Current Report Filing (8-k)
November 22 2019 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 21, 2019
FIBROCELL SCIENCE, INC.
(Exact Name of Registrant as Specified in
its Charter)
DELAWARE
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001-31564
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87-0458888
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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405 EAGLEVIEW BLVD., EXTON, PA 19341
(Address of principal executive offices
and zip code)
(484) 713-6000
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed
from last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-14(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.001
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FCSC
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On November 21, 2019, Fibrocell Science, Inc., a Delaware corporation
(the “Company”), mailed notices to the holders of its outstanding classes of Series A Convertible Preferred Stock,
convertible promissory notes and common stock warrants, as required by the terms of such securities, stating that the Company expects
the closing of the previously announced merger of the Company with Castle Creek Merger Corp., a subsidiary of Castle Creek Pharmaceutical
Holdings, Inc., to occur on December 13, 2019.
Forward-Looking Statements
This current report, and any documents to which the Company
refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to
the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include the
words “anticipates,” “expect,” “believe,” “will,” “intend,” “plan,”
and words of similar substance. Such forward-looking statements are subject to risks and uncertainties that could cause actual
results or performance to differ materially from those expressed in or contemplated by the forward-looking statements, including
the following (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely
affect the Company’s business and the price of the Company’s common stock, (ii) the failure to satisfy any of the conditions
to the consummation of the proposed transaction, including without limitation, obtaining stockholder approval, (iii) the occurrence
of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the outcome of
any legal proceedings that have been or may be instituted against the Company related to the Merger Agreement or the proposed transaction
and (v) other risks described in the Company’s filings with the SEC, such as its most recent Quarterly Report on Form 10-Q
and Annual Report on Form 10-K. The Company assumes no obligation to update or revise publicly the information in this communication,
whether as a result of new information, future events or otherwise, except as otherwise required by law. Readers are cautioned
not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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Fibrocell Science, Inc.
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By:
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/s/ John M. Maslowski
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John M. Maslowski
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President and Chief Executive Officer
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Date: November 21, 2019
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