Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
FIBROCELL SCIENCE, INC.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • ISOLAGEN INC
  • AMERICAN FINANCIAL HOLDING INC /DE
  • AMERICAN FINANCIAL HOLDING INC /CO
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

405 EAGLEVIEW BOULEVARD
EXTON, PA 19341
Phone Number: subscription required

Item 3. Related Persons

Name
DAVID PERNOCK
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DECLAN DALY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
KELVIN MOORE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARC MAZUR
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARCUS SMITH
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JULIAN KIRK
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

BIOTECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
$1 - $1,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
10/09/2012

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
1500

Item 12. Sales Compensation

Recipient
BARCLAYS
Recipient CRD Number
19714
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
745 SEVENTH AVENUE
NEW YORK, NY 10019
States of Solicitation
  • MA
  • NJ
  • NY
  • TX
  • VT

Item 12. Sales Compensation

Recipient
MTS SECURITIES, LLC
Recipient CRD Number
104059
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
623 FIFTH AVENUE
14TH FLOOR
NEW YORK, NY 10022
States of Solicitation
  • CA
  • CT
  • IL
  • MA
  • NY
  • VA

Item 12. Sales Compensation

Recipient
JOHN CARRIS INVESTMENTS LLC
Recipient CRD Number
145767
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
40 WALL STREET
17TH FLOOR
NEW YORK, NY 10005
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
45000000
Total Amount Sold
45000000
Total Remaining to be Sold
0
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
114

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
2700000.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
FIBROCELL SCIENCE, INC.
Issuer Signature
DAVID PERNOCK
Signer Name
DAVID PERNOCK
Signer Title
CHIEF EXECUTIVE OFFICER
Signature Date
10/15/2012

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