Fibrocell Announces Convertible Debt and Warrant Financing of Up to $25 Million
August 09 2016 - 8:30AM
Fibrocell Science, Inc. (NASDAQ:FCSC) today announced that it has
terminated the previously announced underwritten public offering of
common stock and warrants in order to enter into another financing
transaction on more favorable terms. The financing
transaction provides for the issuance of up to $25.0 million in
aggregate principal amount of convertible promissory notes (the
Notes) and warrants to purchase common stock (the Warrants) to
investors in a private placement in one or more closings (the
Financing). The Financing is greater than 50% subscribed and
is not subject to any minimum aggregate investment amount.
The initial closing of the Financing is expected to occur as soon
as reasonably possible. Fibrocell intends to use the net proceeds
of the Financing for the continued clinical and pre-clinical
development of its product candidates and for other general
corporate purposes.
In the initial closing of the Financing,
Fibrocell will issue 10-year Notes that are convertible into
Fibrocell common stock at a conversion price of $1.13625 per share
and will accrue interest at a rate of 4% per annum. Interest may be
paid or accrued, at the option of the Company. Upon the fifth
anniversary of the issuance of the Notes and until they mature,
each investor has the right to require the Company to repay all or
any portion of the unpaid principal and accrued and unpaid
interest.
Each $1 of principal invested in the Notes
entitles the investor to a 5-year warrant to purchase one (1) share
of the Company’s common stock at an exercise price equal to $1.50
per share. The warrants can be exercised on a cashless
basis.
The Offering of the Notes and Warrants has not
been registered under the Securities Act of 1933, as amended (the
Securities Act), and the Notes and Warrants may not be offered or
sold in the United States absent registration under the Securities
Act or an applicable exemption from registration requirements.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction.
Forward-Looking Statements
This press release contains, and our officers
and representatives may from time to time make, statements that are
“forward-looking statements” within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. All statements that are not historical facts are hereby
identified as forward-looking statements for this purpose and
include, among others, statements relating to: Fibrocell’s
expectations regarding the initial closing of the sale of Notes and
Warrants in the private placement, the potential aggregate
investment amount in the private placement, its use of the proceeds
from the private placement; and other statements regarding
Fibrocell’s future operations, financial performance and financial
position, prospects, strategies, objectives and other future
events.
Forward-looking statements are based upon
management’s current expectations and assumptions and are subject
to a number of risks, uncertainties and other factors that could
cause actual results and events to differ materially and adversely
from those indicated herein including, among others: Fibrocell’s
ability to obtain additional investment commitments; Fibrocell’s
ability to close the private placement; general market conditions;
and the risks, uncertainties and other factors discussed under the
caption “Item 1A. Risk Factors” in Fibrocell’s most recent Form
10-K filing and Form 10-Q filing. As a result, you are cautioned
not to place undue reliance on any forward-looking statements.
While Fibrocell may update certain forward-looking statements from
time to time, Fibrocell specifically disclaims any obligation to do
so, whether as a result of new information, future developments or
otherwise.
Investor Relations Contact:
John Woolford
Westwicke Partners
443.213.0506
john.woolford@westwicke.com
Fibrocell Science (NASDAQ:FCSC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Fibrocell Science (NASDAQ:FCSC)
Historical Stock Chart
From Jul 2023 to Jul 2024