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Commitments and Contingencies
9 Months Ended
Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Commitments and Contingencies

On October 18, 2019, October 25, 2019, and November 11, 2019, putative stockholder class actions were filed in the United States District Court for the Southern District of New York styled, respectively, Gonzalez-Aldama v. Fibrocell Science, Inc., et al., Case No. 1:19-cv-09659 (S.D.N.Y.) Braschuk v. Fibrocell Science, Inc., et al., Case No. 1:19-cv-09915 (S.D.N.Y.) and Burnaska v. Fibrocell Science, Inc., et al., Case No. 1:19-cv-10450 (S.D.N.Y.). Additionally, on October 23, 2019, a putative stockholder class action was filed in the United States District Court for the District of Delaware styled Franchi v. Fibrocell Science, Inc. et al., Case No. 1:19-cv-02001 (D. Del.) (together with the Gonzalez-Aldama, Braschuk and Burnaska actions, the Stockholder Actions). The Stockholder Actions assert claims against the Company and members of the Company’s board of directors (the Individual Defendants).

The complaints in the Stockholder Actions allege that the Company and the Individual Defendants violated Section 14(a) of the Securities Exchange Act of 1934, as amended (Exchange Act), and Rule 14a-9 promulgated thereunder, by failing to disclose in the preliminary proxy statement regarding the Merger that the Company filed with the SEC on Schedule 14-A on October 11, 2019 (the Proxy Statement) certain financial data regarding the Company, including certain inputs regarding Canaccord Genuity Group Inc.’s financial analyses of the Company, and the substance of confidentiality agreements that may have been executed in relation to the Merger. The complaint in the Burnaska action also alleges that the Proxy Statement omitted information regarding alleged conflicts of interest relating to post-transaction employment of, and benefits to members of the Company’s management. The complaints in the Stockholder Actions also allege that the Individual Defendants violated Section 20(a) of the Exchange Act, as control persons who had the ability to prevent the Proxy Statement from being false and misleading. The Stockholder Actions seek, among other things, an injunction preventing consummation of the Merger, an award of damages, and an award of costs and expenses, including attorneys’ fees.

On October 30, 2019, plaintiff Braschuk sent a letter to the Company’s counsel demanding that the defendants issue an amendment to the Proxy Statement that provides additional disclosures that plaintiff Braschuk alleges were improperly omitted from the Proxy Statement.

On November 11, 2019, plaintiff Burnaska sent a similar letter the Company’s counsel demanding that the defendants issue an amendment to the Proxy Statement that provides additional disclosures.

The Company intends to defend against the Stockholder Actions, however it’s reasonably possible that a loss may be incurred. At this time, the Company is unable to estimate the potential loss or range of losses.