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SEC Filings


S-3
FIBROCELL SCIENCE, INC. filed this Form S-3 on 01/18/2019
Entire Document
 
exhibit101commonstockagr
Exhibit 10.1   Execution Version      \\PH - 036137/000006 - 396952 v6   COMMON STOCK ISSUANCE AGREEMENT   THIS COMMON STOCK ISSUANCE AGREEMENT (this “Agreement”) is made as of   December 7, 2018, by and among Fibrocell Science, Inc., a Delaware corporation (the   “Company”), and EB Research Partnership, Inc., a New York not-for-profit corporation   (“EBRP”), and Epidermolysis Bullosa Medical Research Foundation, a California domestic non-   profit corporation (“EBRF”) (each of EBRP and EBRF, a “Purchaser” and collectively, the   “Purchasers”).   For this and other good and valuable consideration, the receipt and sufficiency of which is   hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:   1. Issuance of Shares. On the date hereof, the Company shall issue and sell to each   Purchaser, and each Purchaser shall purchase from the Company, such number of shares (the   “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”),   as set forth on Exhibit A hereto at a purchase price of $2.03 per Share, resulting in gross proceeds   to the Company of $900,000.   2. Company Representations and Warranties. The Company hereby represents,   warrants, acknowledges, and agrees as follows:   (a) Organization and Corporate Power. The Company is a corporation duly   organized, validly existing and in good standing under the laws of the State of Delaware and has   all requisite corporate power and authority to carry on its business as presently conducted.   (b) Authorization. All corporate action required to be taken by the Company’s   board of directors in order to authorize the Company to enter into this Agreement, and to issue the   Shares hereunder, has been taken. All action on the part of the officers of the Company necessary   for the execution and delivery of this Agreement, the performance of all obligations of the   Company under this Agreement, and the issuance and delivery of the Shares has been taken. This   Agreement, when executed and delivered by the Company, shall constitute a valid and legally   binding obligation of the Company, enforceable against the Company in accordance with its terms   except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent   conveyance, or other laws of general application relating to or affecting the enforcement of   creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific   performance, injunctive relief, or other equitable remedies.   (c) Valid Issuance of Shares. The Shares, when issued, sold and delivered in   accordance with the terms and for the consideration set forth in this Agreement, will be validly   issued, fully paid, and nonassessable and free of restrictions on transfer other than applicable state   and federal securities laws and liens or encumbrances created by or imposed by the Purchasers.   Assuming the accuracy of the representations of each Purchaser in Section 3 of this Agreement   and subject to required federal and state securities filings, the Shares will be issued in compliance   with all applicable federal and state securities laws.