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