0001140361-12-043799.txt : 20121015
0001140361-12-043799.hdr.sgml : 20121015
20121015172738
ACCESSION NUMBER: 0001140361-12-043799
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121009
FILED AS OF DATE: 20121015
DATE AS OF CHANGE: 20121015
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fibrocell Science, Inc.
CENTRAL INDEX KEY: 0000357097
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 870458888
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 405 EAGLEVIEW BOULEVARD
CITY: EXTON
STATE: PA
ZIP: 19341
BUSINESS PHONE: 484-713-6000
MAIL ADDRESS:
STREET 1: 405 EAGLEVIEW BOULEVARD
CITY: EXTON
STATE: PA
ZIP: 19341
FORMER COMPANY:
FORMER CONFORMED NAME: ISOLAGEN INC
DATE OF NAME CHANGE: 20020320
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN FINANCIAL HOLDING INC /DE
DATE OF NAME CHANGE: 19960330
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN FINANCIAL HOLDING INC /CO
DATE OF NAME CHANGE: 19921008
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KIRK RANDAL J
CENTRAL INDEX KEY: 0001091823
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31564
FILM NUMBER: 121144524
MAIL ADDRESS:
STREET 1: 1881 GROVE AVENUE
CITY: RADFORD
STATE: VA
ZIP: 24141
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: INTREXON CORP
CENTRAL INDEX KEY: 0001356090
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31564
FILM NUMBER: 121144522
BUSINESS ADDRESS:
STREET 1: 1750 KRAFT DRIVE
STREET 2: SUITE 1400
CITY: BLACKSBURG
STATE: VA
ZIP: 24060
BUSINESS PHONE: 301-556-9809
MAIL ADDRESS:
STREET 1: 1750 KRAFT DRIVE
STREET 2: SUITE 1400
CITY: BLACKSBURG
STATE: VA
ZIP: 24060
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NRM VII Holdings I, LLC
CENTRAL INDEX KEY: 0001559558
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31564
FILM NUMBER: 121144523
BUSINESS ADDRESS:
STREET 1: THE GOVERNOR TYLER
STREET 2: 1881 GROVE AVENUE
CITY: RADFORD
STATE: VA
ZIP: 24141
BUSINESS PHONE: 5406337900
MAIL ADDRESS:
STREET 1: THE GOVERNOR TYLER
STREET 2: 1881 GROVE AVENUE
CITY: RADFORD
STATE: VA
ZIP: 24141
3
1
doc1.xml
FORM 3
X0206
3
2012-10-09
0
0000357097
Fibrocell Science, Inc.
FCSC
0001091823
KIRK RANDAL J
C/O THIRD SECURITY, LLC
1881 GROVE AVENUE
RADFORD
VA
24141
0
0
1
0
0001559558
NRM VII Holdings I, LLC
C/O THIRD SECURITY, LLC
1881 GROVE AVENUE
RADFORD
VA
24141
1
0
1
0
0001356090
INTREXON CORP
C/O LEGAL DEPARTMENT
20358 SENECA MEADOWS PARKWAY
GERMANTOWN
MD
20876
0
0
1
0
Common Stock
200000000
I
by NRM VII Holdings
Common Stock
32938000
I
by Intrexon Corporation
Shares were issued in connection with a Securities Purchase Agreement between the issuer and certain accredited investors dated October 5, 2012 (the "Offering"). An aggregate of 450,000,000 shares of common stock of the issuer were sold to the purchasers at a purchase price of $0.10 per share for a total offering amount of $45.0 million. As of October 10, 2012, the Company had received $43.0 million in gross proceeds from the Offering with the remaining $2.0 million in subscribed proceeds expected to be received by mid-November from a single foreign investor.
Randal J. Kirk controls NRM VII Holdings I, LLC ("NRM VII Holdings"). Shares held by this entity may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
Shares were issued as partial consideration in connection with an Exclusive Channel Collaboration Agreement dated October 5, 2012 between the issuer and Intrexon Corporation pursuant to a Stock Issuance Agreement dated October 5, 2012 between the issuer and Intrexon Corporation.
Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon Corporation. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon Corporation. Shares held by Intrexon Corporation may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
/s/ Randal J. Kirk
2012-10-15
/s/ Randal J. Kirk, CEO Intrexon Corporation
2012-10-15