FIBROCELL SCIENCE, INC. (NASDAQ:FCSC) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modifications to Rights of Security Holders.
incorporated herein by reference.
Change in Fiscal Year.
(the Company) held a Special Meeting of Stockholders (the Special
Meeting), at which the Company’s stockholders approved an
amendment to the Company’s Restated Certificate of Incorporation,
as amended (the Certificate of Incorporation), to effect a reverse
stock split of the Company’s outstanding shares of common stock,
par value $0.001 (the Common Stock), at a ratio within a range from
1-for-3 to 1-for-10, with the final ratio to be determined by the
Company’s Board of Directors (the “Board”), in its sole
discretion.
reverse stock split of the Common Stock (Reverse Stock Split). On
March 10, 2017, the Company filed a Certificate of Amendment
(Certificate of Amendment) to the Certificate of Incorporation with
the Secretary of State of the State of Delaware to effect the
Reverse Stock Split. to the Certificate of Amendment, effective as
of 5:00 p.m. Eastern Time on March 10, 2017, each outstanding share
of Common Stock will automatically combine into 1/3rd>of
a share of Common Stock. No fractional shares will be issued as a
result of the Reverse Stock Split. Any fractional shares that would
have otherwise resulted from the Reverse Stock Split will be
rounded up to the next whole number of shares.
outstanding shares of Common Stock. The Reverse Stock Split will
also affect the Companys outstanding convertible preferred stock,
stock options, warrants and other exercisable or convertible
instruments, all of which will be adjusted proportionately to
reflect the Reverse Stock Split. Each stockholder’s percentage
ownership in the Company and proportional voting power remains
unchanged after the Reverse Stock Split, except for minor changes
resulting from the rounding up of fractional shares.
outstanding shares of Common Stock will be adjusted from 44,079,447
shares to approximately 14.7 million shares. The number of
authorized shares of Common Stock and preferred stock under the
Certificate of Incorporation remains the same, or 150,000,000 and
5,000,000, respectively.
basis on The Nasdaq Capital Market tier of The Nasdaq Stock Market
at the open of the market on March 13, 2017. The Companys trading
symbol will remain FCSC. The new CUSIP number for the Common Stock
following the Reverse Stock Split is 315721308.
the terms contained in the Certificate of Amendment, a copy of
which is attached to this Current Report on Form 8-K as Exhibit
3.1.
described in Item 5.03. A copy of the press release is filed
herewith as Exhibit 99.1.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of the Restated Certificate of
Incorporation of Fibrocell Science, Inc., as amended |
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99.1
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Press Release dated March 10, 2017
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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 +0.001 at 0.821 with 305,830 shares trading hands.
