibrocell Science, Inc.
Issue:Convertible promissory notes
Amount:$25 million
Maturity:Sept. 7, 2026
Coupon:4%
Conversion price:The greater of $1.13625 and the last closing bid price at settlement plus $0.12625
Put:After five years
Warrants:For 25 million shares
Warrant expiration:Five years
Warrant strike price:The greater of $1.50 per share and the last closing bid price at settlement
Pricing date:Aug. 9
Settlement date:Sept. 7 (for $18,087,500)
Stock symbol:Nasdaq: FCSC
Stock price:$1.00 at close Aug. 8
Market capitalization:$38.23 million

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