UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2013
FIBROCELL SCIENCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-31564 | 87-0458888 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
405 EAGLEVIEW BLVD., EXTON, PA 19341
(Address of Principal Executive Office) (Zip Code)
(484) 713-6000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2013, the board of directors of Fibrocell Science, Inc. (the “Company”) approved the appointment of Douglas J. Swirsky to the Company’s board of directors. The board of directors has not yet determined the composition of its board committees. On his appointment, Mr. Swirsky received an option to purchase 200,000 shares of Company common stock at an exercise price equal to the fair market value of the Company’s common stock on the date of grant, of which 100,000 shares vest immediately and 100,000 shares vest in 12 months.
On March 4, 2013, Declan Daly resigned from the Company’s board of directors. Mr. Daly shall continue in his position as Chief Financial Officer of the Company. The resignation was not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Fibrocell Science, Inc. | ||
| By: | /s/ Declan Daly | |
| Declan Daly | ||
| Chief Financial Officer | ||
Date: March 5, 2013