Fibrocell Announces Closing of $4.0 Million Registered Direct Offering

EXTON, PA — Fibrocell Science, Inc. (NASDAQFCSC), a gene therapy company focused on transformational autologous cell-based therapies for skin and connective tissue diseases, announced the closing of its previously announced registered direct offering of 1,474,080 shares of its common stock which was priced at-the-market at a purchase price of $2.69 per share, for gross proceeds of approximately $3.9 million. Additionally, in a concurrent private placement, Fibrocell issued unregistered warrants to purchase a total of 958,152 shares of its common stock, representing 65% of the shares of common stock purchased in the registered direct offering. Each warrant was sold at a price of $0.125 per underlying warrant share, for gross proceeds of approximately $0.1 million. Each warrant is exercisable immediately at an exercise price of $2.70 per share and will expire five and one-half years from the issuance date.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The net proceeds of the offering are estimated to be approximately $3.5 million, after deducting placement agent fees and other estimated offering expenses. Fibrocell intends to use the net proceeds from this offering for the continued clinical and pre-clinical development of its product candidates, FCX-007 and FCX-013, and for other general corporate purposes.

The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) were offered by Fibrocell by means of a prospectus supplement dated July 2, 2018 and an accompanying base prospectus dated February 9, 2016 that form a part of a “shelf” registration statement on Form S-3 that was filed and declared effective by the Securities and Exchange Commission (“SEC”) on February 9, 2016 (File No. 333-209077).

Copies of the final prospectus supplement and accompanying base prospectus may be obtained on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or e-mail at [email protected].

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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