FIBROCELL SCIENCE, INC. (NASDAQ:FCSC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FIBROCELL SCIENCE, INC. (NASDAQ:FCSC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On December 15, 2016, David Pernock informed the Board of
Directors (the Board) of Fibrocell Science, Inc. (the Company) of
his intention to resign as the Companys Chief Executive Officer
and as a member of the Board, which resignation became effective
on December 16, 2016 (the Separation Date). Mr. Pernocks decision
to resign did not result from any disagreement with the Company
on any matter relating to the Companys operations, policies or
practices. In connection with Mr. Pernocks resignation, the Board
has appointed John M. Maslowski, the Companys Senior Vice
President of Scientific Affairs, as the Companys Chief Executive
Officer and as a member of the Board, effective as of the
Separation Date. A copy of the press release announcing these
leadership changes is attached hereto as Exhibit 99.1.
In connection with his resignation, Mr. Pernock and the Company
entered into a Separation Agreement and General Release, dated
December 18, 2016 (the Separation Agreement), that provides for
the following separation benefits, in each case, subject to Mr.
Pernock agreeing to a release of claims and complying with
certain other continuing obligations contained therein:
the Company will pay Mr. Pernock an amount equal to the
base salary that Mr. Pernock would have earned if he had
remained an employee of the Company from the Separation
Date through January 7, 2017; and
Mr. Pernock is eligible to exercise the vested portion of
the stock option (i.e., 600,000 shares of the Companys
common stock (Common Stock)) granted to him on November 15,
2013 (the 2013 Option) under the Companys 2009 Equity
Incentive Plan, as amended, (the 2009 Plan) until the
original expiration date of the 2013 Option (i.e., November
15, 2023), subject to the terms and conditions of the 2009
Plan and the applicable award agreement. The unvested
portion of the 2013 Option was forfeited by Mr. Pernock as
of the Separation Date.
In addition, the Company will (a) pay any and all of Mr. Pernocks
compensation due and owing to him as of the Separation Date,
including any accrued and unused vacation, in accordance with the
Companys usual compensation and payroll practices, and (b)
reimburse Mr. Pernock for all reasonable unreimbursed business
expenses incurred by him as of the Separation Date in accordance
with the Companys expense reimbursement policy.
In connection with his appointment as Chief Executive Officer,
Mr. Maslowski and the Company entered into an offer letter, dated
December 18, 2016 (the Offer Letter), which amends the Employment
Agreement, dated September 14, 2015, by and between the Company
and Mr. Maslowski. to the Offer Letter, Mr. Maslowskis annual
base salary has been increased to $350,000 per year. Mr.
Maslowski also is eligible to earn an annual performance bonus,
subject to the attainment of annual performance goals as
determined by the Board (or a committee thereof). Mr. Maslowskis
target annual basis will be equal to 50% of his base salary. In
addition, the Company granted Mr. Maslowski an option to purchase
250,000 shares of the Common Stock under the 2009 Plan (the
Maslowski Stock Option). Of the shares of Common Stock underlying
the Maslowski Stock Option, 62,500 shares of Common Stock will
vest and become exercisable on the first anniversary of the grant
date, and the remaining 187,500 shares of Common Stock will vest
and become exercisable in equal quarterly installments
thereafter, subject to Mr. Maslowskis continued employment with
the Company through the applicable vesting date. During Mr.
Maslowskis service as Chief Executive Officer, he will also be
eligible to participate in and be covered on the same basis as
other members of senior management of the Company under all
employee benefit plans and programs maintained by the Company.
Mr. Maslowski, 42 joined the Company in March 2005 and has served
as the Companys Senior Vice President of Scientific Affairs since
September 2015 and from June 2012 to September 2015 as the
Companys Vice President of Scientific Affairs. Prior to joining
the Company, from August 2001 to February 2005, Mr. Maslowski
held various positions at Wyeth Pharmaceuticals, Inc. (now
Pfizer, Inc.), eventually serving as Manufacturing Quality
Assurance Manager. Prior to joining Wyeth, Mr. Maslowski held
various positions with Merck Co. and Teva Pharmaceutical
Industries Ltd. Mr. Maslowski earned a B.S. in Biology from
Ursinus College and an M.S. in Biology from Villanova University.
The foregoing descriptions of the Separation Agreement and Offer
Letter do not purport to be complete, and are qualified in their
entirety by reference to such agreements, filed as Exhibits 10.1
and 10.2, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Separation Agreement and Release of Claims, dated
December 18, 2016, by and between Fibrocell Science,
Inc. and David Pernock.
10.2
Offer Letter, dated December 18, 2016, by and between
Fibrocell Science, Inc. and John M. Maslowski.
99.1
Press Release, dated December 19, 2016.


About FIBROCELL SCIENCE, INC. (NASDAQ:FCSC)

Fibrocell Science, Inc. is an autologous cell and gene therapy company. The Company is focused on discovering and developing localized therapies for diseases affecting the skin, connective tissue and joints. Its product candidate, azficel-T, is in development to treat patients suffering from vocal cord scarring that is either idiopathic or age-related. It is investigating the indication in a Phase II clinical trial. Its gene-therapy product candidate, FCX-007, is in pre-clinical development for the treatment of recessive dystrophic epidermolysis bullosa. Its gene-therapy product candidate, FCX-013, is in pre-clinical development for the treatment of linear scleroderma. Its product, LAVIV (azficel-T), is indicated for the improvement of the appearance of moderate to severe nasolabial fold wrinkles in adults. A third gene-therapy program is focused on the treatment of arthritis. Its product, LAVIV (azficel-T), is focused on improving the appearance of nasolabial fold wrinkles in adults.

FIBROCELL SCIENCE, INC. (NASDAQ:FCSC) Recent Trading Information

FIBROCELL SCIENCE, INC. (NASDAQ:FCSC) closed its last trading session up +0.027 at 0.690 with 64,057 shares trading hands.

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