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