<HTML>
<HEAD>
<TITLE>sv1</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt; margin-bottom: 6pt">As
filed with the Securities and Exchange Commission on May 7,
2010 Registration No. 333-__________
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-1</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>FIBROCELL SCIENCE, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><B>(Exact name of registrant as specified in its charter)</B></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
</TR>
<TR></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>2834</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>87-0458888</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of <BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Primary Standard Industrial<BR>
Classification Code Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer<BR>
Identification Number)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">405 Eagleview Boulevard<BR>
Exton, Pennsylvania 19341<BR>
(484)&nbsp;713-6000</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">(Address, including zip code, and telephone number, including<BR>
area code, of registrant&#146;s principal executive offices)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Declan Daly<BR>
405 Eagleview Boulevard<BR>
Exton, Pennsylvania 19341<BR>
(484)&nbsp;713-6000</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">(Name, address, including zip code, and telephone number,<BR>
including area code, of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Copies to:</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Cavas S. Pavri, Esq.<BR>
Cozen O&#146;Connor<BR>
1900 Market Street<BR>
Philadelphia, PA 19103<BR>
Professional Corporation<BR>
(215)&nbsp;665-5542<BR>
Facsimile: (215)&nbsp;701-2478</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule&nbsp;415 under the Securities Act of 1933 check the following box. <FONT style="font-family: Wingdings">&#254;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. <FONT style="font-family: Wingdings">&#111;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. <FONT style="font-family: Wingdings">&#111;</FONT>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. <FONT style="font-family: Wingdings">&#111;</FONT>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Calculation
of Registration Fee</B></div>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="21" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Title of each Class of Security being</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount being</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price Per</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registered (1)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Security(2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price(2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fee</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD valign="top" style="border-top: 2px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Common Stock, $0.001 par value (3)
</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>

<TD align="left" valign="top" style="border-top: 2px solid #000000" nowrap>3,448,456
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>

<TD align="right" valign="top" style="border-top: 2px solid #000000">0.81</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>

<TD align="right" valign="top" style="border-top: 2px solid #000000">2,793,250</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>

<TD align="right" valign="top" style="border-top: 2px solid #000000">199.16</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="21" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; font-family: 'Times New Roman', Times; color: #000000; background: #FFFFFF">

<TR style="font-size: 3pt">
    <TD width="1%"></TD>
    <TD width="1%"></TD>
    <TD width="98%"></TD>
</TR>

<TR>
    <TD valign="top">(1)</TD>
    <TD>&nbsp;</TD>
    <TD valign="bottom">All of the shares are offered by the Selling Stockholders. Accordingly, this
registration statement includes an indeterminate number of additional shares of common stock
issuable for no additional consideration pursuant to any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of consideration, which
results in an increase in the number of outstanding shares of our common stock. In the event of a
stock split, stock dividend or similar transaction involving our common stock, in order to prevent
dilution, the number of shares registered shall be automatically increased to cover the additional
shares in accordance with Rule 416(a) under the Securities Act of 1933.</TD>
</TR>

<TR style="font-size: 3pt"><td>&nbsp;</td></TR>

<TR>
    <TD valign="top">(2)</TD>
    <TD>&nbsp;</TD>
    <TD valign="bottom">Estimated solely for purposes of determining the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, using the average of the bid and asked prices as reported
on the OTC Bulletin Board on May 6, 2010, which was $0.81 per share.</TD>
</TR>
<TR style="font-size: 3pt"><td>&nbsp;</td></TR>
<TR>
    <TD valign="top">(3)</TD>
    <TD>&nbsp;</TD>
    <TD valign="bottom">Represents shares underlying Series&nbsp;A Preferred Stock and underlying certain
warrants issued in connection with the Series&nbsp;A Preferred Stock.</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION </B><B>8(a)</B><B> OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION </B><B>8(a)</B><B>, MAY
DETERMINE.</B>
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Explanatory Note</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fibrocell Science, Inc. (the &#147;Company&#148;) previously filed a Registration Statement on Form S-1
(File No.&nbsp;333-163386) with the U.S. Securities and Exchange Commission (the &#147;SEC&#148;) on November&nbsp;27,
2009, which was declared effective on February&nbsp;12, 2010 (the &#147;2010 Prior Registration Statement&#148;).
The 2010 Prior Registration Statement registered up to 3,918,210 shares of our common stock for
resale by the selling stockholders named therein, including (a)&nbsp;501,542 shares of common stock
underlying Class&nbsp;A warrants issued in the Company&#146;s October&nbsp;2009 Series&nbsp;A Preferred offering (the
&#147;Series&nbsp;A Preferred offering&#148;); (b)&nbsp;416,666 shares of common stock underlying Class&nbsp;B warrants
issued in the Series&nbsp;A Preferred offering; and (c)&nbsp;250,000 shares of common stock underlying
warrants issued to the placement agent in the Series&nbsp;A Preferred offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to Rule&nbsp;429 under the Securities Act of 1933, the prospectus included in this Registration
Statement is a combined prospectus and also relates to 3,918,210 shares of common stock registered
under the 2010 Prior Registration Statement. Accordingly, this Registration Statement, which is a
new registration statement, also constitutes Post-Effective Amendment No.&nbsp;1 to the 2010 Prior
Registration Statement, and is being filed to, among other things: (i)&nbsp;include audited financial
statements for our fiscal year ended December&nbsp;31, 2009 and to reflect additional information
disclosed in our Annual Report on Form 10-K (the &#147;Annual Report&#148;) for our fiscal year ended
December&nbsp;31, 2009; and (ii)&nbsp;register the resale of additional shares of common stock issuable as a
result of antidilution provisions contained in the Company&#146;s Class&nbsp;A warrants, Class&nbsp;B warrants,
Placement Agent warrant and the Certificate of Designation for the Series&nbsp;A Preferred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accordingly, the prospectus that is part of this Registration Statement (i)&nbsp;carries forward from
the 2010 Prior Registration Statement 3,918,210 shares of our common stock, which includes
1,168,208 shares of our common stock issuable upon the exercise of certain warrants held by certain
of the named selling stockholders and (ii)&nbsp;registers an additional 3,448,456 shares of our common
stock (the &#147;Additional Shares&#148;), which includes (a)&nbsp;581,789 shares of common stock underlying Class
A warrants issued in the Series&nbsp;A Preferred offering, (b)&nbsp;666,666 shares of common stock underlying
Class&nbsp;B warrants issued in the Series&nbsp;A Preferred offering, and (c)&nbsp;183,333 shares of common stock
underlying warrants issue to the placement agent in the Series&nbsp;A Preferred offering. None of the
Additional Shares have been registered previously.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All filing fees payable in connection with the 2010 Prior Registration Statement were previously
paid at the time of the initial filing. A registration fee of $245.87 in respect of the 3,448,456
shares of our common stock being registered in this Registration Statement on Form S-1 is being
paid concurrently with the filing of this Registration Statement on Form S-1.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION, DATED MAY 7, 2010
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>PROSPECTUS</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>FIBROCELL SCIENCE, INC.<BR>
7,366,666 Common Stock</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to the resale of our common stock by certain of our stockholders,
or Selling Stockholders, named in the section of this prospectus titled &#147;Selling Security Holders.&#148;
The following shares may be offered for resale under this prospectus: (a)&nbsp;4,766,667 shares of
common stock representing 110% of the shares underlying the Series&nbsp;A convertible preferred stock,
or Series&nbsp;A Preferred, we issued in October&nbsp;2009; (b)&nbsp;1,083,331 shares of common stock underlying
Class&nbsp;A warrants issued in the Series&nbsp;A Preferred offering; (c)&nbsp;1,083,332 shares of common stock
underlying Class&nbsp;B warrants issued in the Series&nbsp;A Preferred offering; and (d)&nbsp;433,333 shares of
common stock underlying warrants issued to the placement agent in the Series&nbsp;A Preferred offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we will pay substantially all the expenses incident to the registration of the
shares, we will not receive any proceeds from the sales by the Selling Stockholders. We will,
however, receive proceeds if the warrants are exercised; to the extent we receive such proceeds,
they will be used for working capital purposes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
common stock is presently quoted for trading under the symbol &#147;FCSC&#148; on the over the
counter bulletin board, or OTCBB. On May 4, 2010, the last sales price of the common stock, as
reported on the OTCBB was $0.71 per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Investing in our common stock is highly speculative and involves a high degree of risk. You
should purchase these securities only if you can afford a complete loss of your investment. You
should carefully consider the risks and uncertainties described under the heading &#147;Risk Factors&#148;
beginning on page 4 of this prospectus before making a decision to purchase our common stock.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>The
date of this prospectus is
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>,
2010</B>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="95%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Page</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">PROSPECTUS SUMMARY</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>1</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">RISK FACTORS</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>3</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>4</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">USE OF PROCEEDS</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>5</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>5</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">MANAGEMENT</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>6</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">RELATED PARTY TRANSACTIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>13</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">PRINCIPAL STOCKHOLDERS</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>13</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">DESCRIPTION OF SECURITIES</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>15</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">SHARES ELIGIBLE FOR FUTURE SALE</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>20</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">SELLING SECURITY HOLDERS</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>22</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">PLAN OF DISTRIBUTION</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>24</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>26</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">EXPERTS</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>26</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">WHERE YOU CAN FIND MORE INFORMATION</DIV></TD>
    <TD>&nbsp;</TD>
    <td align="right" nowrap>26</td>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROSPECTUS SUMMARY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>This summary highlights information set forth in greater detail elsewhere in this prospectus.
It may not contain all the information that may be important to you. You should read the following
summary together with the more detailed information regarding us and our common stock being sold in
this offering, including the information incorporated by reference into this prospectus. Unless the
context requires otherwise, references to the &#147;Company,&#148; &#147;Fibrocell,&#148; &#147;we,&#148; &#147;our,&#148; and &#147;us,&#148; refer
to Fibrocell Science, Inc. and its subsidiaries.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our Company</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are an aesthetic and therapeutic development stage biotechnology company focused on
developing novel skin and tissue rejuvenation products. Our clinical development product candidates
are designed to improve the appearance of skin injured by the effects of aging, sun exposure, acne
and burn scars with a patient&#146;s own, or autologous, fibroblast cells produced by our proprietary
Fibrocell process. Our clinical development programs encompass both aesthetic and therapeutic
indications. Our most advanced indication is for the treatment of nasolabial folds/wrinkles (United
States adopted name, or USAN, is azficel-T) and has completed Phase III clinical studies, and the
related Biologics License Application, or BLA, has been submitted to the Food and Drug
Administration, or FDA. In October&nbsp;2009, the FDA&#146;s Cellular, Tissue and Gene Therapies Advisory
Committee reviewed this indication. On December&nbsp;21, 2009, Fibrocell Science received a Complete
Response letter from the FDA related to the BLA for azficel-T. A Complete Response letter is issued
by the FDA&#146;s Center for Biologics Evaluation and Research (CBER)&nbsp;when the review of a file is
completed and additional data are needed prior to approval. The Complete Response letter requested
that we provide data from a histopathological study on biopsied tissue samples from patients
following injection of azficel-T. The letter also requested finalized Chemistry, Manufacturing and
Controls (CMC)&nbsp;information regarding the manufacture of azficel-T as follow-up to discussions that
occurred during the BLA review period, as well as revised policies and procedures regarding
shipping practices, and proposed labeling.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2009 we completed a Phase II/III study for the treatment of acne scars. During 2008 we
completed our open-label Phase II study related to full face rejuvenation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also develop and market an advanced skin care product line through our Agera subsidiary, in
which we acquired a 57% interest in August&nbsp;2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Exit from Bankruptcy</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On August&nbsp;27, 2009, the United States Bankruptcy Court for the District of Delaware in
Wilmington entered an order, or Confirmation Order, confirming the Joint First Amended Plan of
Reorganization dated July&nbsp;30, 2009, as supplemented by the Plan Supplement dated August&nbsp;21, 2009,
or the Plan, of Isolagen, Inc. and Isolagen&#146;s wholly owned subsidiary, Isolagen Technologies, Inc.
The effective date of the Plan was September&nbsp;3, 2009.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our officers and directors as of the effective date were all deemed to have resigned and a new
board of directors was appointed. As of the effective date, our initial board of directors
consisted of: David Pernock, Paul Hopper and Kelvin Moore. Dr.&nbsp;Robert Langer was appointed to the
Board in late September&nbsp;2009. Declan Daly remained as chief operating officer and chief financial
officer of the reorganized company, and in November&nbsp;2009, he was appointed to the Board of
Directors. Mr.&nbsp;Pernock became our chief executive officer in February&nbsp;2010.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the Plan, all of our equity interests, including without limitation our common
stock, options and warrants outstanding as of the effective date were cancelled. On the effective
date, we completed an exit financing of common stock in the amount of $2&nbsp;million, after which the
equity holders of our company were:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>7,320,000 shares, to our pre-bankruptcy lenders and the lenders that provided us
our debtor-in-possession facility, collectively;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>3,960,000 shares, to the holders of our 3.5% convertible subordinated notes;</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->1<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>600,000 shares, to our management as of the effective date, which was our chief
operating officer;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>120,000 shares, to the holders of our general unsecured claims; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>2,666,666 shares, to the purchasers of shares in the $2&nbsp;million exit financing (our
pre-bankruptcy lenders, the lenders that provided us our debtor-in-possession facility
and the holders of our 3.5% convertible subordinated notes were permitted to
participate in our exit financing).</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the Plan, in addition to the common stock set forth above, each holder of Isolagen&#146;s 3.5%
convertible subordinated notes, due November&nbsp;2024, in the approximate non-converted aggregate
principal amount of $81&nbsp;million, received, in full and final satisfaction, settlement, release and
discharge of and in exchange for any and all claims arising out of the 3.5% convertible
subordinated notes, its <I>pro rata </I>share of an unsecured note in the principal amount of $6&nbsp;million,
or the New Notes. The New Notes have the following features:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>12.5% interest payable quarterly in cash or, at our option, 15% payable in kind by
capitalizing such unpaid amount and adding it to the principal as of the date it was
due;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>mature June&nbsp;1, 2012;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>at any time prior to the maturity date, we may redeem any portion of the
outstanding principal of the New Notes in cash at 125% of the stated face value of the
New Notes; provided that we will be obligated to redeem all outstanding New Notes upon
the following events: (a)&nbsp;we or our subsidiary, Fibrocell Technologies, Inc.
(formerly, Isolagen Technologies, Inc.) successfully complete a capital campaign
raising in excess of $10,000,000; or (b)&nbsp;we or our subsidiary, Fibrocell Technologies,
Inc., are acquired by, or sell a majority stake to, an outside party;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the New Notes contain customary representations, warranties and covenants,
including a covenant that we and our subsidiary, Fibrocell Technologies, Inc., shall
be prohibited from the incurrence of additional debt without obtaining the consent of
66 2/3% of the New Note holders.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Recent Developments</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;4, 2010 pursuant to a securities purchase agreement, we completed an offering,
referred to as the Private Offering, in which we issued to certain accredited investors in the
aggregate 5,076,664 shares of common stock at a purchase price of $0.75 per share. Each investor
also received a warrant to purchase the same number of shares of common stock acquired in the
Private Offering at an exercise price of $0.98 per share. The aggregate purchase price paid by the
investors for the common stock and the warrants was $3,807,500. The Company intends to use the
proceeds for working capital purposes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Effect of Private Offering on Series&nbsp;A Preferred</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With certain exceptions, the Certificate of Designation of the Series&nbsp;A Preferred provides
that if at any time while the Series&nbsp;A Preferred is outstanding, we sell or grant any option to
purchase or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any
sale, grant or any option to purchase or other disposition), any common stock or common stock
equivalents at an effective price per share that is lower than the then conversion price of the Series&nbsp;A Preferred, then the conversion price of
the Series&nbsp;A Preferred will be reduced to equal the lower price.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consequently, as a result of the purchase price of the common stock sold in the Private
Offering, effective as of March&nbsp;4, 2010, the conversion price of the Series&nbsp;A Preferred has been
reduced from $1.30 to $0.75.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Effect of Private Offering on Warrants</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With certain exceptions, the Class&nbsp;A warrants, Class&nbsp;B warrants and placement agent warrants
provide that if at any time while the warrants are outstanding, we sell or grant any option to
purchase or sell or grant any right to
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">reprice, or otherwise dispose of or issue (or announce any
sale, grant or any option to purchase or other disposition), any common stock or common stock
equivalents at an effective price per share that is lower than the then exercise price of the
relevant warrant, then the exercise price of such warrant will be reduced to equal the lower price
and the number of shares issuable thereunder will be increased such that the aggregate exercise
price after the exercise price adjustment will be equal to the aggregate exercise price prior to
the adjustment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consequently, as a result of the purchase price of the common stock sold in the Private
Offering, effective as of March&nbsp;4, 2010, (a)&nbsp;the exercise prices for the Class&nbsp;A, Class&nbsp;B and
placement agent warrants have been reduced from $1.62, $1.95 and $1.30 per share, respectively, to
$0.75 per share and (b)&nbsp;the numbers of shares underlying the Class&nbsp;A, Class&nbsp;B and placement agent
warrants have been increased to 1,083,331, 1,083,332 and 433,333 respectively.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our Contact Information</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our corporate headquarters is located at 405 Eagleview Boulevard, Exton, Pennsylvania 19341.
Our phone number is (484)&nbsp;713-6000. Our corporate website is www.fibrocellscience.com. Information
contained on our website or any other website does not constitute part of this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Risks Related to Our Business</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business is subject to a number of risks, which you should be aware of before making an
investment decision. These risks are discussed more fully under Item&nbsp;1A. of our Annual Report on
Form 10-K for the fiscal year ended December&nbsp;31, 2009, which is incorporated by reference in this
prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Securities Being Offered</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders named in this prospectus may offer for resale the following
securities:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>up to 4,766,667 shares of common stock representing 110% of the shares
underlying the Series&nbsp;A Preferred we issued in October&nbsp;2009;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>up to 1,083,331 shares of common stock underlying Class&nbsp;A warrants issued in the
Series&nbsp;A Preferred offering;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>up to 1,083,332 shares of common stock underlying Class&nbsp;B warrants issued in the
Series&nbsp;A Preferred offering; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>up to 433,333 shares of common stock underlying warrants issued to the placement
agent in the Series&nbsp;A Preferred offering.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we will pay substantially all the expenses incident to the registration of the
shares, we will not receive any proceeds from the sales by the Selling Stockholders. However, we
may receive proceeds of up to $1,950,000 from the exercise of the outstanding warrants; if such
proceeds are received by us, they will be used for working capital purposes.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>You should consider the &#147;Risk Factors&#148; included under Item&nbsp;1A. of our Annual Report on
Form&nbsp;10-K for the fiscal year ended December&nbsp;31, 2009, which is incorporated by reference in this
prospectus. The market or trading price of our securities could decline due to any of these risks.
In addition, please read &#147;Information Regarding Forward-Looking Statements&#148; in this prospectus,
where we describe additional uncertainties associated with our business and the forward-looking
statements included or incorporated by reference in this prospectus. Please note that additional
risks not currently known to us or that we currently deem immaterial may also impair our business
and operations.</I>
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus, including the documents we incorporate by reference, contains certain
&#147;forward-looking statements&#148; within the meaning of Section&nbsp;27A of the Securities Act of 1933, as
amended, and Section&nbsp;21E of the Securities Exchange Act of 1934, as amended, as well as information
relating to Fibrocell that is based on management&#146;s exercise of business judgment and assumptions
made by and information currently available to management. When used in this document and other
documents, releases and reports released by us, the words &#147;anticipate,&#148; &#147;believe,&#148; &#147;estimate,&#148;
&#147;expect,&#148; &#147;intend,&#148; &#147;the facts suggest&#148; and words of similar import, are intended to identify any
forward-looking statements. You should not place undue reliance on these forward-looking
statements. These statements reflect our current view of future events and are subject to certain
risks and uncertainties as noted below. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, our actual results could differ
materially from those anticipated in these forward-looking statements. Actual events, transactions
and results may materially differ from the anticipated events, transactions or results described in
such statements. Although we believe that our expectations are based on reasonable assumptions, we
can give no assurance that our expectations will materialize. Many factors could cause actual
results to differ materially from our forward looking statements. Several of these factors include,
without limitation:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to finance our business and continue in operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>whether the results of our full Phase III pivotal study and our BLA filing will
result in approval of our product candidate, and whether any approval will occur on a
timely basis;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to meet requisite regulations or receive regulatory approvals in the
United States, Europe, Asia and the Americas, and our ability to retain any regulatory
approvals that we may obtain; and the absence of adverse regulatory developments in
the United States, Europe, Asia and the Americas or any other country where we plan to
conduct commercial operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>whether our clinical human trials relating to the use of autologous cellular
therapy applications, and such other indications as we may identify and pursue can be
conducted within the timeframe that we expect, whether such trials will yield positive
results, or whether additional applications for the commercialization of autologous
cellular therapy can be identified by us and advanced into human clinical trials;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to develop autologous cellular therapies that have specific
applications in cosmetic dermatology, and our ability to explore (and possibly
develop) applications for periodontal disease, reconstructive dentistry, treatment of
restrictive scars and burns and other health-related markets;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to decrease our manufacturing costs for our Fibrocell Therapy product
candidates through the improvement of our manufacturing process, and our ability to
validate any such improvements with the relevant regulatory agencies;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to reduce our need for fetal bovine calf serum by improved use of less
expensive media combinations and different media alternatives;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>continued availability of supplies at satisfactory prices;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>new entrance of competitive products or further penetration of existing products in
our markets;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the effect on us from adverse publicity related to our products or the company
itself;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any adverse claims relating to our intellectual property;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the adoption of new, or changes in, accounting principles;</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our issuance of certain rights to our shareholders that may have anti-takeover
effects;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our dependence on physicians to correctly follow our established protocols for the
safe administration of our Fibrocell Therapy; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other risks referenced from time to time elsewhere in this prospectus and in our
filings with the SEC.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These factors are not necessarily all of the important factors that could cause actual
results of operations to differ materially from those expressed in these forward-looking
statements. Other unknown or unpredictable factors also could have material adverse effects on our
future results. We undertake no obligation and do not intend to update, revise or otherwise
publicly release any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of any unanticipated events. We
cannot assure you that projected results will be achieved.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>USE OF PROCEEDS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to the resale of shares of our common stock to be issued to persons
who convert their Series&nbsp;A Preferred or exercise their warrants. We will not receive any proceeds
from the sale of shares of common stock in this offering. However, we will receive proceeds from
the exercise of any warrants, up to a maximum amount of $1,950,000, and we will use any such
proceeds for working capital purposes.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK<BR>
AND RELATED STOCKHOLDER MATTERS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Market Information</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On October&nbsp;21, 2009, our common stock became available for trading OTCBB under the symbol
&#147;FCSC.&#148; Currently, there is only a limited, sporadic and volatile market for our stock on the
OTCBB. The table below presents the high and low bid price for our common stock each quarter during
the past two years and reflects inter-dealer prices, without retail markup, markdown, or
commission, and may not represent actual transactions.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000">December 31, 2009</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">High</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Low</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Fourth Quarter (from October&nbsp;21, 2009)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">2.40</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">0.50</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The common stock of our predecessor company, Isolagen, Inc., traded on the NYSE Amex under the
symbol &#147;ILE.&#148; The common stock ceased trading on the NYSE Amex on May&nbsp;6, 2009 and in June&nbsp;2009 the
NYSE Amex delisted the common stock from listing on the NYSE Amex. Upon the effective date of our
bankruptcy plan, the outstanding common stock of Isolagen was cancelled. Consequently, the
stockholders of Isolagen prior to the effective date of the bankruptcy plan no longer have any
interest as stockholders of Fibrocell by virtue of their ownership of Isolagen&#146;s common stock prior to the
emergence from bankruptcy.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
of May 4, 2010, there were 19,768,676 shares of our common stock outstanding and held by
203 stockholders of record. As of May 4, 2010, there were 3,250 shares of Series&nbsp;A Preferred
issued and outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
May 4, 2010 the last sale price of our common stock as reported on
the OTCBB was $0.71
per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Dividends</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have never paid any cash dividends on our common stock and our board of directors does not
intend to do so in the foreseeable future. The declaration and payment of dividends in the future,
of which there can be no
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->5<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">assurance, will be determined by the board of directors in light of
conditions then existing, including earnings, financial condition, capital requirements and other
factors.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of the Series&nbsp;A Preferred are entitled to receive cumulative dividends at the rate per
share (as a percentage of the stated value per share) of 6% per annum (subject to increase in
certain circumstances), payable quarterly in arrears on January&nbsp;15, April&nbsp;15, July&nbsp;15 and October
15, beginning on April&nbsp;15, 2010. The dividends are payable in cash, or at our option, in duly
authorized, validly issued, fully paid and non-assessable shares of common stock equal to 110% of
the cash dividend amount payable on the dividend payment date, or a combination thereof; provided
that we may not pay the dividends in shares of common stock unless we meet certain conditions
described in the Certificate of Designation. If we pay the dividend in shares of common stock, the
common stock will be valued for such purpose at 80% of the average of the volume weighted average
price for the 10 consecutive trading days ending on the trading day that is immediately prior to
the dividend payment date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of common stock issued as dividends on the Series&nbsp;A Preferred are not being registered
under this prospectus. Such shares are deemed to be &#147;restricted securities&#148; under Rule&nbsp;144 of the
Securities Act and may only be sold in compliance with Rule&nbsp;144.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Penny Stock</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Our stock is currently a &#147;penny stock.&#148; Penny stocks are generally
equity securities with a price of less than $5.00, other than securities registered on certain
national securities exchanges. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the SEC, which: (a)&nbsp;contains a description of the nature and level
of risk in the market for penny stocks in both public offerings and secondary trading; (b)&nbsp;contains
a description of the broker&#146;s or dealer&#146;s duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such duties or other requirements of
securities&#146; laws; (c)&nbsp;contains a brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and significance of the spread between the bid and ask price;
(d)&nbsp;contains a toll-free telephone number for inquiries on disciplinary actions; (e)&nbsp;defines
significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f)
contains such other information and is in such form as the SEC shall require by rule or regulation.
The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny
stock, (a)&nbsp;bid and offer quotations for the penny stock; (b)&nbsp;the compensation of the broker-dealer
and its salesperson in the transaction; (c)&nbsp;the number of shares to which such bid and ask prices
apply, or other comparable information relating to the depth and liquidity of the market for such
stock; and (d)&nbsp;monthly account statements showing the market value of each penny stock held in the
customer&#146;s account. In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the
purchaser&#146;s written acknowledgment of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably
statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These disclosure requirements may have the effect of reducing the trading activity in the
secondary market for our stock if it becomes subject to these penny stock rules.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>MANAGEMENT</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth the names and ages of all of our directors and executive
officers as of April&nbsp;1, 2010. Our officers are appointed by, and serve at the pleasure of, the
Board of Directors.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->6<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="12%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="75%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Age</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">David Pernock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">55</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Declan Daly</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director, Chief Operating Officer and Chief
Financial Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">47</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Paul Hopper</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">53</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Kelvin Moore</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">60</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Robert Langer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">61</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Marc Mazur
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">51</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Biographical information with respect to our directors and executive officers is provided
below. There are no family relationships between any of our executive officers or directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Declan Daly. </I>Mr.&nbsp;Daly has served as Fibrocell&#146;s Chief Operating Officer and Chief Financial
Officer since September&nbsp;2009, and as a director of Fibrocell since November&nbsp;2009. Mr.&nbsp;Daly served
as Isolagen&#146;s Chief Executive Officer and President from January&nbsp;2008 until September&nbsp;3, 2009, as
Chief Financial Officer from June&nbsp;2006 until March&nbsp;2008, and as Chief Operating Officer from
June&nbsp;2007 until January&nbsp;2008. Mr.&nbsp;Daly was elected to the Board of Directors of Isolagen in
June&nbsp;2008. Mr.&nbsp;Daly served as Executive Vice President and Chief Financial Officer of Inamed Corp.
from November&nbsp;2004 until March&nbsp;2006, prior to which he served as Inamed&#146;s Senior Vice President
since September&nbsp;2002 and as the Corporate Controller and Principal Accounting Officer since
March&nbsp;2002. He was previously Vice President of Finance &#038; Administration for Inamed International
Corp. from 1998 to 2002. From 1996 to 1998, Mr.&nbsp;Daly was a Senior Manager with BDO Simpson Xavier,
Chartered Accountants or BDO, in Dublin. Prior to joining BDO, he worked with
PricewaterhouseCoopers in Dublin and London. Mr.&nbsp;Daly holds a B.A. in Management Science and
Industrial Systems Studies from Trinity College, Dublin and he is also a Fellow of the Institute of
Chartered Accountants in Ireland.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>David Pernock. </I>Mr.&nbsp;Pernock has served as a chairman of the board of Fibrocell since September
2009 and as our Chief Executive Officer since February&nbsp;2010. From December&nbsp;1993 until
November&nbsp;2009, Mr.&nbsp;Pernock held various positions at GlaxoSmithKline, eventually serving as Senior
Vice President of Pharmaceuticals, Vaccines (Biologics), Oncology, Acute Care, and HIV Divisions.
Mr.&nbsp;Pernock is a director of Martek Biosciences Corporation. Mr.&nbsp;Pernock holds a B.S. in Business
Administration from Arizona State University.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Paul Hopper. </I>Mr.&nbsp;Hopper has served as a director of Fibrocell since September&nbsp;2009. Mr.&nbsp;Hopper
has served as Managing Director of Cappello Group, Inc, an investment bank based in Los Angeles,
since November&nbsp;2005. From September&nbsp;2003 to February&nbsp;2005, Mr.&nbsp;Hopper served as Managing Director
of Australian Cancer Technology Ltd, an oncology biotechnology company. Mr.&nbsp;Hopper is also a
Director of Somnomed Ltd, Viralytics Ltd, and pSivida Corp.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Kelvin Moore. </I>Mr.&nbsp;Moore has served as a director of Fibrocell since September&nbsp;2009. Since
March&nbsp;2009, Mr.&nbsp;Moore has served as the consultant sales director for the UK based Seaborne Group
developing their business in building constructions from converting shipping sea containers. Since
July&nbsp;2008, Mr.&nbsp;Moore has been a director of Acorn Cultural Developments Limited which is
developing a social networking site. Between June&nbsp;2004 and May&nbsp;2008, Mr.&nbsp;Moore was a senior advisor
with Exit Strategy Planning dealing with the sale of businesses. Mr.&nbsp;Moore holds a London
University Degree in Geography and Pure Mathematics.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Robert Langer</I><B>. </B>Dr.&nbsp;Langer has served as a director of Fibrocell since September&nbsp;2009. Dr.
Langer was named an Institute Professor at Massachusetts Institute of Technology in 2006 and has
been on the faculty of Massachusetts Institute of Technology since 1978. Dr.&nbsp;Langer is also a
Director of Alseres Pharmaceuticals, Inc. and Echo Therapeutics, Inc. Dr.&nbsp;Langer received his
Bachelor&#146;s Degree from Cornell University in 1970 and his Sc.D. from the Massachusetts Institute of
Technology in 1974, both in Chemical Engineering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Marc B. Mazur. </I>Mr.&nbsp;Mazur has served as a director of Fibrocell since April&nbsp;2010. Since
May&nbsp;2009, Mr.&nbsp;Mazur has served as the Chairman of Elsworthy Capital Management Ltd., a
London-based European equity hedge fund. From October&nbsp;2006 until December&nbsp;2009, Mr.
Mazur served as the CEO of Brevan Howard U.S. Asset Management, the U.S. arm of London-based
Brevan Howard. In 2001 Mr.&nbsp;Mazur founded Ambassador Capital Group, a privately held
investment and advisory entity providing capital, business development and strategic planning
advice to companies in the healthcare, financial services and real estate fields. Mr.&nbsp;Mazur
received his B.A. in political science from Columbia University in 1981 and a J.D. from
Villanova University in 1984.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with our emergence from bankruptcy, our plan of reorganization provided that our
directors prior to our emergence from bankruptcy were all deemed to have resigned, and a new board
of directors was appointed as of the effective date of our emergence from bankruptcy. Pursuant to
the plan of reorganization, the new board of directors was determined by the lenders that provided
us debtor-in-possession while we were in bankruptcy and the investors that provided us exit
financing. The members of our board of directors that were designated in our plan of reorganization
are David Pernock, Paul Hopper and Kelvin Moore.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->7<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No director is related to any other director or executive officer of our company or our
subsidiaries, and, subject to the above paragraph, there are no arrangements or understandings
between a director and any other person pursuant to which such person was elected as director.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Certificate of Incorporation, as amended, provides that the Board of Directors be divided
into three classes. Each director serves a term of three years. At each annual meeting, the
stockholders elect directors for a full term or the remainder thereof, as the case may be, to
succeed those whose terms have expired. Each director holds office for the term for which elected
or until his or her successor is duly elected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No director or officer of our company has, during the last five years: (i)&nbsp;been convicted of
any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)&nbsp;been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, United States federal or state
securities laws or finding any violations with respect to such laws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Board Committees</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We do not currently have an audit committee, compensation committee or nominating committee.
Our full board currently performs the duties and responsibilities of such committees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Executive Officer Compensation</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth information regarding compensation with respect to the fiscal
years ended December&nbsp;31, 2009 and 2008 paid or accrued by us to or on behalf of those persons who,
during the fiscal year ended December&nbsp;31, 2009, served as our Chief Executive Officer or Chief
Financial Officer, as well as our most highly compensated key employees as of December&nbsp;31, 2009
(the &#147;named executive officers&#148;).
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Summary Compensation Table &#151; 2009</B>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Option</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>All Other</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Salary</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Bonus</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Awards</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Awards</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Compensation</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Total</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">

<TD nowrap align="left" style="border-bottom: 1px solid #000000">Name and Principal Position</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Year</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>($)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>($)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>($) (1)</B></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>($) (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>($)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>($)</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Declan Daly, <BR>
Chief Financial
Officer and</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2009</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">403,538</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">100,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">288,000 </TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">17,908</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">809,446</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Chief
Operating
Officer (2)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2008</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">427,635</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">766,839</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,219,474</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Todd Greenspan,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2009</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">176,308</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">226,308</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Former Chief
Financial
Officer (6)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2008</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">231,385</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">78,663</TD>
    <TD nowrap>(7)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">310,048</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John Maslowski, <BR>
Vice President of
Operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2009</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">149,279</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">16,117</TD>
    <TD nowrap>(8)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">165,396</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Karen Donhauser, <BR>

Vice President of
Quality</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2009</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110,936</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">9,670</TD>
    <TD nowrap>(9)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120,606</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>


<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Except as disclosed in footnotes (8)&nbsp;and (9), represents the full grant date fair value of
the stock award or option grant, as applicable, calculated in accordance with FASB ASC Topic
718. For the purposes of making the stock award calculation, an assumed value of $0.48 per
share was utilized. For the purposes of making the option calculation for 2009, the following
assumptions were made: (a)&nbsp;expected life (years) &#151; 3.5 (for the options issued to Mr.
Maslowski and Ms.&nbsp;Donhauser); expected life (years) &#151; 2.5 (for the options issued to Mr.
Daly); (b)&nbsp;volatility &#151; 65.87%; (c)&nbsp;dividend yield &#151; none; and (d)&nbsp;discount rate &#151; 1.64% (for
the options issued to Mr.&nbsp;Maslowski and Ms.&nbsp;Donhauser); discount rate &#151; 0.99% (for the options
issued to Mr.&nbsp;Daly). For the purposes of making the option calculation for 2008, the following assumptions were
made: (a)&nbsp;expected life (years) &#151; 10 (for the options issued to Mr.&nbsp;Daly); expected life (years)
&#151; 6 (for the options issued to Mr.&nbsp;Greenspan); (b)&nbsp;volatility &#151; 82.87% (for the options issued to
Mr.&nbsp;Daly); volatility &#151; 105.41% (for the options issued to Mr.&nbsp;Greenspan); (c)&nbsp;dividend yield &#151;
none; and (d)&nbsp;discount rate &#151; 3.89% (for the options issued to Mr.&nbsp;Daly); discount rate &#151; 2.83%
(for the options issued to Mr.&nbsp;Greenspan).
We excluded the assumed forfeiture rate for the purposes of the
calculations in the table.</TD>
</TR>


</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Daly served as our Chief Executive Officer during 2009. Mr.&nbsp;Daly is currently our Chief
Financial Officer and Chief Operating Officer.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to our bankruptcy plan, our management was granted shares of our common stock. Mr.
Daly received 600,000 shares of common stock, of which 300,000 shares vested immediately and
150,000 shares vest on each successive one-year anniversary; provided that if we do not renew
Mr.&nbsp;Daly&#146;s employment agreement at the end of its term or in the event of a change of control,
any unvested shares will automatically vest.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of an option issued in connection with Mr.&nbsp;Daly joining our board of directors in
November&nbsp;2009 to purchase 50,000 shares of common stock at an exercise price of $0.75 per
share.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>During 2008, Mr.&nbsp;Daly was granted options to purchase 450,000 shares of common stock.
These options were terminated in our bankruptcy and are no longer outstanding.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(6)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Greenspan served as our Chief Financial Officer until September&nbsp;2009.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(7)</TD>
    <TD>&nbsp;</TD>
    <TD>During 2008, Mr.&nbsp;Greenspan was granted options to purchase 200,000 shares of common
stock. These options were terminated in our bankruptcy and are no longer outstanding.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(8)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of an option to purchase 100,000 shares of common stock at an exercise price of
$0.75 per share of which 50,000 shares vest on October&nbsp;6, 2010 and 50,000 shares vest if our
BLA is approved by the FDA. The grant date fair value in the table above excludes the 50,000
shares that would vest if our BLA is approved by the FDA as that portion of the option is
subject to performance conditions and is not considered to be &#147;probable&#148; pursuant to FASB ASC
Topic 718. The full grant date fair value of the option assuming the performance conditions
are met is $32,234.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(9)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of an option to purchase 60,000 shares of common stock at an exercise price of
$0.75 per share of which 30,000 shares vest on October&nbsp;6, 2010 and 30,000 shares vest if our
BLA is approved by the FDA. The grant date fair value in the table above excludes the 30,000
shares that would vest if our BLA is approved by the FDA as that portion of the option is
subject to performance conditions and is not considered to be &#147;probable&#148; pursuant to FASB ASC
Topic 718. The full grant date fair value of the option assuming the performance conditions
are met is $19,341.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Equity Awards</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth certain information concerning our outstanding options for our
named executive officers at December&nbsp;31, 2009.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Outstanding Equity Awards At Fiscal Year-End&#151;2009</B>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="28%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Underlying</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Underlying</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Market value of</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Unexercised</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Unexercised</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>shares of stock</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>shares of stock</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Options</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Options</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Option Exercise</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>that have not</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>that have not</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>(#)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>(#)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Price</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Option</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>vested</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>vested</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Exercisable</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Unexercisable</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>($)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Expiration Date</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>(#)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>($)</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Declan Daly</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11/20/2014</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">300,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">345,000</TD>
    <TD nowrap>(1)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Todd Greenspan</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John Maslowski</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">100,000</TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10/6/2014</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Karen Donhauser</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">60,000</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10/6/2014</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Based on the closing price of our common stock of $1.15 on December&nbsp;31, 2009.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of an option to purchase 100,000 shares of common stock at an exercise price of
$0.75 per share of which 50,000 shares vest on October&nbsp;6, 2010 and 50,000 shares vest if our
BLA is approved by the FDA.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of an option to purchase 60,000 shares of common stock at an exercise price of $0.75
per share of which 30,000 shares vest on October&nbsp;6, 2010 and 30,000 shares vest if our BLA is
approved by the FDA.</TD>
</TR>

</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">None of our named executive officers has exercised any options.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Pension Benefits</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None of our named executives participate in or have account balances in qualified or
non-qualified defined benefit plans sponsored by us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Nonqualified Deferred Compensation</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None of our named executives participate in or have account balances in non-qualified defined
contribution plans or other deferred compensation plans maintained by us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Director Compensation</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In September&nbsp;2009, our board of directors approved a compensation plan for its non-executive
directors pursuant to which each such director will receive an annual fee of $50,000, payable
in monthly installments, and upon appointment to the board of directors will receive an initial
option grant to purchase 200,000 shares of Company common stock at the fair market value of the
Company on the date of issuance. On September&nbsp;30, 2009, the board of directors agreed to provide
Mr.&nbsp;David Pernock, the Chairman of the Board, with the above cash compensation, as well as an
option to purchase 450,000 shares of Company common stock at the fair market value of the Company
on the date of issuance, of which 300,000 shares vest immediately and 150,000 shares vest in
12&nbsp;months, provided Mr.&nbsp;Pernock is Chairman of the Board on such date.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Director Compensation Table&#151;2009</B>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fees Earned or Paid</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>All other</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>in Cash</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Option Awards</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>compensation</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Total</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>($)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>($)(1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>($)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>($)</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Post-bankruptcy directors</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">David Pernock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,639</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">151,537</TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">15,000</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">179,176</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Paul Hopper</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,250</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">61,866</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78,116</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Robert Langer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">61,866</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">16,667</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91,866</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Kelvin Moore</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,250</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">61,866</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78,116</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Declan Daly</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD nowrap>(5)</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Pre-bankruptcy directors (6)</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Steven Morrell</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29,015</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Kenneth A. Selzer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,308</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Nicholas L. Teti</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95,154</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Henry Y.L. Toh</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29,015</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Terry E. Vandewarker</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37,508</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Marshall G. Webb</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,385</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Represents the full grant date fair value of the option grant calculated in accordance
with FASB ASC Topic 718. For the purposes of making the option calculation, the following
assumptions were made: (a)&nbsp;expected life (years) &#151; 2.5 (for the options issued to Messrs.
Hopper, Langer and Moore); expected life (years) &#151; 3.0 (for the options issued to Mr.
Pernock); (b)&nbsp;volatility &#151; 66.75%; (c)&nbsp;dividend yield &#151; none; and (d)&nbsp;discount rate &#151; 1.36%
(for the options issued to Messrs.&nbsp;Hopper, Langer and Moore); discount rate &#151; 1.45% (for the
options issued to Mr.&nbsp;Pernock).</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>As of December&nbsp;31, 2009, Mr.&nbsp;Pernock held options to purchase an aggregate of 450,000
shares of our common stock with an exercise price of $0.75 per share.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of consulting fees.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>As of December&nbsp;31, 2009, Messrs.&nbsp;Hopper, Langer and Moore each held an option to purchase
200,000 shares of our common stock with an exercise price of $0.75 per share.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>See &#147;Executive Officer Compensation &#151; Summary Compensation Table &#151; 2009.&#148;</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(6)</TD>
    <TD>&nbsp;</TD>
    <TD>All options issued to our pre-bankruptcy directors were terminated in the bankruptcy and are
no longer outstanding. No options were issued to these directors in 2009.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Equity Incentive Plan</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently have an outstanding equity incentive plan, the Fibrocell Science, Inc. 2009
Equity Incentive Plan, or Incentive Plan, that permits us to grant awards in the form of incentive
stock options, as defined in Section&nbsp;422 of the Internal Revenue Code, or Code, as well as options
which do not so qualify, called non-qualified stock options, stock units, stock awards, stock
appreciation rights, and other stock-based awards. The purpose of the plan is to promote the interests of Fibrocell, and to
motivate, attract and retain the services of the people upon whose efforts and contributions our
success depends.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The three outstanding stock option plans we had prior to our reorganization, (a)&nbsp;our 2001
Stock Option and Appreciation Rights Plan reserving 5,000,000 shares of common stock for the
issuance of options to employees, directors and consultants, (b)&nbsp;our 2003 Stock Option and
Appreciation Rights Plan reserving 2,250,000 shares of common stock for the issuance of options to
employees, directors and consultants, and (c)&nbsp;our 2005 Equity Incentive Plan reserving 2,100,000
shares of common stock for the issuance of options to employees, directors and consultants,
terminated as of the effective date of our reorganization and all outstanding options issued
pursuant to the plans were cancelled.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Management Agreements</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective upon our exit from bankruptcy on September&nbsp;3, 2009, we entered into an employment
agreement, pursuant to which Mr.&nbsp;Daly agreed to serve as our chief operating officer until December
31, 2011, subject to the automatic renewal of the agreement for an additional one-year term unless
we notify Mr.&nbsp;Daly prior to the expiration of the agreement of our intention not to renew the
agreement. Notwithstanding the foregoing, if a change of control occurs during the term of the
agreement, we may not terminate the agreement for a period of two years after such change of
control. The agreement provides Mr.&nbsp;Daly with an annual base salary of $300,000, which will be
periodically reviewed and may be increased at the Board&#146;s discretion. Mr.&nbsp;Daly received a one-time
signing bonus payment in the amount of $100,000. Mr.&nbsp;Daly is entitled to receive an annual bonus,
payable each year subsequent to the issuance of final audited financial statements, but in no case
later than 120&nbsp;days after the end of our most recently completed fiscal year. The final
determination on the amount of the annual bonus will be made by the Compensation Committee of the
Board of Directors, based primarily on criteria mutually agreed upon with Mr.&nbsp;Daly. The targeted
amount of the annual bonus shall be 50% of Mr.&nbsp;Daly&#146;s base salary. The actual annual bonus for any
given period may be higher or lower than 50%. For any fiscal year in which Mr.&nbsp;Daly is employed for
less than the full year (other than for 2009), he shall receive a bonus which is prorated based on
the number of full months in the year which are worked. Mr.&nbsp;Daly is entitled to a bonus of $50,000
if we are able to complete a capital raise or series of capital raises in excess of $6.0&nbsp;million,
provided Mr.&nbsp;Daly is our chief operating officer at such time. Mr.&nbsp;Daly is entitled to a bonus of
$50,000 if our BLA is approved by the FDA, provided Mr.&nbsp;Daly is our chief operating officer at such
time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we terminate the employment agreement without cause or if Mr.&nbsp;Daly dies or become disabled,
we will continue to pay Mr.&nbsp;Daly (or his heirs) his base salary at such time for the longer of the
remainder of the term of the employment agreement or 12&nbsp;months from the date of termination. If we
terminate the employment agreement without cause following a change of control or if Mr.&nbsp;Daly
terminates the employment agreement for good reason,
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">we must pay Mr.&nbsp;Daly, within 30&nbsp;days of
termination, a cash payment equal to the amounts payable for the greater of the remainder of the
term of the employment agreement or 12&nbsp;months from the date of termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the employment agreement and as provided in our bankruptcy reorganization plan,
Mr.&nbsp;Daly received a grant of 600,000 shares of common stock, of which 300,000 shares vested
immediately and 150,000 shares vest on each successive one-year anniversary; provided that if we do
not renew the employment agreement at the end of the term or in the event of a change of control,
any unvested shares will automatically vest. We have agreed to make a tax gross-up payment with
respect to the equity grant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.&nbsp;Daly has agreed that during his employment and for a period of 12&nbsp;months after termination
or expiration of his employment agreement he will not compete with us, solicit our employees, or
attempt to divert or take away our customers and clients.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective upon our exit from bankruptcy on September&nbsp;3, 2009, we entered into a consultant
agreement, pursuant to which Dr.&nbsp;Langer agreed to provide consulting services to us, including
serving a scientific advisor. The agreement has a one year term, provided that either party may
terminate the agreement on 30&nbsp;days notice. The agreement provides Dr.&nbsp;Langer annual compensation of
$50,000.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On February&nbsp;1, 2010, the Company entered into an employment agreement with Mr.&nbsp;Pernock
pursuant to which Mr.&nbsp;Pernock agreed to serve as Chief Executive Officer of the Company for an
initial term ending February&nbsp;1, 2013, which may be renewed for an additional one-year term by
mutual agreement. The agreement provides for an annual salary of $450,000. Mr.&nbsp;Pernock is entitled
to receive an annual bonus each year, payable subsequent to the issuance of the Company&#146;s final
audited financial statements, but in no case later than 120&nbsp;days after the end of its most recently
completed fiscal year. The final determination on the amount of the annual bonus will be made by
the Board of Directors (or the Compensation Committee of the Board of Directors, if such committee
has been formed), based on criteria established by the Board of Directors (or the Compensation
Committee of the Board of Directors, if such committee has been formed). The targeted amount of the
annual bonus shall be 60% of Mr.&nbsp;Pernock&#146;s base salary, although the actual bonus may be higher or
lower.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the agreement, Mr.&nbsp;Pernock was granted a ten-year option to purchase 1,650,000 shares at
an exercise price per share equal to the closing price of the Company&#146;s common stock on the date of
execution of the agreement, or February&nbsp;1, 2010. The options vest as follows: (i)&nbsp;250,000 shares
upon execution of the agreement; (ii)&nbsp;100,000 shares upon the closing of a strategic partnership or
licensing deal with a major partner that enables the Company to significantly improve and/or
accelerate its capabilities in such areas as research, production, marketing and/or sales and
enable the Company to reach or exceed its major business milestones within the Company&#146;s strategic
and operational plans, provided Mr.&nbsp;Pernock is the CEO on the closing date of such partnership or
licensing deal (the determination of whether any partnership or licensing deal meets the foregoing
criteria will be made in good faith by the Board upon the closing of such partnership or licensing
deal); and (iii)&nbsp;1,300,000 shares in equal 1/36th installments (or 36,111 shares per installment)
monthly over a three-year period, provided Executive is the CEO on each vesting date. The vesting
of all options set forth above shall accelerate upon a &#147;change in control&#148; as defined in the
agreement, provided Mr.&nbsp;Pernock is employed by the Company within 60&nbsp;days prior to the date of such
change in control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If Mr.&nbsp;Pernock&#146;s employment is terminated at the Company&#146;s election at any time, for reasons
other than death, disability, cause (as defined in the agreement) or a voluntary resignation, or by
Mr.&nbsp;Pernock for good reason (as defined in the agreement), Mr.&nbsp;Pernock shall be entitled to receive
severance payments equal to twelve months of Mr.&nbsp;Pernock&#146;s base salary and of the premiums
associated with continuation of Mr.&nbsp;Pernock&#146;s benefits pursuant to COBRA to the extent that he is
eligible for them following the termination of his employment; provided that if anytime within
eighteen months after a change in control either (i)&nbsp;Mr.&nbsp;Pernock is terminated, at the Company&#146;s
election at any time, for reasons other than death, disability, cause or voluntary resignation, or
(ii)&nbsp;Mr.&nbsp;Pernock terminates the agreement for good reason, Mr.&nbsp;Pernock shall be entitled to receive
severance payments equal to: (1)&nbsp;two years of Mr.&nbsp;Pernock&#146;s base salary, (2)&nbsp;Mr.&nbsp;Pernock&#146;s most
recent annual bonus payment, and (3)&nbsp;the premiums associated with continuation of Mr.&nbsp;Pernock&#146;s
benefits pursuant to COBRA to the extent that he is eligible for them following the termination of
his employment for a period of one year after termination. All severance payments shall be made in
a lump sum within ten business days of Mr.&nbsp;Pernock&#146;s execution and delivery of a general release of
the Company, its parents, subsidiaries and affiliates and each of its officers, directors,
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">employees, agents, successors and assigns in a form acceptable to the Company. If severance
payments are being made, Mr.&nbsp;Pernock has agreed not to compete with the Company until twelve months
after the termination of his employment.
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>RELATED PARTY TRANSACTIONS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Review and Approval Policies and Procedures for Related Party Transactions</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to Board policy, our executive officers and directors, and principal stockholders,
including their immediate family members and affiliates, are not permitted to enter into a related
party transaction with us without the prior consent of our audit committee, or other independent
committee of our board of directors in the case it is inappropriate for our audit committee to
review such transaction due to a conflict of interest. Any request for us to enter into a
transaction with an executive officer, director, principal stockholder, or any of such persons&#146;
immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be
presented to our audit committee for review, consideration and approval. All of our directors, executive officers and employees are required to report to our
audit committee any such related party transaction. In approving or rejecting the proposed
agreement, our audit committee shall consider the relevant facts and circumstances available and
deemed relevant to the audit committee. Our audit committee shall approve only those agreements
that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as
our audit committee determines in the good faith exercise of its discretion. We do not currently
have an audit committee and our full board currently performs the duties and responsibilities of
the audit committee.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>PRINCIPAL STOCKHOLDERS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth information regarding the beneficial ownership of our common
stock as of May 4, 2010 by:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>each person known by us to be the beneficial owner of more than 5% of our
outstanding shares of common stock;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>each of our named executive officers and directors; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>all of our officers and directors as a group.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise indicated, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock beneficially owned by them.
Unless otherwise indicated, the address for our named executive officers and directors is c/o
Fibrocell Science Inc., 405 Eagleview Boulevard, Exton, Pennsylvania 19341.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Name of Beneficial Owner</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Owned(1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Class(2)</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Declan Daly</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">650,000</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">3.3</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">David Pernock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">694,444</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">3.4</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Paul Hopper</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">200,000</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.0</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Kelvin Moore</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">200,000</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.0</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Robert Langer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">200,000</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.0</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Marc Mazur</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">100,000 </TD>
    <TD nowrap>(6)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">*</TD>

</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John Maslowski</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">100,000 </TD>
    <TD nowrap>(7)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">*</TD>


</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Karen Donhauser</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">60,000 </TD>
    <TD nowrap>(8)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Todd Greenspan (9)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">All Executive Officers and Directors as a Group (5 persons)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">2,204,444</TD>
    <TD nowrap>(10)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">10.3</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Five percent or more of shareholders</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">James E. Flynn (11)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">10.1</TD>
    <TD nowrap>%</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Beneficial ownership is determined in accordance with Rule&nbsp;13d-3 under the Exchange Act.
Unless otherwise noted, all listed shares of common stock are owned of record by each person or
entity named as beneficial owner and that person or entity has sole voting and dispositive power
with respect to the shares of common stock owned by each of them. As to each person or entity named
as beneficial owners, that person&#146;s or entity&#146;s percentage of ownership is determined based on the
assumption that any options or convertible securities held by such person or entity which are
exercisable or convertible within 60&nbsp;days of the date of this report have been exercised or
converted, as the case may be.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Based upon 19,768,676 shares of common stock outstanding as of April&nbsp;5, 2010.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 50,000 shares underlying an option exercisable at $0.75 per share.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes: (i)&nbsp;300,000 shares underlying an option exercisable at $0.75 per
share; and (ii)&nbsp;394,444 shares underlying an option exercisable at $1.08 per share (which
represents the vested portion, plus the shares that will vest within 60&nbsp;days of the date of this
filing, of an option to purchase 1,650,000 shares issued in connection with Mr.&nbsp;Pernock&#146;s
employment agreement). In addition, Mr.&nbsp;Pernock holds an option to purchase 150,000 shares at $0.75
per share, which is exercisable in September&nbsp;2010.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of 200,000 shares underlying an option exercisable at $0.75 per share.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(6)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of 100,000 shares underlying an option exercisable at $1.04 per share. In
addition, Mr.&nbsp;Mazur holds an option to purchase 100,000 shares at $1.04 per share, which is
exercisable in April&nbsp;2011.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(7)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of 100,000 shares underlying an option exercisable at $0.75 per share.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(8)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of 60,000 shares underlying an option exercisable at $0.75 per share.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(9)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Greenspan ceased providing services to the company on the effective date of
the bankruptcy in September&nbsp;2009.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(10)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes options to purchase 1,604,444 shares of common stock.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(11)</TD>
    <TD>&nbsp;</TD>
    <TD>Reflects the beneficial ownership of the reported entities and their affiliates as
reported in the Schedule&nbsp;13G filed March&nbsp;2, 2010. The business address for James E. Flynn,
Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., and Deerfield Management Company,
L.P. is 780 Third Avenue, 37th Floor, New York, NY 10017. The business address for Deerfield
Special Situations Fund International Limited is c/o Bisys Management, Bison Court, Columbus
Centre, P.O. Box 3460, Road Town, Tortola, British Virgin Islands. Deerfield Capital, L.P. and
Deerfield Special Situations Fund, L.P. have shared investment discretion over 708,000 shares.
Deerfield Management Company, L.P. and Deerfield Special Situations Fund International Limited have
shared investment discretion over 1,292,000 shares. James E. Flynn has shared investment
discretion over 2,000,000 shares.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DESCRIPTION OF SECURITIES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>General</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are authorized to issue 250,000,000 shares of common stock and 5,000,000 shares of
preferred stock. As of April&nbsp;5, 2010, we had 19,768,676 shares of common stock outstanding and
3,250 shares of Series&nbsp;A Preferred outstanding. In addition, as of such date we had:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-family: Wingdings"><B>&#167;</B></FONT> 4,457,000 shares of common stock issuable upon the exercise of options issued
pursuant to our current stock option plan and outside our stock option plan;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-family: Wingdings"><B>&#167;</B></FONT> 543,000 shares of common stock available for issuance upon the exercise of
options available for future grant under our stock option plan;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-family: Wingdings"><B>&#167;</B></FONT> 4,766,667 shares of common stock issuable upon the conversion of the
Series&nbsp;A Preferred;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-family: Wingdings"><B>&#167;</B></FONT> 1,083,331 shares of common stock for issuance upon exercise of the Class&nbsp;A
warrants; 1,083,332 shares of common stock for issuance upon exercise of the Class&nbsp;B warrants; and
433,333 shares of common stock for issuance upon exercise of the warrants issued to the placement
agents for our Series&nbsp;A Preferred offering; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-family: Wingdings"><B>&#167;</B></FONT> 5,076,664 shares of common stock issuable upon exercise of common stock
purchase warrants issued in the March&nbsp;2010 offering and 406,133 shares of common stock underlying
the warrants issued to the placement agents in such offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Common Stock</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to preferences that may be applicable to any preferred stock outstanding at the time,
the holders of our common stock are entitled to receive dividends out of legally available assets
at such times and in such amounts as our Board of Directors may from time to time determine. Each
stockholder is entitled to one vote for each share of common stock held on all matters submitted to
a vote of stockholders. Cumulative voting for the election of directors is not authorized.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is not subject to conversion or redemption and holders of our common stock
are not entitled to preemptive rights. Upon the liquidation, dissolution or winding up of our
company, the remaining assets legally available for distribution to stockholders, after payment of
claims or creditors and payment of liquidation preferences, if any, on outstanding preferred stock,
are distributable ratably among the holders of our common stock and any participating preferred
stock outstanding at that time. Each outstanding share of common stock is fully paid and
nonassessable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Preferred Stock</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Board of Directors has the authority, without action by our stockholders, to designate and
issue preferred stock in one or more series. Our Board of Directors may also designate the rights,
preferences and privileges of each series of preferred stock, any or all of which may be greater
than the rights of the common stock. It is not possible to state the actual effect of the issuance
of any shares of preferred stock on the rights of holders of the common stock until our Board of
Directors determines the specific rights of the holders of the preferred stock. However, these
effects might include: (a)&nbsp;restricting dividends on the common stock; (b)&nbsp;diluting the voting power
of the common stock; (c)&nbsp;impairing the liquidation rights of the common stock; and (d)&nbsp;delaying or
preventing a change in control of our company without further action by our stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of the date of this prospectus, we have authorized two classes of preferred stock,
Series&nbsp;A Convertible Preferred Stock, or Series&nbsp;A Preferred and Series&nbsp;C Junior Participating
Preferred Stock, or Series&nbsp;C Preferred. As of April&nbsp;5, 2010, there were 3,250 shares of Series&nbsp;A
Preferred outstanding and no shares of Series&nbsp;C Preferred outstanding.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Series&nbsp;A Preferred</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Series&nbsp;A Preferred shares were issued in October&nbsp;2009 pursuant to an agreement between us
and certain accredited investors. To designate and establish the shares of Series&nbsp;A Preferred, our
board approved, and on October&nbsp;8, 2009, we filed with the Delaware Secretary of State, a
Certificate of Designation of Preferences, Rights and Limitations of Series&nbsp;A Convertible Preferred
Stock, or Certificate of Designation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Dividends; Rank; Liquidation</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of the Series&nbsp;A Preferred are entitled to receive cumulative dividends at the rate per
share (as a percentage of the stated value per share) of 6% per annum (subject to increase in
certain circumstances), payable quarterly in arrears on January&nbsp;15, April&nbsp;15, July&nbsp;15 and October
15, beginning on April&nbsp;15, 2010. The dividends are payable in cash, or at our option, in duly
authorized, validly issued, fully paid and non-assessable shares of common stock equal to 110% of
the cash dividend amount payable on the dividend payment date, or a combination thereof; provided
that we may not pay the dividends in shares of common stock unless we meet certain conditions
described in the Certificate of Designation. If we pay the dividend in shares of common stock, the
common stock will be valued for such purpose at 80% of the average of the volume weighted average
price for the 10 consecutive trading days ending on the trading day that is immediately prior to the dividend payment date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of common stock issued as dividends on the Series&nbsp;A Preferred are not being registered
under this prospectus. Such shares are deemed to be &#147;restricted securities&#148; under Rule&nbsp;144 of the
Securities Act and may only be sold in compliance with Rule&nbsp;144.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Series&nbsp;A Preferred ranks senior to all shares of common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, the holders
of the Series&nbsp;A Preferred shall be entitled to receive out of our assets, whether capital or
surplus, an amount equal to the stated value of the common stock, plus any accrued and unpaid
dividends thereon and any other fees or liquidated damages then due and owing thereon under the
Certificate of Designation, for each share of Series&nbsp;A Preferred before any distribution or payment
shall be made to the holders of any junior securities, and if our assets are insufficient to pay in
full such amounts, then the entire assets to be distributed to the holders of the Series&nbsp;A
Preferred shall be ratably distributed among the holders in accordance with the respective amounts
that would be payable on such shares if all amounts payable thereon were paid in full.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Conversion; Conversion Price; Forced Conversion; Optional Redemption</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each share of Series&nbsp;A Preferred is convertible into a number of shares of common stock equal
to (1)&nbsp;the stated value of the share ($1,000), divided by (2)&nbsp;the conversion price, which is
currently $0.75, but is subject to adjustment as discussed below. We refer to this price as the
Conversion Price.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With certain exceptions, if, at any time while the Series&nbsp;A Preferred is outstanding, we sell
or grant any option to purchase or sell or grant any right to reprice, or otherwise dispose of or
issue (or announce any sale, grant or any option to purchase or other disposition), any common
stock or common stock equivalents at an effective price per share that is lower than the then
Conversion Price, then the Conversion Price will be reduced to equal the lower price. The
Conversion Price is also subject to proportional adjustment in the event of any stock split, stock
dividend, reclassification or similar event with respect to the common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commencing six months from the date of the agreement pursuant to which we issued the Series&nbsp;A
Preferred, if the volume weighted average price for each of any 20 consecutive trading days exceeds
200% of the then effective Conversion Price and various other equity conditions are satisfied
(including that the resale of the shares underlying the Series&nbsp;A Preferred has been registered
under the Securities Act), upon 30&nbsp;days notice, the Series&nbsp;A Preferred plus all accrued and unpaid
dividends will automatically convert into shares of common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commencing two years from the date of the agreement pursuant to which we issued the Series&nbsp;A
Preferred, upon 30&nbsp;days notice and provided various other equity conditions are satisfied
(including that the resale of the shares
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">underlying the Series&nbsp;A Preferred has been registered
under the Securities Act), we may redeem some or all of the then outstanding Series&nbsp;A Preferred for
cash in an amount equal to the 150% of the stated value of the Series&nbsp;A Preferred.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Voting</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of the Series&nbsp;A Preferred have no voting rights except with respect to specified
matters affecting the rights of the Series&nbsp;A Preferred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Negative Covenants</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As long as any shares of Series&nbsp;A Preferred are outstanding, we may not, directly or
indirectly: (a)&nbsp;amend our charter documents in any manner that materially and adversely affects any
rights of the holders of the Series&nbsp;A Preferred; (b)&nbsp;pay cash dividends or distributions on our
junior securities (including the common stock); or (c)&nbsp;enter into any transaction with any affiliate of ours which would be
required to be disclosed in any public filing, unless such transaction is made on an arm&#146;s-length
basis and expressly approved by a majority of our disinterested directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Triggering Events</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of a Triggering Event (as defined in the Certificate of Designation and described
below), any holder of Series&nbsp;A Preferred may require us to redeem all of its Series&nbsp;A Preferred, at
a redemption price equal to the greater of (a)&nbsp;130% of the stated value and (b)&nbsp;the product of (i)
the volume weighted average price on the trading day immediately preceding the date of the
Triggering Event and (ii)&nbsp;the stated value divided by the then Conversion Price, plus all accrued
but unpaid dividends thereon and all liquidated damages and other costs, expenses or amounts due in
respect of the Series&nbsp;A Preferred. Triggering Events include, among other things, bankruptcy
related events, change of control transactions (as defined in the Certificate of Designation), and
various types of failures to perform under, and breaches of, the transaction documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Series&nbsp;C Preferred</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2006, our Board of Directors declared a dividend distribution of one right for each
outstanding share of common stock to stockholders of record at the close of business on May&nbsp;22,
2006, the record date. Each right entitles the registered holder to purchase from us a unit
consisting of one ten-thousandth of a share of Series&nbsp;C Preferred at a purchase price of $35.00 per
unit, subject to adjustment. The rights are not exercisable until the distribution date and will
expire at 5:00 P.M. (New York City time) on May&nbsp;12, 2016, unless such date is extended or the
rights are earlier redeemed or exchanged by us. The distribution date occurs upon the earlier of:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ten business days following a public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 15% or more of
our outstanding common stock (20%, in the case of certain institutional investors)
other than as a result of repurchases of stock by us or certain inadvertent actions by
institutional or certain other stockholders; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ten business days (or such later date as the Board shall determine) following the
commencement of a tender offer or exchange offer that would result in a person or
group becoming an acquiring person.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Warrants</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Class&nbsp;A Warrants, Class&nbsp;B Warrants and Placement Agent Warrants</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to, and contemporaneous with the execution of, the agreement in which we issued the
Series&nbsp;A Preferred, we issued Class&nbsp;A warrants to purchase 501,542 shares of common stock and
Class&nbsp;B warrants to purchase 416,666 shares of common stock to the investors that purchased our
Series&nbsp;A Preferred pursuant to the agreement in which we issued the Series&nbsp;A Preferred. At the same
time we also issued warrants to purchase 250,000
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">shares of common stock to the placement agents for
the Series&nbsp;A Preferred. Each of the warrants is exercisable upon issuance and has a five-year term.
The initial exercise price of the Class&nbsp;A warrants was $1.62 per share, the initial exercise price
of the Class&nbsp;B warrants was $1.95 per share, and the initial exercise price of the warrants issued
to the placement agents was $1.30 per share.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With certain exceptions, the Class&nbsp;A warrants, Class&nbsp;B warrants and placement agent warrants
provide that if at any time while the warrants are outstanding, we sell or grant any option to
purchase or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any
sale, grant or any option to purchase or other disposition), any common stock or common stock
equivalents at an effective price per share that is lower than the then exercise price of the
relevant warrant, then the exercise price of such warrant will be reduced to equal the lower price and the number of shares issuable thereunder
will be increased such that the aggregate exercise price after the exercise price adjustment will
be equal to the aggregate exercise price prior to the adjustment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;4, 2010 pursuant to a securities purchase agreement, we completed an offering,
referred to as the Private Offering, in which we issued to certain accredited investors shares of
common stock at a purchase price of $0.75 per share. Consequently, as a result of the purchase
price of the common stock sold in the Private Offering, effective as of March&nbsp;4, 2010, (a)&nbsp;the
conversion price of the Series&nbsp;A Preferred has been reduced from $1.30 to $0.75, (b)&nbsp;the exercise
prices for the Class&nbsp;A, Class&nbsp;B and placement agent warrants have been reduced from $1.62, $1.95
and $1.30 per share, respectively, to $0.75 per share and (c)&nbsp;the numbers of shares underlying the
Class&nbsp;A, Class&nbsp;B and placement agent warrants have been increased to 1,083,331, 1,083,332 and
433,333 respectively. Of the total number of shares underlying the Class A, Class B and placement agent warrants, 501,542, 416,666 and 250,000 shares respectively have been previously registered.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>March&nbsp;2010 Private Offering Warrants</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We entered a securities purchase agreement dated March&nbsp;4, 2010 with certain accredited
investors pursuant to which the Company agreed to sell in the aggregate 5,076,664 shares of our
common stock. In addition to the common stock purchased, each investor received a warrant to
purchase the same number of shares of common stock acquired in the offering at an exercise price of
$0.98 per share. Each of the warrants was exercisable immediately and has a five-year term. The
warrants may be exercised on a cash-less basis and are non-redeemable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With certain exceptions, the warrants provide that if, at any time while the warrants are
outstanding, we sell or grant any option to purchase or sell or grant any right to reprice, or
otherwise dispose of or issue (or announce any sale, grant or any option to purchase or other
disposition), any common stock or common stock equivalents at an effective price per share that is
lower than the then exercise price of the relevant warrant, then the exercise price of such warrant
will be reduced to equal the lower price and the number of shares issuable thereunder will be
increased such that the aggregate exercise price after the exercise price adjustment will be equal
to the aggregate exercise price prior to the adjustment.. If we enter into a fundamental
transaction (which term is defined in the warrants), then at the warrant holder&#146;s option,
exercisable at any time concurrently with, or within 30&nbsp;days after, the announcement of a
fundamental transaction, we must redeem all or any portion of the warrant from the holder by paying
to the holder an amount of cash equal to the Black Scholes value of the remaining unexercised
portion of this warrant on or prior to the date of the consummation of such fundamental
transaction. Any cash payments to be made pursuant to the preceding sentence shall have priority to
payments to holders of common stock in connection with a fundamental transaction. The assumptions
to be used in calculating the Black Scholes value are set forth in Schedule&nbsp;1 to the warrant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Registration Rights</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the Series&nbsp;A Preferred purchase agreement, we entered into registration
rights agreements with the purchasers of the Series&nbsp;A Preferred, which requires us to register the
resale of the 110% of the shares of common stock underlying the Series&nbsp;A Preferred and the shares
of common stock underlying the Class&nbsp;A warrants, Class&nbsp;B warrants and placement agent warrant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the March&nbsp;4, 2010 securities purchase agreement, we also entered into
registration rights agreements with the purchasers of the common stock, which requires us to
register the resale of the shares of common stock issued and the shares of common stock underlying
the warrants issued.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.5% Notes</B>
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In our bankruptcy reorganization plan, each holder of Isolagen&#146;s 3.5% convertible subordinated
notes, due November&nbsp;2024, in the approximate non-converted aggregate principal amount of $81
million, received, in full and final satisfaction, settlement, release and discharge of and in
exchange for any and all claims arising out of the 3.5% convertible subordinated notes, its <I>pro
rata </I>share of an unsecured note in the principal amount of $6&nbsp;million, or the New Notes. The New Notes have the following features:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>12.5% interest payable quarterly in cash or, at our option, 15% payable in kind by
capitalizing such unpaid amount and adding it to the principal as of the date it was
due;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>mature June&nbsp;1, 2012;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>at any time prior to the maturity date, we may redeem any portion of the
outstanding principal of the New Notes in cash at 125% of the stated face value of the
New Notes; provided that we will be obligated to redeem all outstanding New Notes upon
the following events: (a)&nbsp;we or our subsidiary, Fibrocell Technologies, Inc.
(formerly, Isolagen Technologies, Inc.) successfully complete a capital campaign
raising in excess of $10,000,000; or (b)&nbsp;we or our subsidiary, Fibrocell Technologies,
Inc., are acquired by, or sell a majority stake to, an outside party;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the New Notes contain customary representations, warranties and covenants,
including a covenant that we and our subsidiary, Fibrocell Technologies, Inc., shall
be prohibited from the incurrence of additional debt without obtaining the consent of
66 2/3% of the New Note holders.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Anti-Takeover Effects of Provisions of Delaware Law</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provisions of Delaware law and our Certificate of Incorporation, as amended, and Bylaws could
make the acquisition of our company through a tender offer, a proxy contest or other means more
difficult and could make the removal of incumbent officers and directors more difficult. We expect
these provisions to discourage coercive takeover practices and inadequate takeover bids and to
encourage persons seeking to acquire control of our company to first negotiate with our Board of
Directors. We believe that the benefits provided by our ability to negotiate with the proponent of
an unfriendly or unsolicited proposal outweigh the disadvantages of discouraging these proposals.
We believe the negotiation of an unfriendly or unsolicited proposal could result in an improvement
of its terms.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Anti-Takeover Effects of Provisions of Our Charter Documents</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Certificate of Incorporation, as amended, provides for our Board of Directors to be
divided into three classes serving staggered terms. Approximately one-third of the Board of
Directors will be elected each year. The provision for a classified board could prevent a party who
acquires control of a majority of the outstanding voting stock from obtaining control of the Board
of Directors until the second annual stockholders&#146; meeting following the date the acquirer obtains
the controlling stock interest. The classified board provision could discourage a potential
acquirer from making a tender offer or otherwise attempting to obtain control of our company and
could increase the likelihood that incumbent directors will retain their positions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Bylaws do not permit stockholders to call a special meeting of stockholders. Our Bylaws
provide that special meetings of the stockholders may be called only by a majority of the members
of our Board of Directors, our Chairman of the Board of Directors, our Chief Executive Officer or
our President. Our Bylaws require that all stockholder actions be taken by a vote of the
stockholders at an annual or special meeting, and do not permit our stockholders to act by written
consent without a meeting. Our Bylaws provide for an advance notice procedure for stockholder
proposals to be brought before an annual meeting of our stockholders, including proposed
nominations of persons for election to the Board of Directors. At an annual meeting, stockholders
may only consider proposals or nominations specified in the notice of meeting or brought before the
meeting by or at the direction of the Board of Directors. Stockholders may also consider a proposal
or nomination by a person who was a stockholder of record on the record date for the meeting, who
is entitled to vote at the meeting and who has given to our Secretary timely written notice, in
proper form, of his, her or its intention to bring that business before the meeting. The Bylaws do
not give our Board of Directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special
or annual meeting of the stockholders. However, our
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->19<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Bylaws may have the effect of precluding the
conduct of business at a meeting if the proper procedures are not followed. These provisions may
also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect
the acquirer&#146;s own slate of directors or otherwise attempting to obtain control of our company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Listing</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed on the OTCBB under the symbol &#147;FCSC.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Transfer Agent</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The transfer agent for our common stock is American Stock Transfer &#038; Trust Company located at
59 Maiden Lane, New York, New York 11038.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>SHARES ELIGIBLE FOR FUTURE SALE</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
of May 4, 2010, there were approximately 19,768,676 shares of our common stock
outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Future sales of a substantial number of shares of our common stock in the public market could
adversely affect market prices prevailing from time to time. Under the terms of this prospectus,
the shares of common stock underlying the Series&nbsp;A Preferred and the warrants may be resold without
restriction or further registration under the Securities Act, except that any shares offered by our
&#147;affiliates,&#148; as that term is defined under the Securities Act, may generally only be sold in
compliance with Rule&nbsp;144 under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Shares Covered by this Prospectus</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following shares may be offered for resale under this prospectus:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>up to 4,766,667 shares of common stock representing 110% of the shares
underlying the Series&nbsp;A Preferred we issued in October&nbsp;2009;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>up to 1,083,331 shares of common stock underlying Class&nbsp;A warrants issued in the
Series&nbsp;A Preferred offering;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>up to 1,083,332 shares of common stock underlying Class&nbsp;B warrants issued in the
Series&nbsp;A Preferred offering; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>up to 433,333 shares of common stock underlying warrants issued to the placement
agent in the Series&nbsp;A Preferred offering.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the shares being registered in this offering may be resold by the investors without
restriction under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Rule&nbsp;144</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC adopted amendments to Rule&nbsp;144 which became effective on February&nbsp;15, 2008, and apply
to securities acquired both before and after that date. Under these amendments, a person who has
beneficially owned restricted shares of our common stock for at least six months would be entitled
to sell their securities provided that (i)&nbsp;such person is not deemed to have been one of our
affiliates at the time of, or at any time during the three months preceding, a sale and (ii)&nbsp;we are
subject to the Exchange Act periodic reporting requirements for at least three months before the
sale.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Of the 19,768,676 shares of our common stock issued and outstanding as of April&nbsp;5, 2010, a
total of 600,000 shares are deemed &#147;control securities,&#148; within the meaning of Rule&nbsp;144. Absent
registration under the Securities Act, the sale of such shares is subject to Rule&nbsp;144, as
promulgated under the Securities Act. Similarly, any shares we issue as dividends on the Series&nbsp;A
Preferred are deemed &#147;restricted securities&#148; under Rule&nbsp;144 and may
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->20<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">only be sold in compliance with
Rule&nbsp;144. The remainder of our outstanding shares may be sold without limitation or restriction.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Sales under Rule&nbsp;144 by Affiliates</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Persons who have beneficially owned restricted shares of our common stock for at least six
months but who are our affiliates at the time of, or at any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell
within any three-month period only a number of securities that does not exceed the greater of
either of the following:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;1%
of the number of shares of common stock then outstanding, which will equal 197,687
shares as of the date of this prospectus; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;if the common stock is listed on a national securities exchange, the average weekly
trading volume of the common stock during the four calendar weeks preceding the filing of a notice
on Form&nbsp;144 with respect to the sale.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;However, since our shares are quoted on the OTCBB, our stockholders will not be able to rely
on the market-based volume limitation described in the second bullet above. If, in the future, our
securities are listed on an exchange, then our stockholders would be able to rely on the
market-based volume limitation. Unless and until our stock is so listed or quoted, our stockholders
can only rely on the percentage based volume limitation described in the first bullet above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such sales by affiliates must also comply with the manner of sale, current public information
and notice provisions of Rule&nbsp;144. The selling stockholders will not be governed by the foregoing
restrictions when selling their shares pursuant to this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Sales Under Rule&nbsp;144 by Non-Affiliates</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Rule&nbsp;144, a person who is not deemed to have been one of our affiliates at the time of
or at any time during the three months preceding a sale, and who has beneficially owned their
shares proposed to be sold for at least six months, including the holding period of any prior owner
other than an affiliate, is entitled to sell their shares without complying with the manner of sale
and volume limitation or notice provisions of Rule&nbsp;144. We must be current in our public reporting
if the non-affiliate is seeking to sell under Rule&nbsp;144 after holding his shares between six months
and one year. After one year, non-affiliates do not have to comply with any other Rule&nbsp;144
requirements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The possibility that substantial amounts of our common stock may be sold under Rule&nbsp;144 into
the public market may adversely affect prevailing market prices for the common stock and could
impair our ability to raise capital in the future through the sale of equity securities.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->21<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING SECURITY HOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table presents information regarding the Selling Stockholders. The percentage of
outstanding shares beneficially owned is based on 19,768,676 shares of common stock issued and
outstanding on May 4, 2010. Beneficial ownership is determined in accordance with Rule&nbsp;13d-3
under the Exchange Act. As to each person or entity named as beneficial owners, that person&#146;s or
entity&#146;s percentage of ownership is determined based on the assumption that any warrants or
convertible securities (such as the Series&nbsp;A Preferred) held by such person or entity which are
exercisable or convertible within 60&nbsp;days of the date of this report have been exercised or
converted, as the case may be.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Series&nbsp;A Preferred and warrants each provide that at no time may a holder convert the
Series&nbsp;A Preferred or exercise the warrants if the number of shares of common stock to be issued
pursuant to such conversion or exercise would exceed, when aggregated with all other shares of
common stock owned by such holder at such time, the number of shares of common stock which would
result in such holder beneficially owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares
of our common stock; provided, however, that upon the holder providing us with 61&nbsp;days notice that
such holder would like to waive this provision then this provision will be of no force or effect;
provided, further, that this provision will be of no force or effect during the 61&nbsp;days immediately
preceding the expiration of the Series&nbsp;A Preferred or warrant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as may be otherwise described below, to the best of our knowledge, the named Selling
Stockholder beneficially owns and has sole voting and investment authority as to all of the shares
set forth opposite his name, none of the selling stockholders is known to us to be a registered
broker-dealer or an affiliate of a registered broker-dealer, and none of the Selling Stockholders
has not held any position or office, or has had any material relationship with us or any of our
affiliates within the past three years. Each of the Selling Stockholders has acquired his, her or
its shares solely for investment and not with a view to or for resale or distribution of such
securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information with respect to beneficial ownership is based upon information provided to us by
the Selling Stockholders. For purposes of presentation, we have assumed that the Selling
Stockholders will sell all shares offered hereby, including the shares issuable on the exercise of
warrants or conversion of their Series&nbsp;A Preferred.
</DIV>
<DIV align="center">
<TABLE style="font-size: 8pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="19%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>No. of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>No. of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>No. of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Issuable</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>No. of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>No. of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Issuable</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Upon</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Issuable</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Common</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Upon</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Exercise of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Issuable</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Upon</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Approximate</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Conversion</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>the Class</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Upon</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Exercise of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number Of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Series A</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>A</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Exercise of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Placement</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned Prior</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Issued and</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares To</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Preferred</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Warrants</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>the Class B</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Agent</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to the Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Outstanding</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Shares Registere</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Approximate</B></TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Warrants</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Warrants</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>(excluding</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>d and To</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage of</B></TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD nowrap align="center"><B>Name of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>those set forth</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Be Sold</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares To Be</B></TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD nowrap align="center"><B>Selling</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>in the prior</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned Prior</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>In This</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After The</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned After</B></TD>
</TR>
<TR style="font-size: 6pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Stockholders</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>(1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>columns)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>to the Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>the Offering</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Basu Biosciences,
LLC (2)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>133,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>33,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>33,335</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>1.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>200,001</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">MOG Capital, LLC (3)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>1,333,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>333,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>333,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>1,333,334 </TD>
    <TD nowrap>(11)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>9.99</TD>
    <TD nowrap>%(3)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>1,999,999</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>1,333,334</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>6.52</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Ravinder Holder</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>66,667</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>16,667</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>16,666</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" nowrap>*</TD>

    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>100,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Straus Healthcare
Partners, L.P. (4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>454,667</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>113,666</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>113,667</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>810,289 (4</TD>
    <TD nowrap>) (11)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>7.18</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>682,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>810,289</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>4.03</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Straus-GEPT
Partners, L.P. (4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>485,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>121,334</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>121,334</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>153,106</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>4.30</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>728,001</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>153,106</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" nowrap>*</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Straus Partners,
L.P. (4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>726,667</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>181,667</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>181,667</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>229,505</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>6.33</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>1,090,001</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>229,505</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>1.16</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Bao Ruo Wang</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>250,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>62,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>62,499</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>87,725</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>2.30</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>374,999</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>87,725</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD align="left" nowrap>*</TD>

</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Chen Zhang</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>250,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>62,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>62,499</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>87,725</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>2.30</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>374,999</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>87,725</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" nowrap>*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">William Zuo</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>250,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>62,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>62,499</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>87,725</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>2.30</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>374,999</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>87,725</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" nowrap>*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Tao Zhou</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>250,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>62,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>62,499</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>87,725</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>2.30</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>374,999</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>87,725</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" nowrap>*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Margery M. Scotti</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>133,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>33,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>33,335</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>266,666 </TD>
    <TD nowrap>(11)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>2.32</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>200,001</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>266,666</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>1.34</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">George Carris (7)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>216,667</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>769,732 (5</TD>
    <TD nowrap>) (11)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>4.76</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>216,667</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>769,732 (5</TD>
    <TD nowrap>) (11)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>3.75</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">David Batista (8)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>108,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>621,505 (6</TD>
    <TD nowrap>) (11)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>3.57</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>108,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>621,505 (6</TD>
    <TD nowrap>) (11)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>3.05</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">David Walter Boral
(9)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>108,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>173,362 (10</TD>
    <TD nowrap>) (11)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>1.41</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" nowrap>108,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right" nowrap>173,362 (10</TD>
    <TD nowrap>) (11)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" nowrap>*</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Stockholder owns less than 1%</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->22<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>The Selling Stockholders and any broker-dealers or agents that are involved in selling these
shares are deemed to be underwriters within the meaning of the Securities Act for such sales. An
underwriter is a person who has purchased shares from an issuer with a view towards distributing
the shares to the public. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares purchased by them may be considered to be underwriting
commissions or discounts under the Securities Act.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Shekhar Basu, in his capacity as managing member of Basu Biosciences, LLC has voting and
dispositive power over the securities held by Basu Biosciences, LLC.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>MOG Capital, LLC is a registered broker dealer. The registrable securities were acquired in
the ordinary course of business and not as compensation for investment banking services.
Accordingly, the selling security holder is an &#147;underwriter&#148; within the meaning of Section&nbsp;2(a)(11)
of the Securities Act under the interpretations of the SEC. Jason Adler, in his capacity as
managing member of MOG Capital, LLC has voting and dispositive power over the securities held by
MOG Capital, LLC. Mr.&nbsp;Adler disclaims beneficial ownership of such securities. Notwithstanding
the percentage set forth in the table above, the Series&nbsp;A Preferred and warrants each provide that
at no time may a holder convert the Series&nbsp;A Preferred or exercise the warrants if the number of
shares of common stock to be issued pursuant to such conversion or exercise would exceed, when
aggregated with all other shares of common stock owned by such holder at such time, the number of
shares of common stock which would result in such holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of
the then issued and outstanding shares of our common stock; provided, however, that upon the holder
providing us with 61&nbsp;days notice that such holder would like to waive this provision then this
provision will be of no force or effect; provided, further, that this provision will be of no force
or effect during the 61&nbsp;days immediately preceding the expiration of the Series&nbsp;A Preferred or
warrant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Ravinder Holder, general partner of each of the selling stockholders, holds voting and
dispositive power over the securities held by the selling stockholders. The common stock listed
prior to the offering and after the offering includes 143,623 shares acquired other than in the
Series&nbsp;A Preferred offering and in the offering discussed in footnote (11).</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes an option to purchase 500,000 shares of common stock at $0.75 per share, and a
warrant to purchase 203,066 shares underlying warrants we agreed to issue to our placement agent in
connection with our March&nbsp;2010 offering. Mr.&nbsp;Carris is an affiliate of the placement agent.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(6)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes an option to purchase 400,000 shares of common stock at $0.75 per share, and a
warrant to purchase 154,839 shares underlying warrants we agreed to issue to our placement agent in
connection with our March&nbsp;2010 offering. Mr.&nbsp;Batista is an affiliate of the placement agent.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(7)</TD>
    <TD>&nbsp;</TD>
    <TD>The shares being registered underlie warrants we agreed to issue to our placement agent in
connection with the Series&nbsp;A Preferred offering. Mr.&nbsp;Carris is an affiliate of the placement agent.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->23<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(8)</TD>
    <TD>&nbsp;</TD>
    <TD>The shares being registered underlie warrants we agreed to issue to our placement agent in
connection with the Series&nbsp;A Preferred offering. Mr.&nbsp;Batista is an affiliate of the placement
agent.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(9)</TD>
    <TD>&nbsp;</TD>
    <TD>The shares being registered underlie warrants we agreed to issue to our placement agent in
connection with the Series&nbsp;A Preferred offering. Mr.&nbsp;Boral is an affiliate of the placement agent.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(10)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes an option to purchase 100,000 shares of common stock at $0.75 per share, and a
warrant to purchase 48,228 shares underlying warrants we agreed to issue to our placement agent in
connection with our March&nbsp;2010 offering. Mr.&nbsp;Boral is an affiliate of the placement agent.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(11)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes shares of common stock acquired pursuant to our March&nbsp;4, 2010 securities purchase
agreement with certain accredited investors, as well as shares of common stock underlying warrants
acquired pursuant to our March&nbsp;4, 2010 securities purchase agreement. Half of the shares listed
for each investor is common stock and the other half is common stock underlying warrants.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may require the Selling Stockholders to suspend the sales of the securities offered by this
prospectus upon the occurrence of any event that makes any statement in this prospectus or the
related registration statement untrue in any material respect or that requires the changing of
statements in these documents in order to make statements in those documents not misleading.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Selling Stockholder of the common stock and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of common stock
covered hereby on the principal trading market or any other stock exchange, market or trading
facility on which the shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. A Selling Stockholder may use any one or more of the following methods when
selling shares:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>block trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to facilitate
the transaction;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an exchange distribution in accordance with the rules of the applicable
exchange;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>privately negotiated transactions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>settlement of short sales entered into after the effective date of the registration
statement of which this prospectus is a part;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in transactions through broker-dealers that agree with the Selling
Stockholders to sell a specified number of such shares at a stipulated price per
share;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a combination of any such methods of sale; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any other method permitted pursuant to applicable law.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders may also sell shares under Rule&nbsp;144 under the Securities Act, if
available, rather than under this prospectus.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->24<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the Selling
Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this
Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule&nbsp;2440; and in the case of a principal transaction a markup or markdown
in compliance with FINRA IM-2440.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the sale of the common stock or interests therein, the Selling Stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The Selling Stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers
that in turn may sell these securities. The Selling Stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or create one or more
derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be &#147;underwriters&#148; within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it
does not have any written or oral agreement or understanding, directly or indirectly, with any
person to distribute the Common Stock. In no event shall any broker-dealer receive fees,
commissions and markups which, in the aggregate, would exceed 8%.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is required to pay certain fees and expenses incurred by the Company incident to
the registration of the shares. The Company has agreed to indemnify the Selling Stockholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because Selling Stockholders may be deemed to be &#147;underwriters&#148; within the meaning of the
Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act
including Rule&nbsp;172 thereunder. The Selling Stockholders have advised us that there is no
underwriter or coordinating broker acting in connection with the proposed sale of the resale shares
by the Selling Stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We agreed to keep this prospectus effective until the earlier of (i)&nbsp;the date on which the
shares may be resold by the Selling Stockholders without registration and without regard to any
volume or manner-of-sale limitations by reason of Rule&nbsp;144, without the requirement for the Company
to be in compliance with the current public information under Rule&nbsp;144 under the Securities Act or
any other rule of similar effect or (ii)&nbsp;all of the shares have been sold pursuant to this
prospectus or Rule&nbsp;144 under the Securities Act or any other rule of similar effect. The resale
shares will be sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale shares of Common Stock
covered hereby may not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification requirement is available
and is complied with.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under applicable rules and regulations under the Exchange Act, any person engaged in the
distribution of the resale shares may not simultaneously engage in market making activities with
respect to the common stock for the applicable restricted period, as defined in Regulation&nbsp;M, prior
to the commencement of the distribution. In addition, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations thereunder, including
Regulation&nbsp;M, which may limit the timing of purchases and sales of shares of the common stock by
the Selling Stockholders or any other person. We will make copies of this prospectus available to
the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to
each purchaser at or prior to the time of the sale (including by compliance with Rule&nbsp;172 under the
Securities Act).
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->25<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incorporate information into this prospectus by reference, which means that we
disclose important information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this prospectus, except
to the extent superseded by information contained herein. We incorporate by reference the documents
listed below that have been previously filed with the SEC:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Annual Report on Form 10-K for the fiscal year ended December&nbsp;31, 2009, which
we filed with the SEC on March&nbsp;31, 2010; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Current Reports on Form 8-K, which we filed with the SEC on February&nbsp;1, 2010,
March&nbsp;3, 2010 and April 6, 2010.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We do not incorporate by reference documents or information furnished to, but not filed with,
the SEC.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide to each person, including any beneficial owner, to whom a prospectus is
delivered, upon written or oral request, a copy of the reports and documents that have been
incorporated by reference in this prospectus, at no cost. Any such request may be made by writing
or telephoning us at the following address or phone number:
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">Fibrocell Science, Inc.<BR>
405 Eagleview Boulevard<BR>
Exton, Pennsylvania 19341<BR>
(484)&nbsp;713-6000<BR>
Attention: Corporate Secretary
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These documents can also be requested through, and are available in, the &#147;Investors&#148; section
of our website, which is located at <I>www.fibrocellscience.com</I>, or as described under &#147;Where You Can
Find More Information&#148; below. The information and other content contained on or linked from our
internet website are not part of this prospectus.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements as of December&nbsp;31, 2009 (&#147;Successor&#148;) and 2008 (&#147;Predecessor&#148; as
described in Note 1 of the notes to the consolidated financial statements incorporated herein by
reference) and for the year ended December&nbsp;31, 2008 (&#147;Predecessor&#148;), for the period from January&nbsp;1,
2009 to August&nbsp;31, 2009 (&#147;Predecessor&#148;) and for the period from the Successor&#146;s inception
(September&nbsp;1, 2009) through December&nbsp;31, 2009 and included in this Prospectus and in the
Registration Statement have been so included in reliance on the report of BDO Seidman, LLP, an
independent registered public accounting firm, the report on the financial statements contains an
explanatory paragraph regarding the Company&#146;s ability to continue as a going concern, appearing
elsewhere herein and in the Registration Statement, given on the authority of said firm as experts
in auditing and accounting.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the SEC a registration statement on Form S-1 under the Securities Act with
respect to the common stock offered in this offering. This prospectus does not contain all of the
information set forth in the registration statement. For further information with respect to us and
the common stock offered in this offering, we refer you to the registration statement and to the
attached exhibits. With respect to each such document filed as an exhibit to the registration
statement, we refer you to the exhibit for a more complete description of the matters involved.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->26<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may inspect our registration statement and the attached exhibits and schedules without
charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain copies of all or any part of our registration statement from the SEC
upon payment of prescribed fees. You may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our SEC
filings, including the registration statement and the exhibits filed with the registration statement,
are also available from the SEC&#146;s website at www.sec.gov, which contains reports, proxy
and information statements and other information regarding issuers
that file electronically with the SEC.
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->27<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II<BR>
INFORMATION NOT REQUIRED IN PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;13. Other Expenses of Issuance and Distribution</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth the costs and expenses, other than underwriting discounts,
payable by the registrant in connection with the sale of the shares of common stock being
registered. All amounts are estimates except the fees payable to the SEC.
</DIV>





<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">SEC Registration Fee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">199.16</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Accounting Fees and Expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD>&nbsp;</TD>
<TD align="left">5,000</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Legal Fees and Expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD>&nbsp;</TD>
<TD align="left">5,000</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Miscellaneous</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD>&nbsp;</TD>
<TD align="left">1,000</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:45px; text-indent:-15px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD>&nbsp;</TD>
<TD align="left">11,199.16</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="3" align="right" style="border-top: 3px double #000000">&nbsp;</TD>

</TR>
<!-- End Table Body -->
</TABLE>
</DIV>





<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;14. Indemnification of Directors and Officers</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fibrocell&#146;s Certificate of Incorporation and Bylaws authorize it to indemnify directors,
officers, employees and agents of Fibrocell against expenses (including attorneys&#146; fees),
judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection
with any action, suit or proceeding, if the party to be indemnified acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests of Fibrocell, and,
with respect to any criminal action or proceeding, such party had no reasonable cause to believe
his conduct was unlawful. The Certificate of Incorporation and the Bylaws of Fibrocell also
authorize it to indemnify directors, officers, employees and agents of Fibrocell who are or were a
party to or threatened to be a party to, any threatened, pending, or completed action or suit by or
in the right of Fibrocell to procure a judgment in its favor by reason of the fact the he was a
director, officer, employee or agent of Fibrocell or of another entity at the request of Fibrocell,
against expenses (including reasonable attorneys&#146; fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of Fibrocell, except
that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged liable to Fibrocell unless and to the extent that the court in
which such suit or action was brought shall determine on application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Bylaws also permit Fibrocell to enter into indemnity agreements with individual directors,
officers, employees, and other agents. Fibrocell reserves the right to enter into such agreements
with its directors and executive officers effective upon the closing of this offering. These
agreements, together with the Bylaws and Certificate of Incorporation, may require Fibrocell, among
other things, to indemnify directors or officers against certain liabilities that may arise by
reason of their status or service as directors (other than liabilities resulting from willful
misconduct of a culpable nature), to advance expenses to them as they are incurred, provided that
they undertake to repay the amount advanced if it is ultimately determined by a court that they are
not entitled to indemnification, and to obtain and maintain directors&#146; and officers&#146; insurance if
available on reasonable terms.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fibrocell&#146;s Certificate of Incorporation provides that directors shall have no personal
liability to Fibrocell or its stockholders for monetary damages for breach of fiduciary duty as a
director, except (i)&nbsp;for any breach of a director&#146;s duty of loyalty to Fibrocell or its
stockholders, (ii)&nbsp;for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii)&nbsp;under section 174 of the General Corporation Law of Delaware
as it may from time to time be amended or any successor provision thereto, or (iv)&nbsp;for any
transaction from which a director derived an improper personal benefit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fibrocell currently has directors&#146; and officers&#146; liability insurance. Delaware General
Corporation Law, Section&nbsp;145, and the Certificate of Incorporation and Bylaws of Fibrocell provide
for the indemnification of officers,
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->28<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">directors and other corporate agents in terms sufficiently
broad to indemnify such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, Fibrocell has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;15. Recent Sales of Unregistered Securities</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On August&nbsp;27, 2009, the United States Bankruptcy Court for the District of Delaware in
Wilmington entered an order, or Confirmation Order, confirming the Joint First Amended Plan of
Reorganization dated July&nbsp;30, 2009, as supplemented by the Plan Supplement dated August&nbsp;21, 2009,
or the Plan, of Isolagen, Inc. and Isolagen&#146;s wholly owned subsidiary, Isolagen Technologies, Inc.
The effective date of the Plan was September&nbsp;3, 2009.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the Plan, all Isolagen equity interests, including without limitation its common
stock, options and warrants outstanding as of the effective date were cancelled. On the effective
date, Fibrocell completed an exit financing of common stock in the amount of $2&nbsp;million. Fibrocell
issued the following shares of common stock pursuant to the Plan:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><FONT style="font-family: Wingdings">&#167;</FONT> 7,320,000 shares, to its pre-bankruptcy lenders and the lenders that provided its
debtor-in-possession facility, collectively;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><FONT style="font-family: Wingdings">&#167;</FONT> 3,960,000 shares, to the holders of the 3.5% convertible subordinated notes issued
by Isolagen;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><FONT style="font-family: Wingdings">&#167;</FONT> 600,000 shares, to its management as of the effective date, which was its chief
operating officer;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><FONT style="font-family: Wingdings">&#167;</FONT> 120,000 shares, to the holders of its general unsecured claims; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><FONT style="font-family: Wingdings">&#167;</FONT> 2,666,666 shares, to the purchasers of shares in the exit financing (its
pre-bankruptcy lenders, the lenders that provided the debtor-in-possession facility and the
holders of the 3.5% convertible subordinated notes were permitted to participate in the
exit financing).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The common stock issued pursuant to the Plan was issued pursuant to Section&nbsp;1145 of the United
States Bankruptcy Code, which exempts the issuance of securities from the registration requirements
of the Securities Act of 1933, as amended (&#147;Securities Act&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A condition precedent to Fibrocell&#146;s exit from bankruptcy was that it execute an investment
banking agreement with John Carris Investments LLC and Viriathus Capital LLC. In connection with
this agreement, Fibrocell was required to pay a retainer, which consisted in part of the issuance
of options to purchase an aggregate of 1,000,000 shares of common stock at $0.75 per share. These
securities were issued pursuant to the exemption from registration permitted under Section&nbsp;4(2) of
the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In October&nbsp;2009, the Series&nbsp;A Preferred and the Class&nbsp;A and Class&nbsp;B warrants were sold in a
transaction exempt from registration under the Securities Act, in reliance on Section&nbsp;4(2) thereof
and Rule&nbsp;506 of Regulation&nbsp;D thereunder. Each purchaser represented that it was an &#147;accredited
investor&#148; as defined in Regulation&nbsp;D.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In October&nbsp;2009, Fibrocell entered into two consulting agreements with two individuals.
Fibrocell issued the two consultants options to purchase 200,000 shares and 150,000 shares,
respectively. The options have an expiration date five years from the date of issuance and an
exercise price of $0.75 per share. The options were issued in a transaction exempt from registration under the Securities
Act of 1933, in reliance on Section&nbsp;4(2) thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In March&nbsp;2010, Fibrocell sold the common stock and warrant being registered in this
registration statement in a transaction exempt from registration under the Securities Act, in
reliance on Section&nbsp;4(2) thereof and Rule&nbsp;506 of Regulation&nbsp;D thereunder. Each purchaser
represented that it was an &#147;accredited investor&#148; as defined in Regulation&nbsp;D.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->29<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;16. Exhibits and Financial Statement Schedules</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">2.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Debtors&#146; First Amended Joint Plan of Reorganization dated July&nbsp;30,
2009 and Disclosure Statement (filed as Exhibit&nbsp;10.2 to the
Company&#146;s Form&nbsp;10-Q for quarter ended June&nbsp;30, 2009, filed on August
12, 2009 and as Exhibit&nbsp;99.1 to our Form&nbsp;8-K filed September&nbsp;2,
2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">3.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit&nbsp;3.1 to our Form&nbsp;8-K filed September&nbsp;2, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">3.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Amended and Restated Bylaws (incorporated by reference to
Exhibit&nbsp;3.2 to our Form&nbsp;8-K filed September&nbsp;2, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">3.3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Certificate of Designation of Preferences, Rights and Limitations of
Series&nbsp;A 6% Convertible Preferred Stock (incorporated by reference
to Exhibit&nbsp;3.1 to our Form&nbsp;8-K filed October&nbsp;14, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">4.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Common Stock Certificate (incorporated by reference to
Exhibit&nbsp;4.1 to our Form&nbsp;10-Q filed November&nbsp;23, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">4.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Class&nbsp;A/B Common Stock Purchase Warrant (incorporated by
reference to Exhibit&nbsp;4.1 to our Form&nbsp;8-K filed October&nbsp;14, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">4.3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of 12.5% Promissory Note (incorporated by reference to
Exhibit&nbsp;10.1 to our Form&nbsp;8-K filed September&nbsp;10, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">4.4</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Placement Agent Warrant (incorporated by reference to
Exhibit&nbsp;4.2 to our Form&nbsp;10-Q filed November&nbsp;23, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">4.5</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common Stock Purchase Warrant issued in March&nbsp;2010 offering
(incorporated by reference to Exhibit&nbsp;4.1 to our Form&nbsp;8-K filed
March&nbsp;3, 2010)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">5</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Opinion of Cozen O&#146;Connor</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Securities Purchase Agreement dated October&nbsp;13, 2009 between the
Company and the Series&nbsp;A Preferred Stock Purchasers (incorporated by
reference to Exhibit&nbsp;10.1 to our Form&nbsp;8-K filed October&nbsp;14, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Employment Agreement between the Company and Declan Daly
(incorporated by reference to Exhibit&nbsp;10.1 to our Form&nbsp;10-Q filed
November&nbsp;23, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consulting Agreement between the Company and Robert Langer
(incorporated by reference to Exhibit&nbsp;10.2 to our Form&nbsp;10-Q filed
November&nbsp;23, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.4</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2009 Equity Incentive Plan (incorporated by reference to
Exhibit&nbsp;10.3 to our Form&nbsp;10-Q filed November&nbsp;23, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.5</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Lease Agreement between Isolagen, Inc and The Hankin Group dates
April&nbsp;7, 2005 (previously filed as an exhibit to the company&#146;s Form
8-K, filed on April&nbsp;12, 2005)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.6</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Purchase Option Agreement between Isolagen, Inc and 405 Eagleview
Associates dated April&nbsp;7, 2005 (previously filed as an exhibit to
the company&#146;s Form&nbsp;8-K, filed on April&nbsp;12, 2005)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.7</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Intellectual Property Purchase Agreement between Isolagen
Technologies, Inc., Gregory M. Keller, and PacGen Partners
(previously filed as an exhibit to the company&#146;s amended Form&nbsp;S-1,
as filed on October&nbsp;24, 2003)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.8</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Employment Agreement between the Company and David Pernock
(incorporated by reference to Exhibit&nbsp;10.1 to our Form&nbsp;8-K filed
February&nbsp;1, 2010)</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->30<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">

<TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;10.9</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Registration Rights Agreement between the Company and the Series&nbsp;A
Preferred Stock Purchasers, dated October&nbsp;13, 2009 (incorporated by
reference to Exhibit&nbsp;10.2 to our Form&nbsp;8-K filed October&nbsp;14, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;10.10</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Securities Purchase Agreement dated March&nbsp;2, 2010 (incorporated by
reference to Exhibit&nbsp;10.1 to our Form&nbsp;8-K filed March&nbsp;3, 2010)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;10.11</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Registration Rights Agreement dated March&nbsp;2, 2010 (incorporated by
reference to Exhibit&nbsp;10.1 to our Form&nbsp;8-K filed March&nbsp;3, 2010)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;21</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">List of Subsidiaries (previously filed as an exhibit to the
company&#146;s Annual Report on Form&nbsp;10-K for the fiscal year ended
December&nbsp;31, 2006)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">*23.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of BDO Seidman, LLP</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;23.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Cozen O&#146;Connor (included in Exhibit&nbsp;5)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;24.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Power of Attorney (included on signature page)</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;17. Undertakings</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i. To include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ii. To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth
in the &#147;Calculation of Registration Fee&#148; table in the effective registration statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;iii. To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided however, That:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A. Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the
registration statement is on Form S-3 or Form F-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) that is part of the registration statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->31<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i. If the registrant is relying on Rule&nbsp;430B:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A. Each prospectus filed by the registrant pursuant to Rule&nbsp;424(b)(3)shall be
deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B. Each prospectus required to be filed pursuant to Rule&nbsp;424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule&nbsp;430B relating to an
offering made pursuant to Rule&nbsp;415(a)(1)(i), (vii), or (x)&nbsp;for the purpose of
providing the information required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described in
the prospectus. As provided in Rule&nbsp;430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a
new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to
such effective date; or
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->32<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ii. If the registrant is subject to Rule&nbsp;430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule&nbsp;430B or other than prospectuses filed in reliance on Rule&nbsp;430A,
shall be deemed to be part of and included in the registration statement as of the date it
is first used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;That, for the purpose of determining liability of the registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i. Any preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule&nbsp;424;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ii. Any free writing prospectus relating to the offering prepared by or on behalf of
the undersigned registrant or used or referred to by the undersigned registrant;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;iii. The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;iv. Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;The undersigned registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule&nbsp;14a-3 or Rule&nbsp;14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented by Article&nbsp;3 of Regulation&nbsp;S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->33<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Exton, Commonwealth of Pennsylvania, on May 7, 2010.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">FIBROCELL SCIENCE, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/               David Pernock
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left"><B>David Pernock</B>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left"><B>Chief Executive Officer</B>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Declan Daly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and any subsequent registration statements pursuant to Rule&nbsp;462 of the
Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that
each of said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ David Pernock
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
David Pernock
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the
Board and Chief
Executive Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May 7, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Declan Daly
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Declan Daly
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director, Chief
Financial Officer,
Chief Operating
Officer and
Controller
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May 7, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Paul Hopper
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Paul Hopper
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May 7, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Kelvin Moore
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Kelvin Moore
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May 7, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert Langer
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Robert Langer
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May 7, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Mark Mazur
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Mark Mazur
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">May 7, 2010</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->34<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">2.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Debtors&#146; First Amended Joint Plan of Reorganization dated July&nbsp;30,
2009 and Disclosure Statement (filed as Exhibit&nbsp;10.2 to the
Company&#146;s Form&nbsp;10-Q for quarter ended June&nbsp;30, 2009, filed on August
12, 2009 and as Exhibit&nbsp;99.1 to our Form&nbsp;8-K filed September&nbsp;2,
2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">3.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit&nbsp;3.1 to our Form&nbsp;8-K filed September&nbsp;2, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">3.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Amended and Restated Bylaws (incorporated by reference to
Exhibit&nbsp;3.2 to our Form&nbsp;8-K filed September&nbsp;2, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">3.3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Certificate of Designation of Preferences, Rights and Limitations of
Series&nbsp;A 6% Convertible Preferred Stock (incorporated by reference
to Exhibit&nbsp;3.1 to our Form&nbsp;8-K filed October&nbsp;14, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">4.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Common Stock Certificate (incorporated by reference to
Exhibit&nbsp;4.1 to our Form&nbsp;10-Q filed November&nbsp;23, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">4.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Class&nbsp;A/B Common Stock Purchase Warrant (incorporated by
reference to Exhibit&nbsp;4.1 to our Form&nbsp;8-K filed October&nbsp;14, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">4.3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of 12.5% Promissory Note (incorporated by reference to
Exhibit&nbsp;10.1 to our Form&nbsp;8-K filed September&nbsp;10, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">4.4</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Placement Agent Warrant (incorporated by reference to
Exhibit&nbsp;4.2 to our Form&nbsp;10-Q filed November&nbsp;23, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">4.5</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common Stock Purchase Warrant issued in March&nbsp;2010 offering
(incorporated by reference to Exhibit&nbsp;4.1 to our Form&nbsp;8-K filed
March&nbsp;3, 2010)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">5</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Opinion of Cozen O&#146;Connor</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Securities Purchase Agreement dated October&nbsp;13, 2009 between the
Company and the Series&nbsp;A Preferred Stock Purchasers (incorporated by
reference to Exhibit&nbsp;10.1 to our Form&nbsp;8-K filed October&nbsp;14, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Employment Agreement between the Company and Declan Daly
(incorporated by reference to Exhibit&nbsp;10.1 to our Form&nbsp;10-Q filed
November&nbsp;23, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consulting Agreement between the Company and Robert Langer
(incorporated by reference to Exhibit&nbsp;10.2 to our Form&nbsp;10-Q filed
November&nbsp;23, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.4</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2009 Equity Incentive Plan (incorporated by reference to
Exhibit&nbsp;10.3 to our Form&nbsp;10-Q filed November&nbsp;23, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.5</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Lease Agreement between Isolagen, Inc and The Hankin Group dates
April&nbsp;7, 2005 (previously filed as an exhibit to the company&#146;s Form
8-K, filed on April&nbsp;12, 2005)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.6</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Purchase Option Agreement between Isolagen, Inc and 405 Eagleview
Associates dated April&nbsp;7, 2005 (previously filed as an exhibit to
the company&#146;s Form&nbsp;8-K, filed on April&nbsp;12, 2005)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.7</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Intellectual Property Purchase Agreement between Isolagen
Technologies, Inc., Gregory M. Keller, and PacGen Partners
(previously filed as an exhibit to the company&#146;s amended Form&nbsp;S-1,
as filed on October&nbsp;24, 2003)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">10.8</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Employment Agreement between the Company and David Pernock
(incorporated by reference to Exhibit&nbsp;10.1 to our Form&nbsp;8-K filed
February&nbsp;1, 2010)</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->35<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;10.9</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Registration Rights Agreement between the Company and the Series&nbsp;A
Preferred Stock Purchasers, dated October&nbsp;13, 2009 (incorporated by
reference to Exhibit&nbsp;10.2 to our Form&nbsp;8-K filed October&nbsp;14, 2009)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;10.10</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Securities Purchase Agreement dated March&nbsp;2, 2010 (incorporated by
reference to Exhibit&nbsp;10.1 to our Form&nbsp;8-K filed March&nbsp;3, 2010)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;10.11</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Registration Rights Agreement dated March&nbsp;2, 2010 (incorporated by
reference to Exhibit&nbsp;10.1 to our Form&nbsp;8-K filed March&nbsp;3, 2010)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;21</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">List of Subsidiaries (previously filed as an exhibit to the
company&#146;s Annual Report on Form&nbsp;10-K for the fiscal year ended
December&nbsp;31, 2006)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">*23.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of BDO Seidman, LLP</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;23.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Cozen O&#146;Connor (included in Exhibit&nbsp;5)</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;24.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Power of Attorney (included on signature page)</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt"><!-- Folio -->36<!-- /Folio -->
</DIV>



</BODY>
</HTML>
[{"type": "S-1", "sequence": "1", "filename": "w78011b2sv1.htm", "description": "FORM S-1", "secsgml_size_bytes": 311335}]
{"company-data": {"conformed-name": "Fibrocell Science, Inc.", "cik": "0000357097", "assigned-sic": "2834", "irs-number": "870458888", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-166652", "film-number": "10813223"}, "business-address": {"street1": "405 EAGLEVIEW BOULEVARD", "city": "EXTON", "state": "PA", "zip": "19341", "phone": "484-713-6000"}, "mail-address": {"street1": "405 EAGLEVIEW BOULEVARD", "city": "EXTON", "state": "PA", "zip": "19341"}, "former-company": [{"former-conformed-name": "ISOLAGEN INC", "date-changed": "20020320"}, {"former-conformed-name": "AMERICAN FINANCIAL HOLDING INC /DE", "date-changed": "19960330"}, {"former-conformed-name": "AMERICAN FINANCIAL HOLDING INC /CO", "date-changed": "19921008"}]}
sv1
As
filed with the Securities and Exchange Commission on May 7,
2010 Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIBROCELL SCIENCE, INC.
(Exact name of registrant as specified in its charter)
Delaware
2834
87-0458888
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
405 Eagleview Boulevard
Exton, Pennsylvania 19341
(484) 713-6000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Declan Daly
405 Eagleview Boulevard
Exton, Pennsylvania 19341
(484) 713-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Cavas S. Pavri, Esq.
Cozen O'Connor
1900 Market Street
Philadelphia, PA 19103
Professional Corporation
(215) 665-5542
Facsimile: (215) 701-2478
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.
þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
o
.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
o
Calculation
of Registration Fee
Proposed
Maximum
Proposed
Offering
Maximum
Amount of
Title of each Class of Security being
Amount being
Price Per
Aggregate
Registration
Registered
Registered (1)
Security(2)
Offering Price(2)
Fee
Common Stock, $0.001 par value (3)
3,448,456
$
0.81
$
2,793,250
$
199.16
(1)
All of the shares are offered by the Selling Stockholders. Accordingly, this
registration statement includes an indeterminate number of additional shares of common stock
issuable for no additional consideration pursuant to any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of consideration, which
results in an increase in the number of outstanding shares of our common stock. In the event of a
stock split, stock dividend or similar transaction involving our common stock, in order to prevent
dilution, the number of shares registered shall be automatically increased to cover the additional
shares in accordance with Rule 416(a) under the Securities Act of 1933.
(2)
Estimated solely for purposes of determining the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, using the average of the bid and asked prices as reported
on the OTC Bulletin Board on May 6, 2010, which was $0.81 per share.
(3)
Represents shares underlying Series A Preferred Stock and underlying certain
warrants issued in connection with the Series A Preferred Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION
8(a)
OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a)
, MAY
DETERMINE.
Explanatory Note
Fibrocell Science, Inc. (the "Company") previously filed a Registration Statement on Form S-1
(File No. 333-163386) with the U.S. Securities and Exchange Commission (the "SEC") on November 27,
2009, which was declared effective on February 12, 2010 (the "2010 Prior Registration Statement").
The 2010 Prior Registration Statement registered up to 3,918,210 shares of our common stock for
resale by the selling stockholders named therein, including (a) 501,542 shares of common stock
underlying Class A warrants issued in the Company's October 2009 Series A Preferred offering (the
"Series A Preferred offering"); (b) 416,666 shares of common stock underlying Class B warrants
issued in the Series A Preferred offering; and (c) 250,000 shares of common stock underlying
warrants issued to the placement agent in the Series A Preferred offering.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this Registration
Statement is a combined prospectus and also relates to 3,918,210 shares of common stock registered
under the 2010 Prior Registration Statement. Accordingly, this Registration Statement, which is a
new registration statement, also constitutes Post-Effective Amendment No. 1 to the 2010 Prior
Registration Statement, and is being filed to, among other things: (i) include audited financial
statements for our fiscal year ended December 31, 2009 and to reflect additional information
disclosed in our Annual Report on Form 10-K (the "Annual Report") for our fiscal year ended
December 31, 2009; and (ii) register the resale of additional shares of common stock issuable as a
result of antidilution provisions contained in the Company's Class A warrants, Class B warrants,
Placement Agent warrant and the Certificate of Designation for the Series A Preferred.
Accordingly, the prospectus that is part of this Registration Statement (i) carries forward from
the 2010 Prior Registration Statement 3,918,210 shares of our common stock, which includes
1,168,208 shares of our common stock issuable upon the exercise of certain warrants held by certain
of the named selling stockholders and (ii) registers an additional 3,448,456 shares of our common
stock (the "Additional Shares"), which includes (a) 581,789 shares of common stock underlying Class
A warrants issued in the Series A Preferred offering, (b) 666,666 shares of common stock underlying
Class B warrants issued in the Series A Preferred offering, and (c) 183,333 shares of common stock
underlying warrants issue to the placement agent in the Series A Preferred offering. None of the
Additional Shares have been registered previously.
All filing fees payable in connection with the 2010 Prior Registration Statement were previously
paid at the time of the initial filing. A registration fee of $245.87 in respect of the 3,448,456
shares of our common stock being registered in this Registration Statement on Form S-1 is being
paid concurrently with the filing of this Registration Statement on Form S-1.
This information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION, DATED MAY 7, 2010
PROSPECTUS
FIBROCELL SCIENCE, INC.
7,366,666 Common Stock
This prospectus relates to the resale of our common stock by certain of our stockholders,
or Selling Stockholders, named in the section of this prospectus titled "Selling Security Holders."
The following shares may be offered for resale under this prospectus: (a) 4,766,667 shares of
common stock representing 110% of the shares underlying the Series A convertible preferred stock,
or Series A Preferred, we issued in October 2009; (b) 1,083,331 shares of common stock underlying
Class A warrants issued in the Series A Preferred offering; (c) 1,083,332 shares of common stock
underlying Class B warrants issued in the Series A Preferred offering; and (d) 433,333 shares of
common stock underlying warrants issued to the placement agent in the Series A Preferred offering.
Although we will pay substantially all the expenses incident to the registration of the
shares, we will not receive any proceeds from the sales by the Selling Stockholders. We will,
however, receive proceeds if the warrants are exercised; to the extent we receive such proceeds,
they will be used for working capital purposes.
Our
common stock is presently quoted for trading under the symbol "FCSC" on the over the
counter bulletin board, or OTCBB. On May 4, 2010, the last sales price of the common stock, as
reported on the OTCBB was $0.71 per share.
Investing in our common stock is highly speculative and involves a high degree of risk. You
should purchase these securities only if you can afford a complete loss of your investment. You
should carefully consider the risks and uncertainties described under the heading "Risk Factors"
beginning on page 4 of this prospectus before making a decision to purchase our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is
,
2010
TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY
1
RISK FACTORS
3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
4
USE OF PROCEEDS
5
MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
5
MANAGEMENT
6
RELATED PARTY TRANSACTIONS
13
PRINCIPAL STOCKHOLDERS
13
DESCRIPTION OF SECURITIES
15
SHARES ELIGIBLE FOR FUTURE SALE
20
SELLING SECURITY HOLDERS
22
PLAN OF DISTRIBUTION
24
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
26
EXPERTS
26
WHERE YOU CAN FIND MORE INFORMATION
26
PROSPECTUS SUMMARY
This summary highlights information set forth in greater detail elsewhere in this prospectus.
It may not contain all the information that may be important to you. You should read the following
summary together with the more detailed information regarding us and our common stock being sold in
this offering, including the information incorporated by reference into this prospectus. Unless the
context requires otherwise, references to the "Company," "Fibrocell," "we," "our," and "us," refer
to Fibrocell Science, Inc. and its subsidiaries.
Our Company
We are an aesthetic and therapeutic development stage biotechnology company focused on
developing novel skin and tissue rejuvenation products. Our clinical development product candidates
are designed to improve the appearance of skin injured by the effects of aging, sun exposure, acne
and burn scars with a patient's own, or autologous, fibroblast cells produced by our proprietary
Fibrocell process. Our clinical development programs encompass both aesthetic and therapeutic
indications. Our most advanced indication is for the treatment of nasolabial folds/wrinkles (United
States adopted name, or USAN, is azficel-T) and has completed Phase III clinical studies, and the
related Biologics License Application, or BLA, has been submitted to the Food and Drug
Administration, or FDA. In October 2009, the FDA's Cellular, Tissue and Gene Therapies Advisory
Committee reviewed this indication. On December 21, 2009, Fibrocell Science received a Complete
Response letter from the FDA related to the BLA for azficel-T. A Complete Response letter is issued
by the FDA's Center for Biologics Evaluation and Research (CBER) when the review of a file is
completed and additional data are needed prior to approval. The Complete Response letter requested
that we provide data from a histopathological study on biopsied tissue samples from patients
following injection of azficel-T. The letter also requested finalized Chemistry, Manufacturing and
Controls (CMC) information regarding the manufacture of azficel-T as follow-up to discussions that
occurred during the BLA review period, as well as revised policies and procedures regarding
shipping practices, and proposed labeling.
During 2009 we completed a Phase II/III study for the treatment of acne scars. During 2008 we
completed our open-label Phase II study related to full face rejuvenation.
We also develop and market an advanced skin care product line through our Agera subsidiary, in
which we acquired a 57% interest in August 2006.
Exit from Bankruptcy
On August 27, 2009, the United States Bankruptcy Court for the District of Delaware in
Wilmington entered an order, or Confirmation Order, confirming the Joint First Amended Plan of
Reorganization dated July 30, 2009, as supplemented by the Plan Supplement dated August 21, 2009,
or the Plan, of Isolagen, Inc. and Isolagen's wholly owned subsidiary, Isolagen Technologies, Inc.
The effective date of the Plan was September 3, 2009.
Our officers and directors as of the effective date were all deemed to have resigned and a new
board of directors was appointed. As of the effective date, our initial board of directors
consisted of: David Pernock, Paul Hopper and Kelvin Moore. Dr. Robert Langer was appointed to the
Board in late September 2009. Declan Daly remained as chief operating officer and chief financial
officer of the reorganized company, and in November 2009, he was appointed to the Board of
Directors. Mr. Pernock became our chief executive officer in February 2010.
Pursuant to the Plan, all of our equity interests, including without limitation our common
stock, options and warrants outstanding as of the effective date were cancelled. On the effective
date, we completed an exit financing of common stock in the amount of $2 million, after which the
equity holders of our company were:
•
7,320,000 shares, to our pre-bankruptcy lenders and the lenders that provided us
our debtor-in-possession facility, collectively;
•
3,960,000 shares, to the holders of our 3.5% convertible subordinated notes;
1
•
600,000 shares, to our management as of the effective date, which was our chief
operating officer;
•
120,000 shares, to the holders of our general unsecured claims; and
•
2,666,666 shares, to the purchasers of shares in the $2 million exit financing (our
pre-bankruptcy lenders, the lenders that provided us our debtor-in-possession facility
and the holders of our 3.5% convertible subordinated notes were permitted to
participate in our exit financing).
In the Plan, in addition to the common stock set forth above, each holder of Isolagen's 3.5%
convertible subordinated notes, due November 2024, in the approximate non-converted aggregate
principal amount of $81 million, received, in full and final satisfaction, settlement, release and
discharge of and in exchange for any and all claims arising out of the 3.5% convertible
subordinated notes, its
pro rata
share of an unsecured note in the principal amount of $6 million,
or the New Notes. The New Notes have the following features:
•
12.5% interest payable quarterly in cash or, at our option, 15% payable in kind by
capitalizing such unpaid amount and adding it to the principal as of the date it was
due;
•
mature June 1, 2012;
•
at any time prior to the maturity date, we may redeem any portion of the
outstanding principal of the New Notes in cash at 125% of the stated face value of the
New Notes; provided that we will be obligated to redeem all outstanding New Notes upon
the following events: (a) we or our subsidiary, Fibrocell Technologies, Inc.
(formerly, Isolagen Technologies, Inc.) successfully complete a capital campaign
raising in excess of $10,000,000; or (b) we or our subsidiary, Fibrocell Technologies,
Inc., are acquired by, or sell a majority stake to, an outside party;
•
the New Notes contain customary representations, warranties and covenants,
including a covenant that we and our subsidiary, Fibrocell Technologies, Inc., shall
be prohibited from the incurrence of additional debt without obtaining the consent of
66 2/3% of the New Note holders.
Recent Developments
On March 4, 2010 pursuant to a securities purchase agreement, we completed an offering,
referred to as the Private Offering, in which we issued to certain accredited investors in the
aggregate 5,076,664 shares of common stock at a purchase price of $0.75 per share. Each investor
also received a warrant to purchase the same number of shares of common stock acquired in the
Private Offering at an exercise price of $0.98 per share. The aggregate purchase price paid by the
investors for the common stock and the warrants was $3,807,500. The Company intends to use the
proceeds for working capital purposes.
Effect of Private Offering on Series A Preferred
With certain exceptions, the Certificate of Designation of the Series A Preferred provides
that if at any time while the Series A Preferred is outstanding, we sell or grant any option to
purchase or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any
sale, grant or any option to purchase or other disposition), any common stock or common stock
equivalents at an effective price per share that is lower than the then conversion price of the Series A Preferred, then the conversion price of
the Series A Preferred will be reduced to equal the lower price.
Consequently, as a result of the purchase price of the common stock sold in the Private
Offering, effective as of March 4, 2010, the conversion price of the Series A Preferred has been
reduced from $1.30 to $0.75.
Effect of Private Offering on Warrants
With certain exceptions, the Class A warrants, Class B warrants and placement agent warrants
provide that if at any time while the warrants are outstanding, we sell or grant any option to
purchase or sell or grant any right to
2
reprice, or otherwise dispose of or issue (or announce any
sale, grant or any option to purchase or other disposition), any common stock or common stock
equivalents at an effective price per share that is lower than the then exercise price of the
relevant warrant, then the exercise price of such warrant will be reduced to equal the lower price
and the number of shares issuable thereunder will be increased such that the aggregate exercise
price after the exercise price adjustment will be equal to the aggregate exercise price prior to
the adjustment.
Consequently, as a result of the purchase price of the common stock sold in the Private
Offering, effective as of March 4, 2010, (a) the exercise prices for the Class A, Class B and
placement agent warrants have been reduced from $1.62, $1.95 and $1.30 per share, respectively, to
$0.75 per share and (b) the numbers of shares underlying the Class A, Class B and placement agent
warrants have been increased to 1,083,331, 1,083,332 and 433,333 respectively.
Our Contact Information
Our corporate headquarters is located at 405 Eagleview Boulevard, Exton, Pennsylvania 19341.
Our phone number is (484) 713-6000. Our corporate website is www.fibrocellscience.com. Information
contained on our website or any other website does not constitute part of this prospectus.
Risks Related to Our Business
Our business is subject to a number of risks, which you should be aware of before making an
investment decision. These risks are discussed more fully under Item 1A. of our Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, which is incorporated by reference in this
prospectus.
Securities Being Offered
The Selling Stockholders named in this prospectus may offer for resale the following
securities:
•
up to 4,766,667 shares of common stock representing 110% of the shares
underlying the Series A Preferred we issued in October 2009;
•
up to 1,083,331 shares of common stock underlying Class A warrants issued in the
Series A Preferred offering;
•
up to 1,083,332 shares of common stock underlying Class B warrants issued in the
Series A Preferred offering; and
•
up to 433,333 shares of common stock underlying warrants issued to the placement
agent in the Series A Preferred offering.
Although we will pay substantially all the expenses incident to the registration of the
shares, we will not receive any proceeds from the sales by the Selling Stockholders. However, we
may receive proceeds of up to $1,950,000 from the exercise of the outstanding warrants; if such
proceeds are received by us, they will be used for working capital purposes.
RISK FACTORS
You should consider the "Risk Factors" included under Item 1A. of our Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, which is incorporated by reference in this
prospectus. The market or trading price of our securities could decline due to any of these risks.
In addition, please read "Information Regarding Forward-Looking Statements" in this prospectus,
where we describe additional uncertainties associated with our business and the forward-looking
statements included or incorporated by reference in this prospectus. Please note that additional
risks not currently known to us or that we currently deem immaterial may also impair our business
and operations.
3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents we incorporate by reference, contains certain
"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as information
relating to Fibrocell that is based on management's exercise of business judgment and assumptions
made by and information currently available to management. When used in this document and other
documents, releases and reports released by us, the words "anticipate," "believe," "estimate,"
"expect," "intend," "the facts suggest" and words of similar import, are intended to identify any
forward-looking statements. You should not place undue reliance on these forward-looking
statements. These statements reflect our current view of future events and are subject to certain
risks and uncertainties as noted below. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, our actual results could differ
materially from those anticipated in these forward-looking statements. Actual events, transactions
and results may materially differ from the anticipated events, transactions or results described in
such statements. Although we believe that our expectations are based on reasonable assumptions, we
can give no assurance that our expectations will materialize. Many factors could cause actual
results to differ materially from our forward looking statements. Several of these factors include,
without limitation:
•
our ability to finance our business and continue in operations;
•
whether the results of our full Phase III pivotal study and our BLA filing will
result in approval of our product candidate, and whether any approval will occur on a
timely basis;
•
our ability to meet requisite regulations or receive regulatory approvals in the
United States, Europe, Asia and the Americas, and our ability to retain any regulatory
approvals that we may obtain; and the absence of adverse regulatory developments in
the United States, Europe, Asia and the Americas or any other country where we plan to
conduct commercial operations;
•
whether our clinical human trials relating to the use of autologous cellular
therapy applications, and such other indications as we may identify and pursue can be
conducted within the timeframe that we expect, whether such trials will yield positive
results, or whether additional applications for the commercialization of autologous
cellular therapy can be identified by us and advanced into human clinical trials;
•
our ability to develop autologous cellular therapies that have specific
applications in cosmetic dermatology, and our ability to explore (and possibly
develop) applications for periodontal disease, reconstructive dentistry, treatment of
restrictive scars and burns and other health-related markets;
•
our ability to decrease our manufacturing costs for our Fibrocell Therapy product
candidates through the improvement of our manufacturing process, and our ability to
validate any such improvements with the relevant regulatory agencies;
•
our ability to reduce our need for fetal bovine calf serum by improved use of less
expensive media combinations and different media alternatives;
•
continued availability of supplies at satisfactory prices;
•
new entrance of competitive products or further penetration of existing products in
our markets;
•
the effect on us from adverse publicity related to our products or the company
itself;
•
any adverse claims relating to our intellectual property;
•
the adoption of new, or changes in, accounting principles;
4
•
our issuance of certain rights to our shareholders that may have anti-takeover
effects;
•
our dependence on physicians to correctly follow our established protocols for the
safe administration of our Fibrocell Therapy; and
•
other risks referenced from time to time elsewhere in this prospectus and in our
filings with the SEC.
These factors are not necessarily all of the important factors that could cause actual
results of operations to differ materially from those expressed in these forward-looking
statements. Other unknown or unpredictable factors also could have material adverse effects on our
future results. We undertake no obligation and do not intend to update, revise or otherwise
publicly release any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of any unanticipated events. We
cannot assure you that projected results will be achieved.
USE OF PROCEEDS
This prospectus relates to the resale of shares of our common stock to be issued to persons
who convert their Series A Preferred or exercise their warrants. We will not receive any proceeds
from the sale of shares of common stock in this offering. However, we will receive proceeds from
the exercise of any warrants, up to a maximum amount of $1,950,000, and we will use any such
proceeds for working capital purposes.
MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
Market Information
On October 21, 2009, our common stock became available for trading OTCBB under the symbol
"FCSC." Currently, there is only a limited, sporadic and volatile market for our stock on the
OTCBB. The table below presents the high and low bid price for our common stock each quarter during
the past two years and reflects inter-dealer prices, without retail markup, markdown, or
commission, and may not represent actual transactions.
December 31, 2009
High
Low
Fourth Quarter (from October 21, 2009)
$
2.40
$
0.50
The common stock of our predecessor company, Isolagen, Inc., traded on the NYSE Amex under the
symbol "ILE." The common stock ceased trading on the NYSE Amex on May 6, 2009 and in June 2009 the
NYSE Amex delisted the common stock from listing on the NYSE Amex. Upon the effective date of our
bankruptcy plan, the outstanding common stock of Isolagen was cancelled. Consequently, the
stockholders of Isolagen prior to the effective date of the bankruptcy plan no longer have any
interest as stockholders of Fibrocell by virtue of their ownership of Isolagen's common stock prior to the
emergence from bankruptcy.
As
of May 4, 2010, there were 19,768,676 shares of our common stock outstanding and held by
203 stockholders of record. As of May 4, 2010, there were 3,250 shares of Series A Preferred
issued and outstanding.
On
May 4, 2010 the last sale price of our common stock as reported on
the OTCBB was $0.71
per share.
Dividends
We have never paid any cash dividends on our common stock and our board of directors does not
intend to do so in the foreseeable future. The declaration and payment of dividends in the future,
of which there can be no
5
assurance, will be determined by the board of directors in light of
conditions then existing, including earnings, financial condition, capital requirements and other
factors.
Holders of the Series A Preferred are entitled to receive cumulative dividends at the rate per
share (as a percentage of the stated value per share) of 6% per annum (subject to increase in
certain circumstances), payable quarterly in arrears on January 15, April 15, July 15 and October
15, beginning on April 15, 2010. The dividends are payable in cash, or at our option, in duly
authorized, validly issued, fully paid and non-assessable shares of common stock equal to 110% of
the cash dividend amount payable on the dividend payment date, or a combination thereof; provided
that we may not pay the dividends in shares of common stock unless we meet certain conditions
described in the Certificate of Designation. If we pay the dividend in shares of common stock, the
common stock will be valued for such purpose at 80% of the average of the volume weighted average
price for the 10 consecutive trading days ending on the trading day that is immediately prior to
the dividend payment date.
Shares of common stock issued as dividends on the Series A Preferred are not being registered
under this prospectus. Such shares are deemed to be "restricted securities" under Rule 144 of the
Securities Act and may only be sold in compliance with Rule 144.
Penny Stock
The SEC has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Our stock is currently a "penny stock." Penny stocks are generally
equity securities with a price of less than $5.00, other than securities registered on certain
national securities exchanges. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the SEC, which: (a) contains a description of the nature and level
of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains
a description of the broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such duties or other requirements of
securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and significance of the spread between the bid and ask price;
(d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f)
contains such other information and is in such form as the SEC shall require by rule or regulation.
The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny
stock, (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer
and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices
apply, or other comparable information relating to the depth and liquidity of the market for such
stock; and (d) monthly account statements showing the market value of each penny stock held in the
customer's account. In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably
statement.
These disclosure requirements may have the effect of reducing the trading activity in the
secondary market for our stock if it becomes subject to these penny stock rules.
MANAGEMENT
The following table sets forth the names and ages of all of our directors and executive
officers as of April 1, 2010. Our officers are appointed by, and serve at the pleasure of, the
Board of Directors.
6
Name
Title
Age
David Pernock
Director and Chief Executive Officer
55
Declan Daly
Director, Chief Operating Officer and Chief
Financial Officer
47
Paul Hopper
Director
53
Kelvin Moore
Director
60
Robert Langer
Director
61
Marc Mazur
Director
51
Biographical information with respect to our directors and executive officers is provided
below. There are no family relationships between any of our executive officers or directors.
Declan Daly.
Mr. Daly has served as Fibrocell's Chief Operating Officer and Chief Financial
Officer since September 2009, and as a director of Fibrocell since November 2009. Mr. Daly served
as Isolagen's Chief Executive Officer and President from January 2008 until September 3, 2009, as
Chief Financial Officer from June 2006 until March 2008, and as Chief Operating Officer from
June 2007 until January 2008. Mr. Daly was elected to the Board of Directors of Isolagen in
June 2008. Mr. Daly served as Executive Vice President and Chief Financial Officer of Inamed Corp.
from November 2004 until March 2006, prior to which he served as Inamed's Senior Vice President
since September 2002 and as the Corporate Controller and Principal Accounting Officer since
March 2002. He was previously Vice President of Finance & Administration for Inamed International
Corp. from 1998 to 2002. From 1996 to 1998, Mr. Daly was a Senior Manager with BDO Simpson Xavier,
Chartered Accountants or BDO, in Dublin. Prior to joining BDO, he worked with
PricewaterhouseCoopers in Dublin and London. Mr. Daly holds a B.A. in Management Science and
Industrial Systems Studies from Trinity College, Dublin and he is also a Fellow of the Institute of
Chartered Accountants in Ireland.
David Pernock.
Mr. Pernock has served as a chairman of the board of Fibrocell since September
2009 and as our Chief Executive Officer since February 2010. From December 1993 until
November 2009, Mr. Pernock held various positions at GlaxoSmithKline, eventually serving as Senior
Vice President of Pharmaceuticals, Vaccines (Biologics), Oncology, Acute Care, and HIV Divisions.
Mr. Pernock is a director of Martek Biosciences Corporation. Mr. Pernock holds a B.S. in Business
Administration from Arizona State University.
Paul Hopper.
Mr. Hopper has served as a director of Fibrocell since September 2009. Mr. Hopper
has served as Managing Director of Cappello Group, Inc, an investment bank based in Los Angeles,
since November 2005. From September 2003 to February 2005, Mr. Hopper served as Managing Director
of Australian Cancer Technology Ltd, an oncology biotechnology company. Mr. Hopper is also a
Director of Somnomed Ltd, Viralytics Ltd, and pSivida Corp.
Kelvin Moore.
Mr. Moore has served as a director of Fibrocell since September 2009. Since
March 2009, Mr. Moore has served as the consultant sales director for the UK based Seaborne Group
developing their business in building constructions from converting shipping sea containers. Since
July 2008, Mr. Moore has been a director of Acorn Cultural Developments Limited which is
developing a social networking site. Between June 2004 and May 2008, Mr. Moore was a senior advisor
with Exit Strategy Planning dealing with the sale of businesses. Mr. Moore holds a London
University Degree in Geography and Pure Mathematics.
Robert Langer
.
Dr. Langer has served as a director of Fibrocell since September 2009. Dr.
Langer was named an Institute Professor at Massachusetts Institute of Technology in 2006 and has
been on the faculty of Massachusetts Institute of Technology since 1978. Dr. Langer is also a
Director of Alseres Pharmaceuticals, Inc. and Echo Therapeutics, Inc. Dr. Langer received his
Bachelor's Degree from Cornell University in 1970 and his Sc.D. from the Massachusetts Institute of
Technology in 1974, both in Chemical Engineering.
Marc B. Mazur.
Mr. Mazur has served as a director of Fibrocell since April 2010. Since
May 2009, Mr. Mazur has served as the Chairman of Elsworthy Capital Management Ltd., a
London-based European equity hedge fund. From October 2006 until December 2009, Mr.
Mazur served as the CEO of Brevan Howard U.S. Asset Management, the U.S. arm of London-based
Brevan Howard. In 2001 Mr. Mazur founded Ambassador Capital Group, a privately held
investment and advisory entity providing capital, business development and strategic planning
advice to companies in the healthcare, financial services and real estate fields. Mr. Mazur
received his B.A. in political science from Columbia University in 1981 and a J.D. from
Villanova University in 1984.
In connection with our emergence from bankruptcy, our plan of reorganization provided that our
directors prior to our emergence from bankruptcy were all deemed to have resigned, and a new board
of directors was appointed as of the effective date of our emergence from bankruptcy. Pursuant to
the plan of reorganization, the new board of directors was determined by the lenders that provided
us debtor-in-possession while we were in bankruptcy and the investors that provided us exit
financing. The members of our board of directors that were designated in our plan of reorganization
are David Pernock, Paul Hopper and Kelvin Moore.
7
No director is related to any other director or executive officer of our company or our
subsidiaries, and, subject to the above paragraph, there are no arrangements or understandings
between a director and any other person pursuant to which such person was elected as director.
Our Certificate of Incorporation, as amended, provides that the Board of Directors be divided
into three classes. Each director serves a term of three years. At each annual meeting, the
stockholders elect directors for a full term or the remainder thereof, as the case may be, to
succeed those whose terms have expired. Each director holds office for the term for which elected
or until his or her successor is duly elected.
No director or officer of our company has, during the last five years: (i) been convicted of
any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, United States federal or state
securities laws or finding any violations with respect to such laws.
Board Committees
We do not currently have an audit committee, compensation committee or nominating committee.
Our full board currently performs the duties and responsibilities of such committees.
Executive Officer Compensation
The following table sets forth information regarding compensation with respect to the fiscal
years ended December 31, 2009 and 2008 paid or accrued by us to or on behalf of those persons who,
during the fiscal year ended December 31, 2009, served as our Chief Executive Officer or Chief
Financial Officer, as well as our most highly compensated key employees as of December 31, 2009
(the "named executive officers").
Summary Compensation Table — 2009
Stock
Option
All Other
Salary
Bonus
Awards
Awards
Compensation
Total
Name and Principal Position
Year
($)
($)
($) (1)
($) (1)
($)
($)
Declan Daly,
Chief Financial
Officer and
2009
403,538
100,000
288,000
(3)
17,908
(4)
—
809,446
Chief
Operating
Officer (2)
2008
427,635
25,000
—
766,839
(5)
—
1,219,474
Todd Greenspan,
2009
176,308
50,000
—
—
—
226,308
Former Chief
Financial
Officer (6)
2008
231,385
—
78,663
(7)
—
310,048
John Maslowski,
Vice President of
Operations
2009
149,279
—
16,117
(8)
—
165,396
Karen Donhauser,
Vice President of
Quality
2009
110,936
—
9,670
(9)
—
120,606
(1)
Except as disclosed in footnotes (8) and (9), represents the full grant date fair value of
the stock award or option grant, as applicable, calculated in accordance with FASB ASC Topic
718. For the purposes of making the stock award calculation, an assumed value of $0.48 per
share was utilized. For the purposes of making the option calculation for 2009, the following
assumptions were made: (a) expected life (years) — 3.5 (for the options issued to Mr.
Maslowski and Ms. Donhauser); expected life (years) — 2.5 (for the options issued to Mr.
Daly); (b) volatility — 65.87%; (c) dividend yield — none; and (d) discount rate — 1.64% (for
the options issued to Mr. Maslowski and Ms. Donhauser); discount rate — 0.99% (for the options
issued to Mr. Daly). For the purposes of making the option calculation for 2008, the following assumptions were
made: (a) expected life (years) — 10 (for the options issued to Mr. Daly); expected life (years)
— 6 (for the options issued to Mr. Greenspan); (b) volatility — 82.87% (for the options issued to
Mr. Daly); volatility — 105.41% (for the options issued to Mr. Greenspan); (c) dividend yield —
none; and (d) discount rate — 3.89% (for the options issued to Mr. Daly); discount rate — 2.83%
(for the options issued to Mr. Greenspan).
We excluded the assumed forfeiture rate for the purposes of the
calculations in the table.
8
(2)
Mr. Daly served as our Chief Executive Officer during 2009. Mr. Daly is currently our Chief
Financial Officer and Chief Operating Officer.
(3)
Pursuant to our bankruptcy plan, our management was granted shares of our common stock. Mr.
Daly received 600,000 shares of common stock, of which 300,000 shares vested immediately and
150,000 shares vest on each successive one-year anniversary; provided that if we do not renew
Mr. Daly's employment agreement at the end of its term or in the event of a change of control,
any unvested shares will automatically vest.
(4)
Consists of an option issued in connection with Mr. Daly joining our board of directors in
November 2009 to purchase 50,000 shares of common stock at an exercise price of $0.75 per
share.
(5)
During 2008, Mr. Daly was granted options to purchase 450,000 shares of common stock.
These options were terminated in our bankruptcy and are no longer outstanding.
(6)
Mr. Greenspan served as our Chief Financial Officer until September 2009.
(7)
During 2008, Mr. Greenspan was granted options to purchase 200,000 shares of common
stock. These options were terminated in our bankruptcy and are no longer outstanding.
(8)
Consists of an option to purchase 100,000 shares of common stock at an exercise price of
$0.75 per share of which 50,000 shares vest on October 6, 2010 and 50,000 shares vest if our
BLA is approved by the FDA. The grant date fair value in the table above excludes the 50,000
shares that would vest if our BLA is approved by the FDA as that portion of the option is
subject to performance conditions and is not considered to be "probable" pursuant to FASB ASC
Topic 718. The full grant date fair value of the option assuming the performance conditions
are met is $32,234.
(9)
Consists of an option to purchase 60,000 shares of common stock at an exercise price of
$0.75 per share of which 30,000 shares vest on October 6, 2010 and 30,000 shares vest if our
BLA is approved by the FDA. The grant date fair value in the table above excludes the 30,000
shares that would vest if our BLA is approved by the FDA as that portion of the option is
subject to performance conditions and is not considered to be "probable" pursuant to FASB ASC
Topic 718. The full grant date fair value of the option assuming the performance conditions
are met is $19,341.
Equity Awards
The following table sets forth certain information concerning our outstanding options for our
named executive officers at December 31, 2009.
Outstanding Equity Awards At Fiscal Year-End—2009
Number of
Number of
Securities
Securities
Underlying
Underlying
Number of
Market value of
Unexercised
Unexercised
shares of stock
shares of stock
Options
Options
Option Exercise
that have not
that have not
(#)
(#)
Price
Option
vested
vested
Name
Exercisable
Unexercisable
($)
Expiration Date
(#)
($)
Declan Daly
50,000
—
0.75
11/20/2014
—
—
300,000
345,000
(1)
Todd Greenspan
—
—
—
—
—
—
John Maslowski
—
100,000
(2)
0.75
10/6/2014
—
—
Karen Donhauser
—
60,000
(3)
0.75
10/6/2014
—
—
(1)
Based on the closing price of our common stock of $1.15 on December 31, 2009.
9
(2)
Consists of an option to purchase 100,000 shares of common stock at an exercise price of
$0.75 per share of which 50,000 shares vest on October 6, 2010 and 50,000 shares vest if our
BLA is approved by the FDA.
(3)
Consists of an option to purchase 60,000 shares of common stock at an exercise price of $0.75
per share of which 30,000 shares vest on October 6, 2010 and 30,000 shares vest if our BLA is
approved by the FDA.
None of our named executive officers has exercised any options.
Pension Benefits
None of our named executives participate in or have account balances in qualified or
non-qualified defined benefit plans sponsored by us.
Nonqualified Deferred Compensation
None of our named executives participate in or have account balances in non-qualified defined
contribution plans or other deferred compensation plans maintained by us.
Director Compensation
In September 2009, our board of directors approved a compensation plan for its non-executive
directors pursuant to which each such director will receive an annual fee of $50,000, payable
in monthly installments, and upon appointment to the board of directors will receive an initial
option grant to purchase 200,000 shares of Company common stock at the fair market value of the
Company on the date of issuance. On September 30, 2009, the board of directors agreed to provide
Mr. David Pernock, the Chairman of the Board, with the above cash compensation, as well as an
option to purchase 450,000 shares of Company common stock at the fair market value of the Company
on the date of issuance, of which 300,000 shares vest immediately and 150,000 shares vest in
12 months, provided Mr. Pernock is Chairman of the Board on such date.
Director Compensation Table—2009
Fees Earned or Paid
All other
in Cash
Option Awards
compensation
Total
Name
($)
($)(1)
($)
($)
Post-bankruptcy directors
David Pernock
12,639
151,537
(2)
15,000
(3)
179,176
Paul Hopper
16,250
61,866
(4)
78,116
Robert Langer
13,333
61,866
(4)
16,667
(3)
91,866
Kelvin Moore
16,250
61,866
(4)
78,116
Declan Daly
(5)
(5)
(5)
Pre-bankruptcy directors (6)
Steven Morrell
29,015
Kenneth A. Selzer
28,308
Nicholas L. Teti
95,154
Henry Y.L. Toh
29,015
Terry E. Vandewarker
37,508
Marshall G. Webb
35,385
(1)
Represents the full grant date fair value of the option grant calculated in accordance
with FASB ASC Topic 718. For the purposes of making the option calculation, the following
assumptions were made: (a) expected life (years) — 2.5 (for the options issued to Messrs.
Hopper, Langer and Moore); expected life (years) — 3.0 (for the options issued to Mr.
Pernock); (b) volatility — 66.75%; (c) dividend yield — none; and (d) discount rate — 1.36%
(for the options issued to Messrs. Hopper, Langer and Moore); discount rate — 1.45% (for the
options issued to Mr. Pernock).
10
(2)
As of December 31, 2009, Mr. Pernock held options to purchase an aggregate of 450,000
shares of our common stock with an exercise price of $0.75 per share.
(3)
Consists of consulting fees.
(4)
As of December 31, 2009, Messrs. Hopper, Langer and Moore each held an option to purchase
200,000 shares of our common stock with an exercise price of $0.75 per share.
(5)
See "Executive Officer Compensation — Summary Compensation Table — 2009."
(6)
All options issued to our pre-bankruptcy directors were terminated in the bankruptcy and are
no longer outstanding. No options were issued to these directors in 2009.
Equity Incentive Plan
We currently have an outstanding equity incentive plan, the Fibrocell Science, Inc. 2009
Equity Incentive Plan, or Incentive Plan, that permits us to grant awards in the form of incentive
stock options, as defined in Section 422 of the Internal Revenue Code, or Code, as well as options
which do not so qualify, called non-qualified stock options, stock units, stock awards, stock
appreciation rights, and other stock-based awards. The purpose of the plan is to promote the interests of Fibrocell, and to
motivate, attract and retain the services of the people upon whose efforts and contributions our
success depends.
The three outstanding stock option plans we had prior to our reorganization, (a) our 2001
Stock Option and Appreciation Rights Plan reserving 5,000,000 shares of common stock for the
issuance of options to employees, directors and consultants, (b) our 2003 Stock Option and
Appreciation Rights Plan reserving 2,250,000 shares of common stock for the issuance of options to
employees, directors and consultants, and (c) our 2005 Equity Incentive Plan reserving 2,100,000
shares of common stock for the issuance of options to employees, directors and consultants,
terminated as of the effective date of our reorganization and all outstanding options issued
pursuant to the plans were cancelled.
Management Agreements
Effective upon our exit from bankruptcy on September 3, 2009, we entered into an employment
agreement, pursuant to which Mr. Daly agreed to serve as our chief operating officer until December
31, 2011, subject to the automatic renewal of the agreement for an additional one-year term unless
we notify Mr. Daly prior to the expiration of the agreement of our intention not to renew the
agreement. Notwithstanding the foregoing, if a change of control occurs during the term of the
agreement, we may not terminate the agreement for a period of two years after such change of
control. The agreement provides Mr. Daly with an annual base salary of $300,000, which will be
periodically reviewed and may be increased at the Board's discretion. Mr. Daly received a one-time
signing bonus payment in the amount of $100,000. Mr. Daly is entitled to receive an annual bonus,
payable each year subsequent to the issuance of final audited financial statements, but in no case
later than 120 days after the end of our most recently completed fiscal year. The final
determination on the amount of the annual bonus will be made by the Compensation Committee of the
Board of Directors, based primarily on criteria mutually agreed upon with Mr. Daly. The targeted
amount of the annual bonus shall be 50% of Mr. Daly's base salary. The actual annual bonus for any
given period may be higher or lower than 50%. For any fiscal year in which Mr. Daly is employed for
less than the full year (other than for 2009), he shall receive a bonus which is prorated based on
the number of full months in the year which are worked. Mr. Daly is entitled to a bonus of $50,000
if we are able to complete a capital raise or series of capital raises in excess of $6.0 million,
provided Mr. Daly is our chief operating officer at such time. Mr. Daly is entitled to a bonus of
$50,000 if our BLA is approved by the FDA, provided Mr. Daly is our chief operating officer at such
time.
If we terminate the employment agreement without cause or if Mr. Daly dies or become disabled,
we will continue to pay Mr. Daly (or his heirs) his base salary at such time for the longer of the
remainder of the term of the employment agreement or 12 months from the date of termination. If we
terminate the employment agreement without cause following a change of control or if Mr. Daly
terminates the employment agreement for good reason,
11
we must pay Mr. Daly, within 30 days of
termination, a cash payment equal to the amounts payable for the greater of the remainder of the
term of the employment agreement or 12 months from the date of termination.
Pursuant to the employment agreement and as provided in our bankruptcy reorganization plan,
Mr. Daly received a grant of 600,000 shares of common stock, of which 300,000 shares vested
immediately and 150,000 shares vest on each successive one-year anniversary; provided that if we do
not renew the employment agreement at the end of the term or in the event of a change of control,
any unvested shares will automatically vest. We have agreed to make a tax gross-up payment with
respect to the equity grant.
Mr. Daly has agreed that during his employment and for a period of 12 months after termination
or expiration of his employment agreement he will not compete with us, solicit our employees, or
attempt to divert or take away our customers and clients.
Effective upon our exit from bankruptcy on September 3, 2009, we entered into a consultant
agreement, pursuant to which Dr. Langer agreed to provide consulting services to us, including
serving a scientific advisor. The agreement has a one year term, provided that either party may
terminate the agreement on 30 days notice. The agreement provides Dr. Langer annual compensation of
$50,000.
On February 1, 2010, the Company entered into an employment agreement with Mr. Pernock
pursuant to which Mr. Pernock agreed to serve as Chief Executive Officer of the Company for an
initial term ending February 1, 2013, which may be renewed for an additional one-year term by
mutual agreement. The agreement provides for an annual salary of $450,000. Mr. Pernock is entitled
to receive an annual bonus each year, payable subsequent to the issuance of the Company's final
audited financial statements, but in no case later than 120 days after the end of its most recently
completed fiscal year. The final determination on the amount of the annual bonus will be made by
the Board of Directors (or the Compensation Committee of the Board of Directors, if such committee
has been formed), based on criteria established by the Board of Directors (or the Compensation
Committee of the Board of Directors, if such committee has been formed). The targeted amount of the
annual bonus shall be 60% of Mr. Pernock's base salary, although the actual bonus may be higher or
lower.
Under the agreement, Mr. Pernock was granted a ten-year option to purchase 1,650,000 shares at
an exercise price per share equal to the closing price of the Company's common stock on the date of
execution of the agreement, or February 1, 2010. The options vest as follows: (i) 250,000 shares
upon execution of the agreement; (ii) 100,000 shares upon the closing of a strategic partnership or
licensing deal with a major partner that enables the Company to significantly improve and/or
accelerate its capabilities in such areas as research, production, marketing and/or sales and
enable the Company to reach or exceed its major business milestones within the Company's strategic
and operational plans, provided Mr. Pernock is the CEO on the closing date of such partnership or
licensing deal (the determination of whether any partnership or licensing deal meets the foregoing
criteria will be made in good faith by the Board upon the closing of such partnership or licensing
deal); and (iii) 1,300,000 shares in equal 1/36th installments (or 36,111 shares per installment)
monthly over a three-year period, provided Executive is the CEO on each vesting date. The vesting
of all options set forth above shall accelerate upon a "change in control" as defined in the
agreement, provided Mr. Pernock is employed by the Company within 60 days prior to the date of such
change in control.
If Mr. Pernock's employment is terminated at the Company's election at any time, for reasons
other than death, disability, cause (as defined in the agreement) or a voluntary resignation, or by
Mr. Pernock for good reason (as defined in the agreement), Mr. Pernock shall be entitled to receive
severance payments equal to twelve months of Mr. Pernock's base salary and of the premiums
associated with continuation of Mr. Pernock's benefits pursuant to COBRA to the extent that he is
eligible for them following the termination of his employment; provided that if anytime within
eighteen months after a change in control either (i) Mr. Pernock is terminated, at the Company's
election at any time, for reasons other than death, disability, cause or voluntary resignation, or
(ii) Mr. Pernock terminates the agreement for good reason, Mr. Pernock shall be entitled to receive
severance payments equal to: (1) two years of Mr. Pernock's base salary, (2) Mr. Pernock's most
recent annual bonus payment, and (3) the premiums associated with continuation of Mr. Pernock's
benefits pursuant to COBRA to the extent that he is eligible for them following the termination of
his employment for a period of one year after termination. All severance payments shall be made in
a lump sum within ten business days of Mr. Pernock's execution and delivery of a general release of
the Company, its parents, subsidiaries and affiliates and each of its officers, directors,
12
employees, agents, successors and assigns in a form acceptable to the Company. If severance
payments are being made, Mr. Pernock has agreed not to compete with the Company until twelve months
after the termination of his employment.
RELATED PARTY TRANSACTIONS
Review and Approval Policies and Procedures for Related Party Transactions
Pursuant to Board policy, our executive officers and directors, and principal stockholders,
including their immediate family members and affiliates, are not permitted to enter into a related
party transaction with us without the prior consent of our audit committee, or other independent
committee of our board of directors in the case it is inappropriate for our audit committee to
review such transaction due to a conflict of interest. Any request for us to enter into a
transaction with an executive officer, director, principal stockholder, or any of such persons'
immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be
presented to our audit committee for review, consideration and approval. All of our directors, executive officers and employees are required to report to our
audit committee any such related party transaction. In approving or rejecting the proposed
agreement, our audit committee shall consider the relevant facts and circumstances available and
deemed relevant to the audit committee. Our audit committee shall approve only those agreements
that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as
our audit committee determines in the good faith exercise of its discretion. We do not currently
have an audit committee and our full board currently performs the duties and responsibilities of
the audit committee.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the beneficial ownership of our common
stock as of May 4, 2010 by:
•
each person known by us to be the beneficial owner of more than 5% of our
outstanding shares of common stock;
•
each of our named executive officers and directors; and
•
all of our officers and directors as a group.
Unless otherwise indicated, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock beneficially owned by them.
Unless otherwise indicated, the address for our named executive officers and directors is c/o
Fibrocell Science Inc., 405 Eagleview Boulevard, Exton, Pennsylvania 19341.
Common stock
Beneficially
Percent of
Name of Beneficial Owner
Owned(1)
Class(2)
Declan Daly
650,000
(3)
3.3
%
David Pernock
694,444
(4)
3.4
%
Paul Hopper
200,000
(5)
1.0
%
Kelvin Moore
200,000
(5)
1.0
%
Robert Langer
200,000
(5)
1.0
%
Marc Mazur
100,000
(6)
*
John Maslowski
100,000
(7)
*
Karen Donhauser
60,000
(8)
*
Todd Greenspan (9)
—
All Executive Officers and Directors as a Group (5 persons)
2,204,444
(10)
10.3
%
Five percent or more of shareholders
James E. Flynn (11)
2,000,000
10.1
%
(1)
Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act.
Unless otherwise noted, all listed shares of common stock are owned of record by each person or
entity named as beneficial owner and that person or entity has sole voting and dispositive power
with respect to the shares of common stock owned by each of them. As to each person or entity named
as beneficial owners, that person's or entity's percentage of ownership is determined based on the
assumption that any options or convertible securities held by such person or entity which are
exercisable or convertible within 60 days of the date of this report have been exercised or
converted, as the case may be.
13
(2)
Based upon 19,768,676 shares of common stock outstanding as of April 5, 2010.
(3)
Includes 50,000 shares underlying an option exercisable at $0.75 per share.
(4)
Includes: (i) 300,000 shares underlying an option exercisable at $0.75 per
share; and (ii) 394,444 shares underlying an option exercisable at $1.08 per share (which
represents the vested portion, plus the shares that will vest within 60 days of the date of this
filing, of an option to purchase 1,650,000 shares issued in connection with Mr. Pernock's
employment agreement). In addition, Mr. Pernock holds an option to purchase 150,000 shares at $0.75
per share, which is exercisable in September 2010.
(5)
Consists of 200,000 shares underlying an option exercisable at $0.75 per share.
(6)
Consists of 100,000 shares underlying an option exercisable at $1.04 per share. In
addition, Mr. Mazur holds an option to purchase 100,000 shares at $1.04 per share, which is
exercisable in April 2011.
(7)
Consists of 100,000 shares underlying an option exercisable at $0.75 per share.
(8)
Consists of 60,000 shares underlying an option exercisable at $0.75 per share.
(9)
Mr. Greenspan ceased providing services to the company on the effective date of
the bankruptcy in September 2009.
(10)
Includes options to purchase 1,604,444 shares of common stock.
(11)
Reflects the beneficial ownership of the reported entities and their affiliates as
reported in the Schedule 13G filed March 2, 2010. The business address for James E. Flynn,
Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., and Deerfield Management Company,
L.P. is 780 Third Avenue, 37th Floor, New York, NY 10017. The business address for Deerfield
Special Situations Fund International Limited is c/o Bisys Management, Bison Court, Columbus
Centre, P.O. Box 3460, Road Town, Tortola, British Virgin Islands. Deerfield Capital, L.P. and
Deerfield Special Situations Fund, L.P. have shared investment discretion over 708,000 shares.
Deerfield Management Company, L.P. and Deerfield Special Situations Fund International Limited have
shared investment discretion over 1,292,000 shares. James E. Flynn has shared investment
discretion over 2,000,000 shares.
14
DESCRIPTION OF SECURITIES
General
We are authorized to issue 250,000,000 shares of common stock and 5,000,000 shares of
preferred stock. As of April 5, 2010, we had 19,768,676 shares of common stock outstanding and
3,250 shares of Series A Preferred outstanding. In addition, as of such date we had:
§
4,457,000 shares of common stock issuable upon the exercise of options issued
pursuant to our current stock option plan and outside our stock option plan;
§
543,000 shares of common stock available for issuance upon the exercise of
options available for future grant under our stock option plan;
§
4,766,667 shares of common stock issuable upon the conversion of the
Series A Preferred;
§
1,083,331 shares of common stock for issuance upon exercise of the Class A
warrants; 1,083,332 shares of common stock for issuance upon exercise of the Class B warrants; and
433,333 shares of common stock for issuance upon exercise of the warrants issued to the placement
agents for our Series A Preferred offering; and
§
5,076,664 shares of common stock issuable upon exercise of common stock
purchase warrants issued in the March 2010 offering and 406,133 shares of common stock underlying
the warrants issued to the placement agents in such offering.
Common Stock
Subject to preferences that may be applicable to any preferred stock outstanding at the time,
the holders of our common stock are entitled to receive dividends out of legally available assets
at such times and in such amounts as our Board of Directors may from time to time determine. Each
stockholder is entitled to one vote for each share of common stock held on all matters submitted to
a vote of stockholders. Cumulative voting for the election of directors is not authorized.
Our common stock is not subject to conversion or redemption and holders of our common stock
are not entitled to preemptive rights. Upon the liquidation, dissolution or winding up of our
company, the remaining assets legally available for distribution to stockholders, after payment of
claims or creditors and payment of liquidation preferences, if any, on outstanding preferred stock,
are distributable ratably among the holders of our common stock and any participating preferred
stock outstanding at that time. Each outstanding share of common stock is fully paid and
nonassessable.
Preferred Stock
Our Board of Directors has the authority, without action by our stockholders, to designate and
issue preferred stock in one or more series. Our Board of Directors may also designate the rights,
preferences and privileges of each series of preferred stock, any or all of which may be greater
than the rights of the common stock. It is not possible to state the actual effect of the issuance
of any shares of preferred stock on the rights of holders of the common stock until our Board of
Directors determines the specific rights of the holders of the preferred stock. However, these
effects might include: (a) restricting dividends on the common stock; (b) diluting the voting power
of the common stock; (c) impairing the liquidation rights of the common stock; and (d) delaying or
preventing a change in control of our company without further action by our stockholders.
As of the date of this prospectus, we have authorized two classes of preferred stock,
Series A Convertible Preferred Stock, or Series A Preferred and Series C Junior Participating
Preferred Stock, or Series C Preferred. As of April 5, 2010, there were 3,250 shares of Series A
Preferred outstanding and no shares of Series C Preferred outstanding.
15
Series A Preferred
The Series A Preferred shares were issued in October 2009 pursuant to an agreement between us
and certain accredited investors. To designate and establish the shares of Series A Preferred, our
board approved, and on October 8, 2009, we filed with the Delaware Secretary of State, a
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred
Stock, or Certificate of Designation.
Dividends; Rank; Liquidation
Holders of the Series A Preferred are entitled to receive cumulative dividends at the rate per
share (as a percentage of the stated value per share) of 6% per annum (subject to increase in
certain circumstances), payable quarterly in arrears on January 15, April 15, July 15 and October
15, beginning on April 15, 2010. The dividends are payable in cash, or at our option, in duly
authorized, validly issued, fully paid and non-assessable shares of common stock equal to 110% of
the cash dividend amount payable on the dividend payment date, or a combination thereof; provided
that we may not pay the dividends in shares of common stock unless we meet certain conditions
described in the Certificate of Designation. If we pay the dividend in shares of common stock, the
common stock will be valued for such purpose at 80% of the average of the volume weighted average
price for the 10 consecutive trading days ending on the trading day that is immediately prior to the dividend payment date.
Shares of common stock issued as dividends on the Series A Preferred are not being registered
under this prospectus. Such shares are deemed to be "restricted securities" under Rule 144 of the
Securities Act and may only be sold in compliance with Rule 144.
The Series A Preferred ranks senior to all shares of common stock.
Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, the holders
of the Series A Preferred shall be entitled to receive out of our assets, whether capital or
surplus, an amount equal to the stated value of the common stock, plus any accrued and unpaid
dividends thereon and any other fees or liquidated damages then due and owing thereon under the
Certificate of Designation, for each share of Series A Preferred before any distribution or payment
shall be made to the holders of any junior securities, and if our assets are insufficient to pay in
full such amounts, then the entire assets to be distributed to the holders of the Series A
Preferred shall be ratably distributed among the holders in accordance with the respective amounts
that would be payable on such shares if all amounts payable thereon were paid in full.
Conversion; Conversion Price; Forced Conversion; Optional Redemption
Each share of Series A Preferred is convertible into a number of shares of common stock equal
to (1) the stated value of the share ($1,000), divided by (2) the conversion price, which is
currently $0.75, but is subject to adjustment as discussed below. We refer to this price as the
Conversion Price.
With certain exceptions, if, at any time while the Series A Preferred is outstanding, we sell
or grant any option to purchase or sell or grant any right to reprice, or otherwise dispose of or
issue (or announce any sale, grant or any option to purchase or other disposition), any common
stock or common stock equivalents at an effective price per share that is lower than the then
Conversion Price, then the Conversion Price will be reduced to equal the lower price. The
Conversion Price is also subject to proportional adjustment in the event of any stock split, stock
dividend, reclassification or similar event with respect to the common stock.
Commencing six months from the date of the agreement pursuant to which we issued the Series A
Preferred, if the volume weighted average price for each of any 20 consecutive trading days exceeds
200% of the then effective Conversion Price and various other equity conditions are satisfied
(including that the resale of the shares underlying the Series A Preferred has been registered
under the Securities Act), upon 30 days notice, the Series A Preferred plus all accrued and unpaid
dividends will automatically convert into shares of common stock.
Commencing two years from the date of the agreement pursuant to which we issued the Series A
Preferred, upon 30 days notice and provided various other equity conditions are satisfied
(including that the resale of the shares
16
underlying the Series A Preferred has been registered
under the Securities Act), we may redeem some or all of the then outstanding Series A Preferred for
cash in an amount equal to the 150% of the stated value of the Series A Preferred.
Voting
The holders of the Series A Preferred have no voting rights except with respect to specified
matters affecting the rights of the Series A Preferred.
Negative Covenants
As long as any shares of Series A Preferred are outstanding, we may not, directly or
indirectly: (a) amend our charter documents in any manner that materially and adversely affects any
rights of the holders of the Series A Preferred; (b) pay cash dividends or distributions on our
junior securities (including the common stock); or (c) enter into any transaction with any affiliate of ours which would be
required to be disclosed in any public filing, unless such transaction is made on an arm's-length
basis and expressly approved by a majority of our disinterested directors.
Triggering Events
In the event of a Triggering Event (as defined in the Certificate of Designation and described
below), any holder of Series A Preferred may require us to redeem all of its Series A Preferred, at
a redemption price equal to the greater of (a) 130% of the stated value and (b) the product of (i)
the volume weighted average price on the trading day immediately preceding the date of the
Triggering Event and (ii) the stated value divided by the then Conversion Price, plus all accrued
but unpaid dividends thereon and all liquidated damages and other costs, expenses or amounts due in
respect of the Series A Preferred. Triggering Events include, among other things, bankruptcy
related events, change of control transactions (as defined in the Certificate of Designation), and
various types of failures to perform under, and breaches of, the transaction documents.
Series C Preferred
In 2006, our Board of Directors declared a dividend distribution of one right for each
outstanding share of common stock to stockholders of record at the close of business on May 22,
2006, the record date. Each right entitles the registered holder to purchase from us a unit
consisting of one ten-thousandth of a share of Series C Preferred at a purchase price of $35.00 per
unit, subject to adjustment. The rights are not exercisable until the distribution date and will
expire at 5:00 P.M. (New York City time) on May 12, 2016, unless such date is extended or the
rights are earlier redeemed or exchanged by us. The distribution date occurs upon the earlier of:
•
ten business days following a public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 15% or more of
our outstanding common stock (20%, in the case of certain institutional investors)
other than as a result of repurchases of stock by us or certain inadvertent actions by
institutional or certain other stockholders; or
•
ten business days (or such later date as the Board shall determine) following the
commencement of a tender offer or exchange offer that would result in a person or
group becoming an acquiring person.
Warrants
Class A Warrants, Class B Warrants and Placement Agent Warrants
Pursuant to, and contemporaneous with the execution of, the agreement in which we issued the
Series A Preferred, we issued Class A warrants to purchase 501,542 shares of common stock and
Class B warrants to purchase 416,666 shares of common stock to the investors that purchased our
Series A Preferred pursuant to the agreement in which we issued the Series A Preferred. At the same
time we also issued warrants to purchase 250,000
17
shares of common stock to the placement agents for
the Series A Preferred. Each of the warrants is exercisable upon issuance and has a five-year term.
The initial exercise price of the Class A warrants was $1.62 per share, the initial exercise price
of the Class B warrants was $1.95 per share, and the initial exercise price of the warrants issued
to the placement agents was $1.30 per share.
With certain exceptions, the Class A warrants, Class B warrants and placement agent warrants
provide that if at any time while the warrants are outstanding, we sell or grant any option to
purchase or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any
sale, grant or any option to purchase or other disposition), any common stock or common stock
equivalents at an effective price per share that is lower than the then exercise price of the
relevant warrant, then the exercise price of such warrant will be reduced to equal the lower price and the number of shares issuable thereunder
will be increased such that the aggregate exercise price after the exercise price adjustment will
be equal to the aggregate exercise price prior to the adjustment.
On March 4, 2010 pursuant to a securities purchase agreement, we completed an offering,
referred to as the Private Offering, in which we issued to certain accredited investors shares of
common stock at a purchase price of $0.75 per share. Consequently, as a result of the purchase
price of the common stock sold in the Private Offering, effective as of March 4, 2010, (a) the
conversion price of the Series A Preferred has been reduced from $1.30 to $0.75, (b) the exercise
prices for the Class A, Class B and placement agent warrants have been reduced from $1.62, $1.95
and $1.30 per share, respectively, to $0.75 per share and (c) the numbers of shares underlying the
Class A, Class B and placement agent warrants have been increased to 1,083,331, 1,083,332 and
433,333 respectively. Of the total number of shares underlying the Class A, Class B and placement agent warrants, 501,542, 416,666 and 250,000 shares respectively have been previously registered.
March 2010 Private Offering Warrants
We entered a securities purchase agreement dated March 4, 2010 with certain accredited
investors pursuant to which the Company agreed to sell in the aggregate 5,076,664 shares of our
common stock. In addition to the common stock purchased, each investor received a warrant to
purchase the same number of shares of common stock acquired in the offering at an exercise price of
$0.98 per share. Each of the warrants was exercisable immediately and has a five-year term. The
warrants may be exercised on a cash-less basis and are non-redeemable.
With certain exceptions, the warrants provide that if, at any time while the warrants are
outstanding, we sell or grant any option to purchase or sell or grant any right to reprice, or
otherwise dispose of or issue (or announce any sale, grant or any option to purchase or other
disposition), any common stock or common stock equivalents at an effective price per share that is
lower than the then exercise price of the relevant warrant, then the exercise price of such warrant
will be reduced to equal the lower price and the number of shares issuable thereunder will be
increased such that the aggregate exercise price after the exercise price adjustment will be equal
to the aggregate exercise price prior to the adjustment.. If we enter into a fundamental
transaction (which term is defined in the warrants), then at the warrant holder's option,
exercisable at any time concurrently with, or within 30 days after, the announcement of a
fundamental transaction, we must redeem all or any portion of the warrant from the holder by paying
to the holder an amount of cash equal to the Black Scholes value of the remaining unexercised
portion of this warrant on or prior to the date of the consummation of such fundamental
transaction. Any cash payments to be made pursuant to the preceding sentence shall have priority to
payments to holders of common stock in connection with a fundamental transaction. The assumptions
to be used in calculating the Black Scholes value are set forth in Schedule 1 to the warrant.
Registration Rights
In connection with the Series A Preferred purchase agreement, we entered into registration
rights agreements with the purchasers of the Series A Preferred, which requires us to register the
resale of the 110% of the shares of common stock underlying the Series A Preferred and the shares
of common stock underlying the Class A warrants, Class B warrants and placement agent warrant.
In connection with the March 4, 2010 securities purchase agreement, we also entered into
registration rights agreements with the purchasers of the common stock, which requires us to
register the resale of the shares of common stock issued and the shares of common stock underlying
the warrants issued.
12.5% Notes
18
In our bankruptcy reorganization plan, each holder of Isolagen's 3.5% convertible subordinated
notes, due November 2024, in the approximate non-converted aggregate principal amount of $81
million, received, in full and final satisfaction, settlement, release and discharge of and in
exchange for any and all claims arising out of the 3.5% convertible subordinated notes, its
pro
rata
share of an unsecured note in the principal amount of $6 million, or the New Notes. The New Notes have the following features:
•
12.5% interest payable quarterly in cash or, at our option, 15% payable in kind by
capitalizing such unpaid amount and adding it to the principal as of the date it was
due;
•
mature June 1, 2012;
•
at any time prior to the maturity date, we may redeem any portion of the
outstanding principal of the New Notes in cash at 125% of the stated face value of the
New Notes; provided that we will be obligated to redeem all outstanding New Notes upon
the following events: (a) we or our subsidiary, Fibrocell Technologies, Inc.
(formerly, Isolagen Technologies, Inc.) successfully complete a capital campaign
raising in excess of $10,000,000; or (b) we or our subsidiary, Fibrocell Technologies,
Inc., are acquired by, or sell a majority stake to, an outside party;
•
the New Notes contain customary representations, warranties and covenants,
including a covenant that we and our subsidiary, Fibrocell Technologies, Inc., shall
be prohibited from the incurrence of additional debt without obtaining the consent of
66 2/3% of the New Note holders.
Anti-Takeover Effects of Provisions of Delaware Law
Provisions of Delaware law and our Certificate of Incorporation, as amended, and Bylaws could
make the acquisition of our company through a tender offer, a proxy contest or other means more
difficult and could make the removal of incumbent officers and directors more difficult. We expect
these provisions to discourage coercive takeover practices and inadequate takeover bids and to
encourage persons seeking to acquire control of our company to first negotiate with our Board of
Directors. We believe that the benefits provided by our ability to negotiate with the proponent of
an unfriendly or unsolicited proposal outweigh the disadvantages of discouraging these proposals.
We believe the negotiation of an unfriendly or unsolicited proposal could result in an improvement
of its terms.
Anti-Takeover Effects of Provisions of Our Charter Documents
Our Certificate of Incorporation, as amended, provides for our Board of Directors to be
divided into three classes serving staggered terms. Approximately one-third of the Board of
Directors will be elected each year. The provision for a classified board could prevent a party who
acquires control of a majority of the outstanding voting stock from obtaining control of the Board
of Directors until the second annual stockholders' meeting following the date the acquirer obtains
the controlling stock interest. The classified board provision could discourage a potential
acquirer from making a tender offer or otherwise attempting to obtain control of our company and
could increase the likelihood that incumbent directors will retain their positions.
Our Bylaws do not permit stockholders to call a special meeting of stockholders. Our Bylaws
provide that special meetings of the stockholders may be called only by a majority of the members
of our Board of Directors, our Chairman of the Board of Directors, our Chief Executive Officer or
our President. Our Bylaws require that all stockholder actions be taken by a vote of the
stockholders at an annual or special meeting, and do not permit our stockholders to act by written
consent without a meeting. Our Bylaws provide for an advance notice procedure for stockholder
proposals to be brought before an annual meeting of our stockholders, including proposed
nominations of persons for election to the Board of Directors. At an annual meeting, stockholders
may only consider proposals or nominations specified in the notice of meeting or brought before the
meeting by or at the direction of the Board of Directors. Stockholders may also consider a proposal
or nomination by a person who was a stockholder of record on the record date for the meeting, who
is entitled to vote at the meeting and who has given to our Secretary timely written notice, in
proper form, of his, her or its intention to bring that business before the meeting. The Bylaws do
not give our Board of Directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special
or annual meeting of the stockholders. However, our
19
Bylaws may have the effect of precluding the
conduct of business at a meeting if the proper procedures are not followed. These provisions may
also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect
the acquirer's own slate of directors or otherwise attempting to obtain control of our company.
Listing
Our common stock is listed on the OTCBB under the symbol "FCSC."
Transfer Agent
The transfer agent for our common stock is American Stock Transfer & Trust Company located at
59 Maiden Lane, New York, New York 11038.
SHARES ELIGIBLE FOR FUTURE SALE
As
of May 4, 2010, there were approximately 19,768,676 shares of our common stock
outstanding.
Future sales of a substantial number of shares of our common stock in the public market could
adversely affect market prices prevailing from time to time. Under the terms of this prospectus,
the shares of common stock underlying the Series A Preferred and the warrants may be resold without
restriction or further registration under the Securities Act, except that any shares offered by our
"affiliates," as that term is defined under the Securities Act, may generally only be sold in
compliance with Rule 144 under the Securities Act.
Shares Covered by this Prospectus
The following shares may be offered for resale under this prospectus:
•
up to 4,766,667 shares of common stock representing 110% of the shares
underlying the Series A Preferred we issued in October 2009;
•
up to 1,083,331 shares of common stock underlying Class A warrants issued in the
Series A Preferred offering;
•
up to 1,083,332 shares of common stock underlying Class B warrants issued in the
Series A Preferred offering; and
•
up to 433,333 shares of common stock underlying warrants issued to the placement
agent in the Series A Preferred offering.
All of the shares being registered in this offering may be resold by the investors without
restriction under the Securities Act.
Rule 144
The SEC adopted amendments to Rule 144 which became effective on February 15, 2008, and apply
to securities acquired both before and after that date. Under these amendments, a person who has
beneficially owned restricted shares of our common stock for at least six months would be entitled
to sell their securities provided that (i) such person is not deemed to have been one of our
affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are
subject to the Exchange Act periodic reporting requirements for at least three months before the
sale.
Of the 19,768,676 shares of our common stock issued and outstanding as of April 5, 2010, a
total of 600,000 shares are deemed "control securities," within the meaning of Rule 144. Absent
registration under the Securities Act, the sale of such shares is subject to Rule 144, as
promulgated under the Securities Act. Similarly, any shares we issue as dividends on the Series A
Preferred are deemed "restricted securities" under Rule 144 and may
20
only be sold in compliance with
Rule 144. The remainder of our outstanding shares may be sold without limitation or restriction.
Sales under Rule 144 by Affiliates
Persons who have beneficially owned restricted shares of our common stock for at least six
months but who are our affiliates at the time of, or at any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell
within any three-month period only a number of securities that does not exceed the greater of
either of the following:
(a) 1%
of the number of shares of common stock then outstanding, which will equal 197,687
shares as of the date of this prospectus; or
(b) if the common stock is listed on a national securities exchange, the average weekly
trading volume of the common stock during the four calendar weeks preceding the filing of a notice
on Form 144 with respect to the sale.
However, since our shares are quoted on the OTCBB, our stockholders will not be able to rely
on the market-based volume limitation described in the second bullet above. If, in the future, our
securities are listed on an exchange, then our stockholders would be able to rely on the
market-based volume limitation. Unless and until our stock is so listed or quoted, our stockholders
can only rely on the percentage based volume limitation described in the first bullet above.
Such sales by affiliates must also comply with the manner of sale, current public information
and notice provisions of Rule 144. The selling stockholders will not be governed by the foregoing
restrictions when selling their shares pursuant to this prospectus.
Sales Under Rule 144 by Non-Affiliates
Under Rule 144, a person who is not deemed to have been one of our affiliates at the time of
or at any time during the three months preceding a sale, and who has beneficially owned their
shares proposed to be sold for at least six months, including the holding period of any prior owner
other than an affiliate, is entitled to sell their shares without complying with the manner of sale
and volume limitation or notice provisions of Rule 144. We must be current in our public reporting
if the non-affiliate is seeking to sell under Rule 144 after holding his shares between six months
and one year. After one year, non-affiliates do not have to comply with any other Rule 144
requirements.
The possibility that substantial amounts of our common stock may be sold under Rule 144 into
the public market may adversely affect prevailing market prices for the common stock and could
impair our ability to raise capital in the future through the sale of equity securities.
21
SELLING SECURITY HOLDERS
The following table presents information regarding the Selling Stockholders. The percentage of
outstanding shares beneficially owned is based on 19,768,676 shares of common stock issued and
outstanding on May 4, 2010. Beneficial ownership is determined in accordance with Rule 13d-3
under the Exchange Act. As to each person or entity named as beneficial owners, that person's or
entity's percentage of ownership is determined based on the assumption that any warrants or
convertible securities (such as the Series A Preferred) held by such person or entity which are
exercisable or convertible within 60 days of the date of this report have been exercised or
converted, as the case may be.
The Series A Preferred and warrants each provide that at no time may a holder convert the
Series A Preferred or exercise the warrants if the number of shares of common stock to be issued
pursuant to such conversion or exercise would exceed, when aggregated with all other shares of
common stock owned by such holder at such time, the number of shares of common stock which would
result in such holder beneficially owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares
of our common stock; provided, however, that upon the holder providing us with 61 days notice that
such holder would like to waive this provision then this provision will be of no force or effect;
provided, further, that this provision will be of no force or effect during the 61 days immediately
preceding the expiration of the Series A Preferred or warrant.
Except as may be otherwise described below, to the best of our knowledge, the named Selling
Stockholder beneficially owns and has sole voting and investment authority as to all of the shares
set forth opposite his name, none of the selling stockholders is known to us to be a registered
broker-dealer or an affiliate of a registered broker-dealer, and none of the Selling Stockholders
has not held any position or office, or has had any material relationship with us or any of our
affiliates within the past three years. Each of the Selling Stockholders has acquired his, her or
its shares solely for investment and not with a view to or for resale or distribution of such
securities.
Information with respect to beneficial ownership is based upon information provided to us by
the Selling Stockholders. For purposes of presentation, we have assumed that the Selling
Stockholders will sell all shares offered hereby, including the shares issuable on the exercise of
warrants or conversion of their Series A Preferred.
No. of
No. of
Shares
No. of
Shares
Issuable
No. of
Shares
No. of Shares
Issuable
Upon
Shares
Issuable
of Common
Upon
Exercise of
Issuable
Upon
Stock
Approximate
Conversion
the Class
Upon
Exercise of
Beneficially
Percentage of
Number Of
of Series A
A
Exercise of
Placement
Owned Prior
Issued and
Number
Shares To
Preferred
Warrants
the Class B
Agent
to the Offering
Outstanding
of Shares Registere
Be
Approximate
Owned
Owned
Warrants
Warrants
(excluding
Shares
d and To
Beneficially
Percentage of
Name of
Prior to the
Prior to
Owned
Owned
those set forth
Beneficially
Be Sold
Owned
Shares To Be
Selling
Offering
the
Prior to the
Prior to the
in the prior
Owned Prior
In This
After The
Owned After
Stockholders
(1)
Offering
Offering
Offering
columns)
to the Offering
Offering
Offering
the Offering
Basu Biosciences,
LLC (2)
133,333
33,333
33,335
—
—
1.0
%
200,001
—
—
MOG Capital, LLC (3)
1,333,333
333,333
333,333
—
1,333,334
(11)
9.99
%(3)
1,999,999
1,333,334
6.52
%
Ravinder Holder
66,667
16,667
16,666
—
—
*
100,000
—
—
Straus Healthcare
Partners, L.P. (4)
454,667
113,666
113,667
—
810,289 (4
) (11)
7.18
%
682,000
810,289
4.03
%
Straus-GEPT
Partners, L.P. (4)
485,333
121,334
121,334
—
153,106
4.30
%
728,001
153,106
*
Straus Partners,
L.P. (4)
726,667
181,667
181,667
—
229,505
6.33
%
1,090,001
229,505
1.16
%
Bao Ruo Wang
250,000
62,500
62,499
—
87,725
2.30
%
374,999
87,725
*
Chen Zhang
250,000
62,500
62,499
—
87,725
2.30
%
374,999
87,725
*
William Zuo
250,000
62,500
62,499
—
87,725
2.30
%
374,999
87,725
*
Tao Zhou
250,000
62,500
62,499
—
87,725
2.30
%
374,999
87,725
*
Margery M. Scotti
133,333
33,333
33,335
—
266,666
(11)
2.32
%
200,001
266,666
1.34
%
George Carris (7)
—
—
—
216,667
769,732 (5
) (11)
4.76
%
216,667
769,732 (5
) (11)
3.75
%
David Batista (8)
—
—
—
108,333
621,505 (6
) (11)
3.57
%
108,333
621,505 (6
) (11)
3.05
%
David Walter Boral
(9)
—
—
—
108,333
173,362 (10
) (11)
1.41
%
108,333
173,362 (10
) (11)
*
*
Stockholder owns less than 1%
22
(1)
The Selling Stockholders and any broker-dealers or agents that are involved in selling these
shares are deemed to be underwriters within the meaning of the Securities Act for such sales. An
underwriter is a person who has purchased shares from an issuer with a view towards distributing
the shares to the public. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares purchased by them may be considered to be underwriting
commissions or discounts under the Securities Act.
(2)
Shekhar Basu, in his capacity as managing member of Basu Biosciences, LLC has voting and
dispositive power over the securities held by Basu Biosciences, LLC.
(3)
MOG Capital, LLC is a registered broker dealer. The registrable securities were acquired in
the ordinary course of business and not as compensation for investment banking services.
Accordingly, the selling security holder is an "underwriter" within the meaning of Section 2(a)(11)
of the Securities Act under the interpretations of the SEC. Jason Adler, in his capacity as
managing member of MOG Capital, LLC has voting and dispositive power over the securities held by
MOG Capital, LLC. Mr. Adler disclaims beneficial ownership of such securities. Notwithstanding
the percentage set forth in the table above, the Series A Preferred and warrants each provide that
at no time may a holder convert the Series A Preferred or exercise the warrants if the number of
shares of common stock to be issued pursuant to such conversion or exercise would exceed, when
aggregated with all other shares of common stock owned by such holder at such time, the number of
shares of common stock which would result in such holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of
the then issued and outstanding shares of our common stock; provided, however, that upon the holder
providing us with 61 days notice that such holder would like to waive this provision then this
provision will be of no force or effect; provided, further, that this provision will be of no force
or effect during the 61 days immediately preceding the expiration of the Series A Preferred or
warrant.
(4)
Ravinder Holder, general partner of each of the selling stockholders, holds voting and
dispositive power over the securities held by the selling stockholders. The common stock listed
prior to the offering and after the offering includes 143,623 shares acquired other than in the
Series A Preferred offering and in the offering discussed in footnote (11).
(5)
Includes an option to purchase 500,000 shares of common stock at $0.75 per share, and a
warrant to purchase 203,066 shares underlying warrants we agreed to issue to our placement agent in
connection with our March 2010 offering. Mr. Carris is an affiliate of the placement agent.
(6)
Includes an option to purchase 400,000 shares of common stock at $0.75 per share, and a
warrant to purchase 154,839 shares underlying warrants we agreed to issue to our placement agent in
connection with our March 2010 offering. Mr. Batista is an affiliate of the placement agent.
(7)
The shares being registered underlie warrants we agreed to issue to our placement agent in
connection with the Series A Preferred offering. Mr. Carris is an affiliate of the placement agent.
23
(8)
The shares being registered underlie warrants we agreed to issue to our placement agent in
connection with the Series A Preferred offering. Mr. Batista is an affiliate of the placement
agent.
(9)
The shares being registered underlie warrants we agreed to issue to our placement agent in
connection with the Series A Preferred offering. Mr. Boral is an affiliate of the placement agent.
(10)
Includes an option to purchase 100,000 shares of common stock at $0.75 per share, and a
warrant to purchase 48,228 shares underlying warrants we agreed to issue to our placement agent in
connection with our March 2010 offering. Mr. Boral is an affiliate of the placement agent.
(11)
Includes shares of common stock acquired pursuant to our March 4, 2010 securities purchase
agreement with certain accredited investors, as well as shares of common stock underlying warrants
acquired pursuant to our March 4, 2010 securities purchase agreement. Half of the shares listed
for each investor is common stock and the other half is common stock underlying warrants.
We may require the Selling Stockholders to suspend the sales of the securities offered by this
prospectus upon the occurrence of any event that makes any statement in this prospectus or the
related registration statement untrue in any material respect or that requires the changing of
statements in these documents in order to make statements in those documents not misleading.
PLAN OF DISTRIBUTION
Each Selling Stockholder of the common stock and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of common stock
covered hereby on the principal trading market or any other stock exchange, market or trading
facility on which the shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. A Selling Stockholder may use any one or more of the following methods when
selling shares:
•
ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
•
block trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to facilitate
the transaction;
•
purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;
•
an exchange distribution in accordance with the rules of the applicable
exchange;
•
privately negotiated transactions;
•
settlement of short sales entered into after the effective date of the registration
statement of which this prospectus is a part;
•
in transactions through broker-dealers that agree with the Selling
Stockholders to sell a specified number of such shares at a stipulated price per
share;
•
through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;
•
a combination of any such methods of sale; or
•
any other method permitted pursuant to applicable law.
The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if
available, rather than under this prospectus.
24
Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the Selling
Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this
Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown
in compliance with FINRA IM-2440.
In connection with the sale of the common stock or interests therein, the Selling Stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The Selling Stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers
that in turn may sell these securities. The Selling Stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or create one or more
derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it
does not have any written or oral agreement or understanding, directly or indirectly, with any
person to distribute the Common Stock. In no event shall any broker-dealer receive fees,
commissions and markups which, in the aggregate, would exceed 8%.
The Company is required to pay certain fees and expenses incurred by the Company incident to
the registration of the shares. The Company has agreed to indemnify the Selling Stockholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act.
Because Selling Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act
including Rule 172 thereunder. The Selling Stockholders have advised us that there is no
underwriter or coordinating broker acting in connection with the proposed sale of the resale shares
by the Selling Stockholders.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the
shares may be resold by the Selling Stockholders without registration and without regard to any
volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company
to be in compliance with the current public information under Rule 144 under the Securities Act or
any other rule of similar effect or (ii) all of the shares have been sold pursuant to this
prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale
shares will be sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale shares of Common Stock
covered hereby may not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification requirement is available
and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the
distribution of the resale shares may not simultaneously engage in market making activities with
respect to the common stock for the applicable restricted period, as defined in Regulation M, prior
to the commencement of the distribution. In addition, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations thereunder, including
Regulation M, which may limit the timing of purchases and sales of shares of the common stock by
the Selling Stockholders or any other person. We will make copies of this prospectus available to
the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to
each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the
Securities Act).
25
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We incorporate information into this prospectus by reference, which means that we
disclose important information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this prospectus, except
to the extent superseded by information contained herein. We incorporate by reference the documents
listed below that have been previously filed with the SEC:
•
our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which
we filed with the SEC on March 31, 2010; and
•
our Current Reports on Form 8-K, which we filed with the SEC on February 1, 2010,
March 3, 2010 and April 6, 2010.
We do not incorporate by reference documents or information furnished to, but not filed with,
the SEC.
We will provide to each person, including any beneficial owner, to whom a prospectus is
delivered, upon written or oral request, a copy of the reports and documents that have been
incorporated by reference in this prospectus, at no cost. Any such request may be made by writing
or telephoning us at the following address or phone number:
Fibrocell Science, Inc.
405 Eagleview Boulevard
Exton, Pennsylvania 19341
(484) 713-6000
Attention: Corporate Secretary
These documents can also be requested through, and are available in, the "Investors" section
of our website, which is located at
www.fibrocellscience.com
, or as described under "Where You Can
Find More Information" below. The information and other content contained on or linked from our
internet website are not part of this prospectus.
EXPERTS
The financial statements as of December 31, 2009 ("Successor") and 2008 ("Predecessor" as
described in Note 1 of the notes to the consolidated financial statements incorporated herein by
reference) and for the year ended December 31, 2008 ("Predecessor"), for the period from January 1,
2009 to August 31, 2009 ("Predecessor") and for the period from the Successor's inception
(September 1, 2009) through December 31, 2009 and included in this Prospectus and in the
Registration Statement have been so included in reliance on the report of BDO Seidman, LLP, an
independent registered public accounting firm, the report on the financial statements contains an
explanatory paragraph regarding the Company's ability to continue as a going concern, appearing
elsewhere herein and in the Registration Statement, given on the authority of said firm as experts
in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with
respect to the common stock offered in this offering. This prospectus does not contain all of the
information set forth in the registration statement. For further information with respect to us and
the common stock offered in this offering, we refer you to the registration statement and to the
attached exhibits. With respect to each such document filed as an exhibit to the registration
statement, we refer you to the exhibit for a more complete description of the matters involved.
26
You may inspect our registration statement and the attached exhibits and schedules without
charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain copies of all or any part of our registration statement from the SEC
upon payment of prescribed fees. You may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330.
Our SEC
filings, including the registration statement and the exhibits filed with the registration statement,
are also available from the SEC's website at www.sec.gov, which contains reports, proxy
and information statements and other information regarding issuers
that file electronically with the SEC.
27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than underwriting discounts,
payable by the registrant in connection with the sale of the shares of common stock being
registered. All amounts are estimates except the fees payable to the SEC.
SEC Registration Fee
$
199.16
Accounting Fees and Expenses
$
5,000
Legal Fees and Expenses
$
5,000
Miscellaneous
$
1,000
Total
$
11,199.16
Item 14. Indemnification of Directors and Officers
Fibrocell's Certificate of Incorporation and Bylaws authorize it to indemnify directors,
officers, employees and agents of Fibrocell against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection
with any action, suit or proceeding, if the party to be indemnified acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests of Fibrocell, and,
with respect to any criminal action or proceeding, such party had no reasonable cause to believe
his conduct was unlawful. The Certificate of Incorporation and the Bylaws of Fibrocell also
authorize it to indemnify directors, officers, employees and agents of Fibrocell who are or were a
party to or threatened to be a party to, any threatened, pending, or completed action or suit by or
in the right of Fibrocell to procure a judgment in its favor by reason of the fact the he was a
director, officer, employee or agent of Fibrocell or of another entity at the request of Fibrocell,
against expenses (including reasonable attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of Fibrocell, except
that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged liable to Fibrocell unless and to the extent that the court in
which such suit or action was brought shall determine on application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
The Bylaws also permit Fibrocell to enter into indemnity agreements with individual directors,
officers, employees, and other agents. Fibrocell reserves the right to enter into such agreements
with its directors and executive officers effective upon the closing of this offering. These
agreements, together with the Bylaws and Certificate of Incorporation, may require Fibrocell, among
other things, to indemnify directors or officers against certain liabilities that may arise by
reason of their status or service as directors (other than liabilities resulting from willful
misconduct of a culpable nature), to advance expenses to them as they are incurred, provided that
they undertake to repay the amount advanced if it is ultimately determined by a court that they are
not entitled to indemnification, and to obtain and maintain directors' and officers' insurance if
available on reasonable terms.
Fibrocell's Certificate of Incorporation provides that directors shall have no personal
liability to Fibrocell or its stockholders for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of a director's duty of loyalty to Fibrocell or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under section 174 of the General Corporation Law of Delaware
as it may from time to time be amended or any successor provision thereto, or (iv) for any
transaction from which a director derived an improper personal benefit.
Fibrocell currently has directors' and officers' liability insurance. Delaware General
Corporation Law, Section 145, and the Certificate of Incorporation and Bylaws of Fibrocell provide
for the indemnification of officers,
28
directors and other corporate agents in terms sufficiently
broad to indemnify such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, Fibrocell has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
Item 15. Recent Sales of Unregistered Securities
On August 27, 2009, the United States Bankruptcy Court for the District of Delaware in
Wilmington entered an order, or Confirmation Order, confirming the Joint First Amended Plan of
Reorganization dated July 30, 2009, as supplemented by the Plan Supplement dated August 21, 2009,
or the Plan, of Isolagen, Inc. and Isolagen's wholly owned subsidiary, Isolagen Technologies, Inc.
The effective date of the Plan was September 3, 2009.
Pursuant to the Plan, all Isolagen equity interests, including without limitation its common
stock, options and warrants outstanding as of the effective date were cancelled. On the effective
date, Fibrocell completed an exit financing of common stock in the amount of $2 million. Fibrocell
issued the following shares of common stock pursuant to the Plan:
§
7,320,000 shares, to its pre-bankruptcy lenders and the lenders that provided its
debtor-in-possession facility, collectively;
§
3,960,000 shares, to the holders of the 3.5% convertible subordinated notes issued
by Isolagen;
§
600,000 shares, to its management as of the effective date, which was its chief
operating officer;
§
120,000 shares, to the holders of its general unsecured claims; and
§
2,666,666 shares, to the purchasers of shares in the exit financing (its
pre-bankruptcy lenders, the lenders that provided the debtor-in-possession facility and the
holders of the 3.5% convertible subordinated notes were permitted to participate in the
exit financing).
The common stock issued pursuant to the Plan was issued pursuant to Section 1145 of the United
States Bankruptcy Code, which exempts the issuance of securities from the registration requirements
of the Securities Act of 1933, as amended ("Securities Act").
A condition precedent to Fibrocell's exit from bankruptcy was that it execute an investment
banking agreement with John Carris Investments LLC and Viriathus Capital LLC. In connection with
this agreement, Fibrocell was required to pay a retainer, which consisted in part of the issuance
of options to purchase an aggregate of 1,000,000 shares of common stock at $0.75 per share. These
securities were issued pursuant to the exemption from registration permitted under Section 4(2) of
the Securities Act.
In October 2009, the Series A Preferred and the Class A and Class B warrants were sold in a
transaction exempt from registration under the Securities Act, in reliance on Section 4(2) thereof
and Rule 506 of Regulation D thereunder. Each purchaser represented that it was an "accredited
investor" as defined in Regulation D.
In October 2009, Fibrocell entered into two consulting agreements with two individuals.
Fibrocell issued the two consultants options to purchase 200,000 shares and 150,000 shares,
respectively. The options have an expiration date five years from the date of issuance and an
exercise price of $0.75 per share. The options were issued in a transaction exempt from registration under the Securities
Act of 1933, in reliance on Section 4(2) thereof.
In March 2010, Fibrocell sold the common stock and warrant being registered in this
registration statement in a transaction exempt from registration under the Securities Act, in
reliance on Section 4(2) thereof and Rule 506 of Regulation D thereunder. Each purchaser
represented that it was an "accredited investor" as defined in Regulation D.
29
Item 16. Exhibits and Financial Statement Schedules
Exhibit
Number
Description
2.1
Debtors' First Amended Joint Plan of Reorganization dated July 30,
2009 and Disclosure Statement (filed as Exhibit 10.2 to the
Company's Form 10-Q for quarter ended June 30, 2009, filed on August
12, 2009 and as Exhibit 99.1 to our Form 8-K filed September 2,
2009)
3.1
Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to our Form 8-K filed September 2, 2009)
3.2
Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to our Form 8-K filed September 2, 2009)
3.3
Certificate of Designation of Preferences, Rights and Limitations of
Series A 6% Convertible Preferred Stock (incorporated by reference
to Exhibit 3.1 to our Form 8-K filed October 14, 2009)
4.1
Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to our Form 10-Q filed November 23, 2009)
4.2
Form of Class A/B Common Stock Purchase Warrant (incorporated by
reference to Exhibit 4.1 to our Form 8-K filed October 14, 2009)
4.3
Form of 12.5% Promissory Note (incorporated by reference to
Exhibit 10.1 to our Form 8-K filed September 10, 2009)
4.4
Form of Placement Agent Warrant (incorporated by reference to
Exhibit 4.2 to our Form 10-Q filed November 23, 2009)
4.5
Common Stock Purchase Warrant issued in March 2010 offering
(incorporated by reference to Exhibit 4.1 to our Form 8-K filed
March 3, 2010)
5
Opinion of Cozen O'Connor
10.1
Securities Purchase Agreement dated October 13, 2009 between the
Company and the Series A Preferred Stock Purchasers (incorporated by
reference to Exhibit 10.1 to our Form 8-K filed October 14, 2009)
10.2
Employment Agreement between the Company and Declan Daly
(incorporated by reference to Exhibit 10.1 to our Form 10-Q filed
November 23, 2009)
10.3
Consulting Agreement between the Company and Robert Langer
(incorporated by reference to Exhibit 10.2 to our Form 10-Q filed
November 23, 2009)
10.4
2009 Equity Incentive Plan (incorporated by reference to
Exhibit 10.3 to our Form 10-Q filed November 23, 2009)
10.5
Lease Agreement between Isolagen, Inc and The Hankin Group dates
April 7, 2005 (previously filed as an exhibit to the company's Form
8-K, filed on April 12, 2005)
10.6
Purchase Option Agreement between Isolagen, Inc and 405 Eagleview
Associates dated April 7, 2005 (previously filed as an exhibit to
the company's Form 8-K, filed on April 12, 2005)
10.7
Intellectual Property Purchase Agreement between Isolagen
Technologies, Inc., Gregory M. Keller, and PacGen Partners
(previously filed as an exhibit to the company's amended Form S-1,
as filed on October 24, 2003)
10.8
Employment Agreement between the Company and David Pernock
(incorporated by reference to Exhibit 10.1 to our Form 8-K filed
February 1, 2010)
30
Exhibit
Number
Description
10.9
Registration Rights Agreement between the Company and the Series A
Preferred Stock Purchasers, dated October 13, 2009 (incorporated by
reference to Exhibit 10.2 to our Form 8-K filed October 14, 2009)
10.10
Securities Purchase Agreement dated March 2, 2010 (incorporated by
reference to Exhibit 10.1 to our Form 8-K filed March 3, 2010)
10.11
Registration Rights Agreement dated March 2, 2010 (incorporated by
reference to Exhibit 10.1 to our Form 8-K filed March 3, 2010)
21
List of Subsidiaries (previously filed as an exhibit to the
company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2006)
*23.1
Consent of BDO Seidman, LLP
23.2
Consent of Cozen O'Connor (included in Exhibit 5)
24.1
Power of Attorney (included on signature page)
*
Filed herewith.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
ii. To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration statement.
iii. To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
Provided however, That:
A. Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the
registration statement is on Form S-3 or Form F-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) that is part of the registration statement.
2. That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
31
3. To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
4. That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
i. If the registrant is relying on Rule 430B:
A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be
deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a
new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to
such effective date; or
32
ii. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it
is first used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on behalf of
the undersigned registrant or used or referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
6. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
7. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Exton, Commonwealth of Pennsylvania, on May 7, 2010.
FIBROCELL SCIENCE, INC.
By:
/s/               David Pernock
Name:
David Pernock
Title:
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Declan Daly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and any subsequent registration statements pursuant to Rule 462 of the
Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that
each of said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated:
Signature
Title
Date
/s/ David Pernock
David Pernock
Chairman of the
Board and Chief
Executive Officer
May 7, 2010
/s/ Declan Daly
Declan Daly
Director, Chief
Financial Officer,
Chief Operating
Officer and
Controller
May 7, 2010
/s/ Paul Hopper
Paul Hopper
Director
May 7, 2010
/s/ Kelvin Moore
Kelvin Moore
Director
May 7, 2010
/s/ Robert Langer
Robert Langer
Director
May 7, 2010
/s/ Mark Mazur
Mark Mazur
Director
May 7, 2010
34
EXHIBIT INDEX
Exhibit
Number
Description
2.1
Debtors' First Amended Joint Plan of Reorganization dated July 30,
2009 and Disclosure Statement (filed as Exhibit 10.2 to the
Company's Form 10-Q for quarter ended June 30, 2009, filed on August
12, 2009 and as Exhibit 99.1 to our Form 8-K filed September 2,
2009)
3.1
Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to our Form 8-K filed September 2, 2009)
3.2
Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to our Form 8-K filed September 2, 2009)
3.3
Certificate of Designation of Preferences, Rights and Limitations of
Series A 6% Convertible Preferred Stock (incorporated by reference
to Exhibit 3.1 to our Form 8-K filed October 14, 2009)
4.1
Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to our Form 10-Q filed November 23, 2009)
4.2
Form of Class A/B Common Stock Purchase Warrant (incorporated by
reference to Exhibit 4.1 to our Form 8-K filed October 14, 2009)
4.3
Form of 12.5% Promissory Note (incorporated by reference to
Exhibit 10.1 to our Form 8-K filed September 10, 2009)
4.4
Form of Placement Agent Warrant (incorporated by reference to
Exhibit 4.2 to our Form 10-Q filed November 23, 2009)
4.5
Common Stock Purchase Warrant issued in March 2010 offering
(incorporated by reference to Exhibit 4.1 to our Form 8-K filed
March 3, 2010)
5
Opinion of Cozen O'Connor
10.1
Securities Purchase Agreement dated October 13, 2009 between the
Company and the Series A Preferred Stock Purchasers (incorporated by
reference to Exhibit 10.1 to our Form 8-K filed October 14, 2009)
10.2
Employment Agreement between the Company and Declan Daly
(incorporated by reference to Exhibit 10.1 to our Form 10-Q filed
November 23, 2009)
10.3
Consulting Agreement between the Company and Robert Langer
(incorporated by reference to Exhibit 10.2 to our Form 10-Q filed
November 23, 2009)
10.4
2009 Equity Incentive Plan (incorporated by reference to
Exhibit 10.3 to our Form 10-Q filed November 23, 2009)
10.5
Lease Agreement between Isolagen, Inc and The Hankin Group dates
April 7, 2005 (previously filed as an exhibit to the company's Form
8-K, filed on April 12, 2005)
10.6
Purchase Option Agreement between Isolagen, Inc and 405 Eagleview
Associates dated April 7, 2005 (previously filed as an exhibit to
the company's Form 8-K, filed on April 12, 2005)
10.7
Intellectual Property Purchase Agreement between Isolagen
Technologies, Inc., Gregory M. Keller, and PacGen Partners
(previously filed as an exhibit to the company's amended Form S-1,
as filed on October 24, 2003)
10.8
Employment Agreement between the Company and David Pernock
(incorporated by reference to Exhibit 10.1 to our Form 8-K filed
February 1, 2010)
35
Exhibit
Number
Description
10.9
Registration Rights Agreement between the Company and the Series A
Preferred Stock Purchasers, dated October 13, 2009 (incorporated by
reference to Exhibit 10.2 to our Form 8-K filed October 14, 2009)
10.10
Securities Purchase Agreement dated March 2, 2010 (incorporated by
reference to Exhibit 10.1 to our Form 8-K filed March 3, 2010)
10.11
Registration Rights Agreement dated March 2, 2010 (incorporated by
reference to Exhibit 10.1 to our Form 8-K filed March 3, 2010)
21
List of Subsidiaries (previously filed as an exhibit to the
company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2006)
*23.1
Consent of BDO Seidman, LLP
23.2
Consent of Cozen O'Connor (included in Exhibit 5)
24.1
Power of Attorney (included on signature page)
*
Filed herewith.
36