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FCSC > SEC Filings for FCSC > Form 8-K on 26-Sep-2013All Recent SEC Filings

Show all filings for FIBROCELL SCIENCE, INC.



Entry into a Material Definitive Agreement, Other Events, Financial State

Item 1.01 Entry into a Material Definitive Agreement.

On September 26, 2013, Fibrocell Science, Inc. (the "Company") entered into an underwriting agreement with Barclays Capital Inc., as representative of the several underwriters named therein, relating to an underwritten registered public offering of 11,000,000 shares of Company common stock, par value $0.001 per share, at a public offering price of $4.10 per share for aggregate gross proceeds of $45.1 million, prior to underwriting discounts and offering expenses. The Company has granted the underwriters a 30-day option to purchase up to an additional 1,650,000 shares of common stock to cover over-allotments, if any. Barclays Capital Inc. is acting as sole book running manager. Wedbush Securities Inc. and Griffin Securities are acting as co-managers for the offering.

The offering is being made pursuant to a prospectus supplement dated September 26, 2013 and an accompanying prospectus dated August 28, 2013, pursuant to the Company's shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission on August 15, 2013 and became effective on August 28, 2013 (File No. 333-190649). The offering is expected to close on or about October 1, 2013, subject to the satisfaction of customary closing conditions contained in the underwriting agreement. The underwriting agreement contains customary representations, warranties, and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.

A copy of the underwriting agreement is attached as Exhibit 1.1 and is incorporated herein by reference. The foregoing is only a brief description of the material terms of the underwriting agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit. The prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission. A copy of the opinion of Schiff Hardin LLP relating to the validity of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

On September 26, 2013, the Company issued a press release announcing the entry into the underwriting agreement described in Item 1.01 of this Current Report on Form 8-K. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number                                    Description

1.1          Underwriting Agreement, dated September 26, 2013 by and among
             Fibrocell Science, Inc. and Barclays Capital Inc., as representative
             of the several underwriters named therein.

5.1          Opinion of Schiff Hardin LLP.

23.1         Consent of Schiff Hardin LLP (included in Exhibit 5.1).

99.1         Press release dated September 26, 2013

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