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
ROBERT LANGER
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
GEORGE J. KORKOS
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 - $1,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
05/14/2012

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
  • Option, Warrant or Other Right to Acquire Another 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
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 12. Sales Compensation

Recipient
JOHN THOMAS FINANCIAL INC.
Recipient CRD Number
40982
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
14 WALL STREET
23RD FLOOR
NEW YORK, NY 10005
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
12000000
Total Amount Sold
3353000
Total Remaining to be Sold
8647000
Clarification of Response
TOTAL OFFERING AMOUNT INCLUDES $3,000,000 OVER-SUBSCRIPTION AMOUNT.

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:
63

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
1200000.0 Is an estimate
Finders' Fees
0.0
Clarification of Response
ASSUMES SALE OF TOTAL OFFERING AMOUNT. EXCLUDES (I) 3% EXPENSE ALLOWANCE AND (II) WARRANTS TO PURCHASE SHARES OF COMMON STOCK.

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/ DAVID PERNOCK
Signer Name
DAVID PERNOCK
Signer Title
CHIEF EXECUTIVE OFFICER
Signature Date
05/17/2012

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