Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
FIBROCELL SCIENCE, INC.
Jurisdiction of Incorporation/Organization
DELAWARE
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
JOHN M. MASLOWSKI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Item 3. Related Persons

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

Item 3. Related Persons

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

Item 3. Related Persons

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

Item 3. Related Persons

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

Item 3. Related Persons

Name
CHRISTINE ST.CLARE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DOUGLAS J. SWIRSKY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
CHAIRMAN OF THE BOARD

Item 4. Industry Group

BIOTECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
07/02/2018

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

  • 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
0

Item 12. Sales Compensation

Recipient
H.C. WAINWRIGHT CO., LLC
Recipient CRD Number
375
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
430 PARK AVENUE
NEW YORK, NY 10022
States of Solicitation
  • FL
  • IL
  • NJ
  • TX

Item 13. Offering and Sales Amounts

Total Offering Amount
3064216
Total Amount Sold
3064216
Total Remaining to be Sold
0
Clarification of Response
THE WARRANTS AND UNDERLYING SHARES OF COMMON STOCK INCLUDE WARRANTS (I) TO PURCHASE 958,152 SHARES OF COMMON STOCK ISSUED TO CERTAIN INSTITUTIONAL INVESTORS AND (II) TO PURCHASE 103,186 SHARES OF COMMON STOCK ISSUED TO H.C. WAINWRIGHT (HCW WARRANTS)

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:
3

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
8384.0
Finders' Fees
0.0
Clarification of Response
H.C. WAINWRIGHT RECEIVED THE ABOVE SALES COMMISSIONS IN CONNECTION WITH THE PRIVATE PLACEMENT OF WARRANTS. IT ALSO RECEIVED THE HCW WARRANTS IN CONNECTION WITH A REGISTERED DIRECT OFFERING BY THE COMPANY.

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
/S/ JOHN M. MASLOWSKI
Signer Name
JOHN M. MASLOWSKI
Signer Title
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Signature Date
07/17/2018

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