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

JULY 16, 2012

Date of Report (date of Earliest Event Reported)

FIBROCELL SCIENCE, INC.

(Exact Name of Registrant as Specified in its Charter)

405 EAGLEVIEW BLVD., EXTON, PA 19341

(Address of principal executive offices and zip code)

(484) 713-6000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from 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 (see General Instruction A.2. below):

On July 16, 2012, Fibrocell Science, Inc. (the “Company”), as part of a private placement (the “Offering”), sold to accredited investors an aggregate of $780,000 in gross proceeds of its securities consisting of in the aggregate: (i) 780 shares of Series E Convertible Preferred Stock, par value $0.001 and stated value (the “Stated Value”), $1,000 per share (“Series E Preferred”), and (ii) five-year warrants to purchase 3,120,000 shares of the Company’s common stock (“Common Stock”) at an exercise price of $0.30 per share (the “Warrants”). The initial exercise date of the Warrants is the date the Company receives approval from its shareholders to file and subsequently files an amendment to its Certificate of Incorporation increasing the number of its authorized shares of Common Stock to an amount greater than 250,000,000 shares.

In connection with such closing, the co-placement agents for the Offering, John Carris Investments LLC and John Thomas Financial, Inc. (collectively, the “Agents”), received (i) cash compensation of $78,000 and a non-accountable expense allowance of $23,400, and (ii) five (5) year warrants (the “Agent Warrants”) to purchase 312,000 shares of Common Stock at an exercise price of $0.30 per share.

On May 14, 24 and 30, 2012 and June 7 and 28, 2012, the Company announced the completion of previous closings of the Offering.

The July 16, 2012 sale represented the final closing of the Offering and effective on such date, the Company closed the Offering.

In the Offering, the Company (i) sold an aggregate of $9,141,000 in gross proceeds of its securities resulting in the issuance of an aggregate of (a) 9,141 Series E Preferred shares ($9,141,000 aggregate Stated Value), and (b) Warrants to purchase 36,564,000 shares of Common Stock, and (ii)(a) paid the Agents in the aggregate cash compensation of $914,100 and a non-accountable expense allowance of $284,530, and (b) issued Agent Warrants to the Agents to purchase in the aggregate 3,656,400 shares of Common Stock.

The terms of the shares of the Series E Preferred are set forth in the form of the Certificate of Designation included hereto as Exhibit 3.1 and the terms of the Warrants are set forth in the form of the Warrant included hereto as Exhibit 4.1, which documents are incorporated herein by reference.

The information contained in Item 1.01 is hereby incorporated by reference. The Series E Preferred, the Warrants, and the Agent Warrants were sold/issued in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof and Rule 506 of Regulation D thereunder (“Regulation D”). Each purchaser in the Offering represented in the Offering documents that it was an “accredited investor” as defined in Regulation D.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.