Fibrocell Announces Closing of $4.0 Million Registered Direct Offering
July 05 2018 - 4:05PM
Fibrocell Science, Inc. (NASDAQ:FCSC), a gene therapy company
focused on transformational autologous cell-based therapies for
skin and connective tissue diseases, today announced the closing of
its previously announced registered direct offering of 1,474,080
shares of its common stock which was priced at-the-market at a
purchase price of $2.69 per share, for gross proceeds of
approximately $3.9 million. Additionally, in a concurrent private
placement, Fibrocell issued unregistered warrants to purchase
a total of 958,152 shares of its common stock, representing 65% of
the shares of common stock purchased in the registered direct
offering. Each warrant was sold at a price of $0.125 per underlying
warrant share, for gross proceeds of approximately $0.1 million.
Each warrant is exercisable immediately at an exercise price of
$2.70 per share and will expire five and one-half years from the
issuance date.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The net proceeds of the offering are estimated
to be approximately $3.5 million, after deducting placement agent
fees and other estimated offering expenses. Fibrocell intends to
use the net proceeds from this offering for the continued clinical
and pre-clinical development of its product candidates, FCX-007 and
FCX-013, and for other general corporate purposes.
The shares of common stock (but not the warrants
or the shares of common stock underlying the warrants) were offered
by Fibrocell by means of a prospectus supplement dated July 2, 2018
and an accompanying base prospectus dated February 9, 2016 that
form a part of a "shelf" registration statement on Form S-3 that
was filed and declared effective by the Securities and Exchange
Commission ("SEC") on February 9, 2016 (File No. 333-209077).
Copies of the final prospectus supplement and
accompanying base prospectus may be obtained on the SEC's website
at http://www.sec.gov or by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd
Floor, New York, NY 10022, by phone at 646-975-6996 or
e-mail at placements@hcwco.com.
The warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Act"), and Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the warrants, have not been registered under the Act, or applicable
state securities laws. Accordingly, the warrants and underlying
shares of common stock may not be offered or sold in the United
States except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the Act
and such applicable state securities laws.
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 an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Fibrocell
Fibrocell is an autologous cell and gene therapy
company translating personalized biologics into medical
breakthroughs for diseases affecting the skin and connective
tissue. Fibrocell’s most advanced product candidate, FCX-007,
is the subject of a Phase 1/2 clinical trial for the treatment of
recessive dystrophic epidermolysis bullosa. Fibrocell is also
developing FCX-013, the Company’s product candidate for the
treatment of moderate to severe localized scleroderma.
Fibrocell’s gene therapy portfolio is being developed in
collaboration with Precigen, Inc., a wholly owned subsidiary of
Intrexon Corporation (NYSE:XON), a leader in synthetic
biology.
Trademarks
Fibrocell, the Fibrocell logo and Fibrocell
Science are trademarks of Fibrocell Science, Inc. and/or its
affiliates. All other names may be trademarks of their respective
owners.
Forward-Looking Statements
This press release contains, and Fibrocell’s
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 the
expected use of proceeds of the offering.
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: risks and
uncertainties associated with market conditions, the timing, costs
and results of pre-clinical and clinical trials, 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 filings. 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 & Media Relations
ContactKaren Casey484.713.6133kcasey@fibrocell.com
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