FIBROCELL SCIENCE, INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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315721100
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
Intrexon Corporation
Attention: Legal
20374 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9809
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September 12, 2019 |
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 315721100
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Page 2 of 6
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Item 4. |
Purpose of Transaction.
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CUSIP No. 315721100
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Page 3 of 6
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CUSIP No. 315721100
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Page 4 of 6
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(a)
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The acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company;
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(b)
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An extraordinary corporate transaction such as a merger, reorganization or
disposition, involving the Company or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Company or any of
its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the
Company;
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(f)
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Any other material change in the Company’s business or corporate structure,
including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of
1940;
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(g)
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Changes in the Company’s charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by any person;
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(h)
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Causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Company becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those actions enumerated above.
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Item 6.
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Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
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CUSIP No. 315721100
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Page 5 of 6
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit 2
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Company Securityholder Voting and Support Agreement, dated as of September 12, 2019, among Castle Creek Pharmaceutical Holdings, Inc. and the Participating Entities
(incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated September 13, 2019)
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Exhibit 3
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CUSIP No. 315721100
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Page 6 of 6
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/s/ Randal J. Kirk
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Randal J. Kirk
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THIRD SECURITY, LLC
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Manager
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NRM VII HOLDINGS I, LLC
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Manager
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INTREXON CORPORATION
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Chief Executive Officer
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Exhibit 1
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Consent and Termination Agreement, dated as of September 12, 2019, among Fibrocell Science, Inc. and the Participating Entities (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K, dated September 13, 2019)
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Exhibit 2
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Company Securityholder Voting and Support Agreement, dated as of September 12, 2019, among Castle Creek Pharmaceutical Holdings, Inc. and the Participating Entities
(incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated September 13, 2019)
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Joint Filing Agreement, dated as of September 17, 2019, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon
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/s/ Randal J. Kirk
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Randal J. Kirk
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THIRD SECURITY, LLC
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Manager | |
NRM VII HOLDINGS I, LLC
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Manager
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INTREXON CORPORATION
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Chief Executive Officer
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