Logo     Print Page  Close Window


SEC Filings


S-3
FIBROCELL SCIENCE, INC. filed this Form S-3 on 01/18/2019
Entire Document
 


SELLING STOCKHOLDERS

This prospectus covers an aggregate of up to 443,350 shares of our common stock that may be sold or otherwise disposed of by the selling stockholders. These shares of our common stock were offered and sold to the selling stockholders in the December 2018 Private Placement pursuant to the terms of the Purchase Agreement.
 
The following table sets forth certain information with respect to each selling stockholder, including (i) the shares of our common stock beneficially owned by the selling stockholder prior to this offering, (ii) the number of shares being offered by the selling stockholder pursuant to this prospectus and (iii) the selling stockholder’s beneficial ownership after completion of this offering, assuming that all of the shares covered hereby (but none of the other shares, if any, held by the selling stockholders) are sold to third parties.
 
The table is based on information supplied to us by the selling stockholders, with beneficial ownership and percentage ownership determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose. The percentage of beneficial ownership after this offering is based on 9,758,332 shares outstanding on January 18, 2019.
 
The registration of these shares of common stock does not mean that the selling stockholders will sell or otherwise dispose of all or any of those securities. The selling stockholders may sell or otherwise dispose of all, a portion or none of such shares from time to time. We do not know the number of shares, if any, that will be offered for sale or other disposition by any of the selling stockholders under this prospectus. Furthermore, the selling stockholders may have sold, transferred or disposed of the shares of common stock covered hereby in transactions exempt from the registration requirements of the Securities Act since the date on which we filed this prospectus.
Information about the selling stockholders may change over time. Any changed information will be set forth in an amendment to the registration statement or supplement to this prospectus, to the extent required by law. Other than the Purchase Agreement, we currently have no agreements, arrangements or understandings with the selling stockholders.

 
 
Beneficial Ownership Before This Offering
 
 
 
Beneficial Ownership After This Offering
Selling Stockholder (1)
 
Number of Shares Owned
 
Shares of Common Stock to be sold in the Offering (2)
 
Number of Shares Owned
 
Percentage of
Outstanding Shares
EB Research Partnership, Inc. (3)
 
221,675
 
221,675
 

 
*
Epidermolysis Bullosa Medical Research Foundation (4)
 
221,675
 
221,675
 

 
*

*
Less than one percent.

(1)
This table and the information in the notes below are based upon information supplied by the selling stockholders, including reports and amendments thereto filed with the SEC on Schedule 13G.

(2)
The actual number of shares of common stock offered hereby and included in the registration statement, of which this prospectus forms a part, includes, in accordance with Rule 416 under the Securities Act, such

12