August 9, 2016 9:56am

Flim, flam yet clever - the offering of the notes and warrants has NOT been registered

 


 

FCSC announced that it has terminated the previously announced underwritten public offering of common stock and warrants in order to enter into another financing transaction on more favorable terms.  The financing transaction provides for the issuance of up to $25 M in aggregate principal amount of convertible promissory notes

 

The Financing is greater than 50% subscribed and is not subject to any minimum aggregate investment amount.  The initial closing of the financing is expected to occur as soon as reasonably possible.

In the initial closing of the financing, Fibrocell will issue 10-year Notes that are convertible into FCSC common stock at a conversion price of $1.13625 per share and will accrue interest at a rate of 4% per annum. Interest may be paid or accrued, at the option of FCSC.  Upon the fifth anniversary of the issuance of the Notes and until they mature, each investor has the right to require the Company to repay all or any portion of the unpaid principal and accrued and unpaid interest.

Each $1 of principal invested in the Notes entitles the investor to a 5-year warrant to purchase one (1) share of FCSC’s common stock at an exercise price equal to $1.50 per share.  The warrants can be exercised on a cashless basis.

 

The Bottom Line to be noted: The offering of the notes and warrants has NOT been registered under the Securities Act of 1933, as amended (the Securities Act), and the notes and warrants may NOT be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements.

FCSC closed at $1.00 and is UP +$0.20 or +19.4%. Make your own decision to invest but, clever… another way to beat shareholder approval and the increase in the number of shares at the moment?