EXTON, Pa.--(BUSINESS WIRE)--Fibrocell Science, Inc. (OTCBB: FCSC) announced today that the Company has entered into a definitive Securities Purchase Agreement with certain accredited investors, pursuant to which the Company agreed to sell to the purchasers an aggregate of 41,245,822 shares of Company common stock at a purchase price of $0.55 per share in a private placement. Each purchaser will also receive a warrant to purchase 0.35 shares of common stock for every share of common stock acquired in the offering with an exercise price of $0.75 per share and a term of 5 years from issuance. The warrants are callable by the Company if the common stock trades over $1.75 for 20 consecutive trading days at any time after the shares underlying the warrants are registered or eligible for resale pursuant to Rule 144. The aggregate purchase price to be paid by the purchasers at closing for the common stock and the warrants will be $22.7 million. The closing is expected to occur on or about August 10, 2011, subject to customary closing conditions.

Pursuant to a Registration Rights Agreement between the Company and the purchasers, the Company is required to file a resale registration statement within 30 days that covers the resale of the shares of common stock and the shares of common stock issuable upon the exercise of the warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities. None of the shares to be issued to the investors nor the shares underlying the warrants to be issued to the investors will be or have been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc., (Nasdaq: RODM), and Gleacher & Company Securities, Inc., a subsidiary of Gleacher & Company, Inc. (Nasdaq: GLCH), acted as joint lead placement agents for the offering. John Carris Investments, LLC acted as co-placement agent for the offering.
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