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

Item 3. Related Persons

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

Item 3. Related Persons

Name
PAUL HOPPER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROBERT LANGER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
KELVIN MOORE
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)
$1,000,001 - $5,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
03/04/2010

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
  • Option, Warrant or Other Right to Acquire Another Security
  • Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

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
4575

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
44 WALL STREET
NEW YORK, NY 10005
States of Solicitation
  • CT
  • NJ
  • NY

Item 12. Sales Compensation

Recipient
VIRIATHUS CAPITAL
Recipient CRD Number
NONE
(Associated) Broker or Dealer)
JOHN CARRIS INVESTMENTS LLC
(Associated) Broker or Dealer CRD Number
145767
Address
2 RECTOR STREET, 16TH FLOOR
NEW YORK, NY 10006
States of Solicitation
  • CT
  • NJ
  • NY

Item 13. Offering and Sales Amounts

Total Offering Amount
3807500
Total Amount Sold
3807500
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:
23

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
304600.0
Finders' Fees
0.0
Clarification of Response
$304,600 IN CASH PLUS WARRANTS TO PURCHASE 406,133 SHARES OF COMMON STOCK AT $0.75 PER SHARE

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
DECLAN DALY
Signer Name
DECLAN DALY
Signer Title
CFO
Signature Date
03/29/2010

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