Fibrocell Science, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-13: Form 8-K; Period of report 2019-12-13; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2019-12-10: Form 8-K; Period of report 2019-12-10; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2019-11-22: Form 8-K; Period of report 2019-11-21; Description 8.01 Other Events; Details 8.01.
- 2019-09-26: Form 8-K/A; Period of report 2019-06-12; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-13 | 8-K | 2019-12-13 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. 3.01 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.03 The information provided in the Introductory Note and Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information provided in the Introductory Note and Items 2.01, 3.01, 3.03, and 5.02 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.03 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. | tm1925011-1_8k.htm |
| 2019-12-10 | 8-K | 2019-12-10 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Fibrocell Science, Inc. (the “Company”) held a special meeting of stockholders on December 10, 2019 (the “special meeting”). | tm1924845-1_8k.htm |
| 2019-11-22 | 8-K | 2019-11-21 | 8.01 Other Events | 8.01 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. | tm1923642-1_8k.htm |
| 2019-09-26 | 8-K/A | 2019-06-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Company has determined, in light of and consistent with the advisory vote of the Company’s stockholders as to the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, to include a stockholder advisory vote on the compensation of the Company’s named executive officers in its annual meeting proxy materials once every year until the next advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers. | fcsc92619form8-ka.htm |
| 2019-09-13 | 8-K | 2019-09-12 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 In connection with the execution of the Merger Agreement, on September 12, 2019 the Company also entered into a Consent and Termination Agreement with MSD Credit Opportunity Master Fund L.P. ("MSD"), Merger Sub and Castle Creek, and a separate Consent and Termination Agreement with Merger Sub, Castle Creek and the following affiliates of Randal J. Kirk: Third Security, LLC, NRM VII Holdings I, LLC, Kapital Joe, LLC, Mascara Kaboom, LLC and Intrexon Corporation (the "Kirk Affiliates", and collectively, the "Termination Agreements"). 8.01 In connection with the execution of the Merger Agreement, on September 12, 2019, Castle Creek also entered into separate Company Security Voting and Support Agreements with the following stockholders of the Company: (i) each of the Kirk Affiliates, and (ii) MSD (collectively, the "Support Agreements"). | a2239675z8-k.htm |
| 2019-09-12 | 8-K | 2019-09-12 | 8.01 Other Events | 8.01 On September 12, 2019, Fibrocell Science, Inc., a Delaware corporation (the “Company”) issued a press release announcing the execution of the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Castle Creek Pharmaceutical Holdings, Inc. (“Castle Creek”), and Castle Creek Merger Corp., a Delaware corporation and wholly owned subsidiary of Castle Creek (“Merger Sub”), pursuant to which, and on the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”). | a19-18587_38k.htm |
| 2019-08-22 | 8-K | 2019-08-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 18, 2019, the Board of Directors (the “Board”) of Fibrocell Science, Inc. (the “Company”) appointed Sean D. Buckley, the Company’s Vice President of Business Administration and Corporate Secretary, as the Chief Financial Officer of the Company, effective immediately. | fcsc82219form8-k.htm |
| 2019-08-15 | 8-K | 2019-08-14 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On August 14, 2019, Fibrocell Science, Inc. issued a press release announcing financial results for the six months ended June 30, 2019 and recent operational highlights. 8.01 On August 14, 2019, Fibrocell Science, Inc. posted an updated Corporate Presentation on its website www.fibrocell.com. | fcsc81419form8-k.htm |
| 2019-07-02 | 8-K | 2019-07-02 | 8.01 Other Events | 8.01 On July 2, 2019, Fibrocell Science, Inc. posted an updated Corporate Presentation on its website www.fibrocell.com. | fcsc70219form8-k.htm |
| 2019-06-14 | 8-K | 2019-06-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 12, 2019, Fibrocell Science, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). | fcsc61419form8-k.htm |
| 2019-05-29 | 8-K | 2019-05-29 | 8.01 Other Events | 8.01 On May 29, 2019, Fibrocell Science, Inc. issued a press release announcing that the U.S. Food and Drug Administration has granted the Regenerative Medicine Advanced Therapy designation to FCX-007, the Company’s gene therapy candidate for the treatment of recessive dystrophic epidermolysis bullosa. | fcsc52919form8-k.htm |
| 2019-05-15 | 8-K | 2019-05-15 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 15, 2019, Fibrocell Science, Inc. issued a press release announcing financial results for the three months ended March 31, 2019 and recent operational highlights. 8.01 On May 15, 2019, Fibrocell Science, Inc. posted an updated Corporate Presentation on its website www.fibrocell.com. | fcsc51519form8-k.htm |
| 2019-04-16 | 8-K | 2019-04-16 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 15, 2019, Fibrocell Science, Inc. (the "Company") issued a press release announcing an agreement with Castle Creek Pharmaceuticals to develop and commercialize FCX-007. | fcsc41619form8-k.htm |
| 2019-03-27 | 8-K | 2019-03-27 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 27, 2019, Fibrocell Science, Inc. issued a press release announcing financial results for the year ended December 31, 2018 and recent operation highlights. 8.01 On March 27, 2019, Fibrocell Science, Inc. posted an updated Corporate Presentation on its website www.fibrocell.com. | fcsc32719form8-k.htm |
| 2019-01-08 | 8-K | 2019-01-08 | 8.01 Other Events | 8.01 On January 8, 2019, Fibrocell Science, Inc. posted an updated Corporate Presentation on its website www.fibrocell.com. | fcsc10819form8-k.htm |