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FCSC > SEC Filings for FCSC > Form 8-K on 29-Apr-2013All Recent SEC Filings

Show all filings for FIBROCELL SCIENCE, INC. | Request a Trial to NEW EDGAR Online Pro



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financia

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.

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

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