8-K

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): August 28, 2014

FIBROCELL SCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31564	87-0458888
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

405 EAGLEVIEW BLVD., EXTON, PA 19341

(Address of Principal Executive Office) (Zip Code)

(484) 713-6000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On August 28, 2014, the Compensation Committee of the Board of Directors of Fibrocell Science, Inc. (the “Company”) approved a salary increase for Gregory Weaver, the Company’s Senior Vice President and Chief Financial Officer, from $300,000 to $330,000.  This salary increase was documented in an amendment dated September 2, 2014 (the “Amendment”) to Mr. Weaver’s employment agreement originally dated August 26, 2013.

A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment to Employment Agreement, dated September 2, 2014, by and between the Company and Gregory Weaver.

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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.

	FIBROCELL SCIENCE, INC.
	By:	/s/ Gregory Weaver
		Gregory Weaver
		Chief Financial Officer
Date: September 3, 2014

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment to Employment Agreement, dated September 2, 2014, by and between the Company and Gregory Weaver.

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EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT (this “Amendment”) is entered into as of September 2, 2014 by and between Fibrocell Science, Inc. (the “Company”) and Gregory Weaver (“Executive”).

WHEREAS, the Company and Executive are parties to an employment agreement, dated August 26, 2013 (the “Employment Agreement”);

WHEREAS, Section 18 of the Employment Agreement provides that the Company and Executive may amend the Employment Agreement by mutual agreement in writing; and

WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth herein.

NOW THEREFORE, in consideration of the premises and the mutual benefits to be derived herefrom and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Section 2(a) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

“(a).  Base Salary.   The Company shall pay to Executive an annual base salary (“Base Salary”) of $330,000, less applicable withholdings and deductions, in accordance with the Company’s normal payroll procedures.  The Base Salary shall be reviewed on an annual basis by the Compensation Committee of the Company’s Board of Directors and may be adjusted from time to time by the Compensation Committee.”

2.Capitalized terms not defined herein shall have the meaning set forth in the Employment Agreement. All other provisions of the Employment Agreement not amended by this Amendment shall continue in full force and effect.

3.This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

<signature page follows>

The Company has caused this Amendment to be executed by its duly authorized officer, and Executive has executed this Amendment, in each case on the date first set forth above.

FIBROCELL SCIENCE, INC.
By:	/s/ David Pernock
Title:	Chairman & CEO
GREGORY WEAVER
/s/ Gregory Weaver

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