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SEC Filings


10-Q
FIBROCELL SCIENCE, INC. filed this Form 10-Q on 08/09/2018
Entire Document
 
Fibrocell Science, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
 
Note 8. Related Party Transactions (continued)

incurred during the three months ended June 30, 2018, approximately $0.04 million related to direct expenses for work performed by Precigen and approximately $0.06 million related to pass-through costs. Of the $1.7 million incurred in the three months ended June 30, 2017, approximately $0.3 million related to direct expenses for work performed by Precigen and approximately $1.4 million related to pass-through costs.

For the six months ended June 30, 2018, the Company incurred total expenses of approximately $0.3 million with Precigen as compared to approximately $3.2 million, for the six months ended June 30, 2017. In addition to these costs, during the six months ended June 30, 2018, the Company recorded an approximately $0.5 million reduction in pass through costs under the 2012 ECC, due to a reduction in the estimate of disputed amounts owed to a Precigen vendor for pass though costs. Of the $0.3 million incurred during the six months ended June 30, 2018, approximately $0.1 million related to direct expenses for work performed by Precigen and approximately $0.2 million related to pass-through costs. Of the $3.2 million incurred in the six months ended June 30, 2017, approximately $0.6 million related to direct expenses for work performed by Precigen and approximately $2.6 million related to pass-through costs. These costs are presented in the Company’s “Condensed Consolidated Statement of Operations” as research and development expenses - related party.
   
As of June 30, 2018 and December 31, 2017, the Company had outstanding payables to Precigen of approximately $0.3 million and $2.3 million, respectively. These amounts are presented in the Company’s “Condensed Consolidated Balance Sheets” as related party payable.

    In the second quarter of 2017, Precigen notified the Company that it had received invoices for approximately $1.1 million in charges from a vendor who provides services to Precigen and which are passed-through to the Company under the 2012 ECC. Additional charges have been presented since the second quarter of 2017, and the total of disputed charges at March 31, 2018, was approximately $1.4 million. The Company, Precigen and Precigen’s vendor have resolved the dispute with the parties agreeing to settle all obligations for approximately $0.2 million. This is a reduction of approximately $0.5 million from the $0.7 million recorded at December 31, 2017 for this liability and was recorded in the three months ended March 31, 2018. The approximately $0.2 million settlement amount will be paid in the Company’s third fiscal quarter of 2018.

Randal J. Kirk is the chairman of the board and chief executive officer of Intrexon and, together with his affiliates, owns more than 50% of Intrexon’s common stock. Affiliates of Randal J. Kirk (including Intrexon) own approximately 18% of the Company’s common stock. Additionally, two of the Company’s directors, Julian Kirk (who is the son of Randal J. Kirk) and Marcus Smith, are employees of Third Security, LLC, which is an affiliate of Randal J. Kirk.

Affiliates of Randal J. Kirk (including Intrexon) participated in the Company’s private placement of convertible debt securities in September 2016, more fully described in Note 4, and were issued an aggregate of $6,762,500 in principal of Notes and accompanying Warrants to purchase an aggregate of 450,835 shares of the Company’s common stock. Affiliates of Randal J. Kirk (including Intrexon) participated in the Company's 2017 Series A Preferred Stock Offering (as defined below), more fully described in Note 10, and were issued an aggregate of 3,016 shares of Series A Preferred Stock (as defined below) and accompanying Series A Warrants to purchase 259,176 shares of the Company’s common stock. Additionally, affiliates of Randal J. Kirk (including Intrexon) participated in the December 2017 Offering, and were issued an aggregate of 545,456 shares of the Company’s common stock and accompanying warrants to purchase 545,456 shares of the Company’s common stock.
Note 9.  Loss Per Share
    
Basic loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during that period. The diluted loss per share calculation gives effect to dilutive stock options, warrants, convertible preferred stock, convertible notes and other potentially dilutive common stock equivalents outstanding during the period. Diluted loss per share is based on the if-converted method or the treasury stock method, as applicable, and includes the effect from the potential issuance of common stock, such as shares issuable pursuant to the conversion of convertible preferred stock, convertible notes and the exercise of stock options and warrants, assuming the exercise of all "in-the-money" common stock equivalents based on the average market price during the period. Common stock equivalents have been excluded where their inclusion would be anti-dilutive.

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