Form D
View Original Filing
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
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)
Clarification of Response
Item 3. Related Persons
Name
ROBERT LANGER
Address
subscription required
Relationship(s)
Clarification of Response
Item 3. Related Persons
Name
MARC MAZUR
Address
subscription required
Relationship(s)
Clarification of Response
Item 3. Related Persons
Name
GEORGE J. KORKOS
Address
subscription required
Relationship(s)
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:
08/03/2011
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
10000
Item 12. Sales Compensation
Recipient
RODMAN RENSHAW, LLC
Recipient CRD Number
16415
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
1251 AVENUE OF THE AMERICAS
20TH FLOOR
NEW YORK, NY 10020
States of Solicitation
Item 12. Sales Compensation
Recipient
GLEACHER COMPANY SECURITIES, INC.
Recipient CRD Number
298
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
1290 AVENUE OF THE AMERICAS
4TH FLOOR
NEW YORK, NY 10104
States of Solicitation
Item 12. Sales Compensation
Recipient
JOHN CARRIS INVESTMENTS
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
Item 13. Offering and Sales Amounts
Total Offering Amount
22800000
Total Amount Sold
22800000
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:
75
Item 15. Sales Commissions and Finders' Fees Expenses
Sales Commissions:
1595660.0
Finders' Fees
0.0
Clarification of Response
THE PLACEMENT AGENTS WILL BE ISSUED FIVE-YEAR WARRANTS TO PURCHASE A NUMBER OF SHARES OF COMMON STOCK EQUAL TO 3% OF THE GROSS PROCEEDS OF THE OFFERING DIVIDED BY THE TRAILING VOLUME WEIGHTED AVERAGE PRICE FOR THE FIVE DAYS PROCEEDING THE CLOSING DATE.
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
08/18/2011