6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2017

Commission File Number 000-50112

RepliCel Life Sciences Inc.

(Translation of registrant’s name into English)

Suite 900 – 570 Granville Street, Vancouver, British Columbia  V6C 3P1

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.     Form 20-F  [X]  Form 40-F  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [  ]

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

SUBMITTED HEREWITH

99.1Material Change Report dated March 9, 2017

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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, thereunto duly authorized.

RepliCel Life Sciences Inc.

/s/ Lee Buckler

Lee Buckler, President

Date:  March 9, 2017

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EX-99.1

51-102F3 MATERIAL CHANGE REPORT

Item 1   Name and Address of Company

RepliCel Life Sciences Inc. (the “Company”)900 – 570 Granville Street Vancouver, BC  V6C 3P1

Item 2   Date of Material Change

March 6, 2017

Item 3   News Release

The news release was disseminated on March 6, 2017 through Marketwired.

Item 4   Summary of Material Change

The Company announced that it has applied to the TSX Venture Exchange (the “Exchange”) for an amendment to the exercise price of 148,226 non-transferable share purchase warrants (the “April Warrants”) expiring April 10, 2017 from $5.00 to $1.14 and 173,900 non-transferable share purchase warrants (the “November Warrants”) expiring on November 20, 2017 from $4.00 to $1.14.  All other terms of the April Warrants and the November Warrants will remain the same.  The amendment to the exercise price is subject to the approval of the Exchange.

Item 5    Full Description of Material Change

5.1           Full Description of Material Change

A full description of the material change is described in Item 4 above and in the attached News Release which has been filed on SEDAR.

5.2          Disclosure for Restructuring Transactions

N/A

Item 6   Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

N/A

Item 7   Omitted Information

None

Item 8   Executive Officer

Contact:            Lee Buckler, CEO and PresidentTelephone:       604.248.8693

Item 9   Date of Report

March 9, 2017

NEWS RELEASE

RepliCel Life Sciences Announces Re-pricing of Warrants

VANCOUVER, BC – March 6, 2017 – RepliCel Life Sciences Inc. (“RepliCel” or the “Company”) (OTCQB: REPCD) (TSX.V: RP) (Frankfurt: P6P2), a clinical stage regenerative medicine company focused on the development of autologous cell therapies, announces that it has applied to the TSX Venture Exchange (the “Exchange”) for an amendment to the exercise price of 148,226 non-transferable share purchase warrants (the “April Warrants”) expiring April 10, 2017 from $5.00 to $1.14 and 173,900 non-transferable share purchase warrants (the “November Warrants”) expiring on November 20, 2017 from $4.00 to $1.14.  All other terms of the April Warrants and the November Warrants will remain the same.  The amendment to the exercise price is subject to the approval of the Exchange.

About RepliCel Life Sciences

RepliCel is a regenerative medicine company focused on developing autologous cell therapies that address conditions caused by a deficit of healthy cells required for normal healing and function. The Company’s product pipeline is comprised of two ongoing clinical trials (RCT-01: tendon repair and RCS-01: skin rejuvenation) as well as its RCH-01: hair restoration product under exclusive license by Shiseido Company for certain Asian countries. All product candidates are based on RepliCel’s innovative technology, utilizing cell populations isolated from a patient’s healthy hair follicles. The Company has also developed a proprietary injection device (RCI-02) optimized for the administration of its products and licensable for use with other dermatology applications. Please visit www.replicel.com for additional information.

For more information, please contact:

CONTACT:

Lee Buckler, CEO and President

Telephone: 604-248-8693 / lee@replicel.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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