As at
|
Notes
|
June 30, 2020
|
December 31, 2019
|
|||||||||
Assets
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
$
|
161,087
|
$
|
23,929
|
||||||||
Guaranteed investment certificate
|
17,250
|
28,750
|
||||||||||
Sales taxes recoverable
|
17,607
|
16,524
|
||||||||||
Prepaid expenses and deposits
|
19,503
|
128,670
|
||||||||||
Contract asset
|
6
|
25,261
|
25,261
|
|||||||||
240,708
|
223,134
|
|||||||||||
Non-current assets
|
||||||||||||
Contract Asset
|
6
|
177,346
|
189,976
|
|||||||||
Equipment
|
5
|
4,811
|
5,999
|
|||||||||
Total assets
|
$
|
422,865
|
$
|
419,109
|
||||||||
Liabilities
|
||||||||||||
Current liabilities
|
||||||||||||
Bank indebtedness
|
$
|
-
|
$
|
-
|
||||||||
Accounts payable and accrued liabilities
|
12, 13
|
1,263,200
|
747,583
|
|||||||||
Contract liability
|
6
|
252,609
|
252,609
|
|||||||||
Preference shares
|
7
|
503,530
|
449,287
|
|||||||||
2,019,339
|
1,449,479
|
|||||||||||
Non-current liabilities
|
||||||||||||
CEBA loan
|
10
|
40,000
|
-
|
|||||||||
Contract liability
|
6
|
1,773,450
|
1,899,754
|
|||||||||
Total liabilities
|
3,832,789
|
3,349,233
|
||||||||||
Shareholders’ deficiency
|
||||||||||||
Common shares
|
11
|
28,960,095
|
28,960,095
|
|||||||||
Shares subscriptions
|
11
|
206,940
|
-
|
|||||||||
Contributed surplus
|
11
|
4,626,021
|
4,622,624
|
|||||||||
Accumulated deficit
|
(37,202,980
|
)
|
(36,512,843
|
)
|
||||||||
Total shareholders’ deficiency
|
(3,409,924
|
)
|
(2,930,124
|
)
|
||||||||
Total liabilities and shareholders’ deficiency
|
$
|
422,865
|
$
|
419,109
|
Continuance of Operations
|
2(a)
|
Commitments and Contingencies
|
14
|
Events after the reporting date
|
18
|
/s/ “David Hall”
|
/s/ “Lee Buckler”
|
|||
Director
|
Director
|
|
For the three months ended
|
For the six months ended
|
||||||||||||||||||||||||||
June 30,
|
June 30,
|
June 30,
|
June 30,
|
|||||||||||||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||||||||||||||
$ | $ | $ |
$
|
|||||||||||||||||||||||||
Revenue
|
||||||||||||||||||||||||||||
Licensing fees (Note 6)
|
63,153
|
63,153
|
126,305
|
126,305
|
||||||||||||||||||||||||
Expenses
|
||||||||||||||||||||||||||||
Research and development (Note 12)
|
150,304
|
722,883
|
301,802
|
1,466,300
|
||||||||||||||||||||||||
General and administrative (Note 12)
|
188,296
|
273,748
|
433,857
|
518,685
|
||||||||||||||||||||||||
Loss before other items
|
(275,447
|
)
|
(933,478
|
)
|
(609,354
|
)
|
(1,921,414
|
)
|
||||||||||||||||||||
Other items:
|
||||||||||||||||||||||||||||
Accretion on preference shares
|
(27,121
|
)
|
-
|
(54,243
|
)
|
-
|
||||||||||||||||||||||
Foreign exchange gain (loss)
|
(26,912
|
)
|
(5,687
|
)
|
(26,898
|
)
|
107
|
|||||||||||||||||||||
Interest income
|
-
|
-
|
358
|
92,368
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Net and comprehensive loss
|
$
|
(329,480
|
)
|
$
|
(939,165
|
)
|
$
|
(690,137
|
)
|
$
|
(1,766,205
|
)
|
||||||||||||||||
loss per Basic and diluted share
|
$
|
(0.01
|
)
|
$
|
(0.03
|
)
|
$
|
(0.02
|
)
|
$
|
(0.07
|
)
|
||||||||||||||||
Weighted average shares outstanding
|
28,287,751
|
27,057,727
|
28,287,751
|
27,019,478
|
|
June 30,
2020
|
June 30,
2019
|
||||||
Operating activities
|
||||||||
Net loss for the period
|
$
|
(690,137
|
)
|
$
|
(1,702,634
|
)
|
||
Add items not involving cash:
|
||||||||
Accretion of preference shares
|
54,243
|
-
|
||||||
Amortization of contract asset
|
12,631
|
12,631
|
||||||
Revenue from contract liability (Note 6)
|
(126,305
|
)
|
(126,305
|
)
|
||||
Depreciation (Note 5)
|
1,188
|
1,084
|
||||||
Gain on debt settlement (Note 6 & 7 i)
|
-
|
(92,368
|
)
|
|||||
Stock-based compensation (Note 7 (e))
|
3,397
|
18,459
|
||||||
Changes in non-cash working capital balances:
|
||||||||
Sales taxes recoverable
|
(1,083
|
)
|
31,186
|
|||||
Prepaid expenses and deposits
|
109,167
|
114,161
|
||||||
Accounts payable and accrued liabilities
|
515,617
|
(402,914
|
)
|
|||||
Net cash used in operating activities
|
(121,282
|
)
|
(2,146,682
|
)
|
||||
Investing activities
|
||||||||
Redemption of guaranteed investment certificate
|
11,500
|
-
|
||||||
Net cash provided by investing activities
|
11,500
|
-
|
||||||
Financing activities
|
||||||||
Increase in CEBA loan
|
40,000
|
|||||||
Increase in shares subscriptions
|
206,940
|
-
|
||||||
Net cash provided by financing activities
|
246,940
|
-
|
||||||
Increase (decrease) in cash and cash equivalents during the period
|
137,158
|
(2,146,682
|
)
|
|||||
Cash and cash equivalents, beginning of the period
|
23,929
|
2,418,521
|
||||||
Cash and cash equivalents (bank indebtedness), end of the period
|
$
|
161,087
|
$
|
271,839
|
||||
Common Stock
|
Common Shares - Subscribed
|
Contributed
|
Accumulated
|
|||||||||||||||||||||
|
Shares
|
Amount
|
Surplus
|
Deficit
|
Total
|
|||||||||||||||||||
Balance, January 1, 2020
|
28,287,751
|
$
|
28,960,095
|
$
|
-
|
4,622,624
|
$
|
(36,512,843
|
)
|
$
|
(2,930,124
|
)
|
||||||||||||
Stock-based compensation – Note 10 (e)
|
-
|
-
|
3,397
|
-
|
3,397
|
|||||||||||||||||||
Shares subscriptions
|
-
|
-
|
206,940
|
206,940
|
||||||||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
(690,137
|
)
|
(690,137
|
)
|
|||||||||||||||||
Balance, June 30, 2020
|
28,287,751
|
$
|
28,960,095
|
$
|
206,940
|
4,626,021
|
$
|
(37,202,980
|
)
|
$
|
(3,409,924
|
)
|
Common Stock
|
||||||||||||||||||||
Contributed
|
Accumulated
|
|||||||||||||||||||
Shares
|
Amount
|
Surplus
|
Deficit
|
Total
|
||||||||||||||||
Balance, January 1, 2019
|
26,800,529
|
$
|
28,745,992
|
$
|
4,357,922
|
$
|
(33,559,097
|
)
|
$
|
(1,014,307
|
)
|
|||||||||
Common shares issued for debt (Note 7(b)(i))
|
735,904
|
257,187
|
-
|
-
|
257,187
|
|||||||||||||||
Stock-based compensation – Note 7 (d)
|
-
|
-
|
18,457
|
-
|
18,457
|
|||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
(1,702,643
|
)
|
(1,702,645
|
)
|
|||||||||||||
Balance, June 30, 2019
|
27,536,433
|
$
|
29,003,179
|
$
|
4,376,379
|
$
|
(35,261,731
|
)
|
$
|
(1,882,184
|
)
|
1.
|
Corporate Information
|
2.
|
Basis of Presentation
|
2. |
Basis of Presentation - continued
|
a)
|
Continuance of Operations
|
3. |
Critical Accounting Estimates and Judgements
|
3. |
Critical Accounting Estimates and Judgements - continued
|
4. |
Accounting Standards, Amendments and Interpretations
|
•
|
Whether an entity considers uncertain tax treatments separately;
|
•
|
The assumptions an entity should make about the examination of tax treatments by taxation authorities;
|
•
|
How an entity determines taxable profit or loss, taxes bases, unused tax losses, unused tax credits and tax rates; and
|
•
|
How an entity considers changes in facts and circumstances.
|
Furniture and Equipment
|
Computer Equipment
|
Total
|
||||||||||
Cost:
At December 31, 2019
|
$
|
14,249
|
$
|
41,751
|
$
|
56,000
|
||||||
Additions
|
-
|
-
|
-
|
|||||||||
Disposals
|
-
|
-
|
-
|
|||||||||
At June 30, 2020
|
14,249
|
41,751
|
56,000
|
|||||||||
Depreciation:
At December 31, 2019
|
11,996
|
38,005
|
50,001
|
|||||||||
Depreciation
|
225
|
963
|
1,188
|
|||||||||
At June 30, 2020
|
12,221
|
38,968
|
51,189
|
|||||||||
Net book value at June 30, 2020
|
$
|
2,028
|
$
|
2,783
|
$
|
4,811
|
6. |
Licensing and Collaboration Agreement – YOFOTO (China) Health Industry Co. Ltd.
|
7. |
Preference shares
|
•
|
a fixed dividend rate which shall accrue on a daily basis (based on a 360 day year consisting of 12 30-day months) at a rate
of seven (7%) per annum;
|
•
|
the right of the Class A Shareholder to convert the paid up amount of each Class A Share, from time-to-time, into shares of
the Company (each, a “Share”) at any time prior to the date that is five (5) years from the date of issuance of the Class A Shares at a conversion price that is equal to the greater of: (i) $0.33; and (ii) the Market Price (as defined in
the policies of the TSX Venture Exchange (“TSXV”)) at the date of such conversion;
|
•
|
voting rights only on matters pertaining to Class A Shares until they are converted to common shares at which time all
voting rights attach; and
|
•
|
a first priority over all Shares or shares of any other class of the Company as to dividends and upon liquidation.
|
(i)
|
$0.468 per Class A Share for the period from the date of issuance (the “Issue Date”) to the date that is the first
anniversary of the Issue Date;
|
(ii)
|
$0.536 for the period from the date that is the day after the first anniversary of the Issue
Date to the date that is the second anniversary of the Issue Date;
|
(iii)
|
$0.604 for the period from the date that is the day after the second anniversary of the Issue Date to
the date that is the third anniversary of the Issue Date;
|
(iv)
|
$0.672 for the period from the date that is the day after the third anniversary of the Issue Date to
the date that is the fourth anniversary of the Issue Date; and
|
(v)
|
$0.740 for the period from the date that is the day after the fourth anniversary of the Issue Date and the date that is the
fifth anniversary of the Issue Date.
|
10. |
CEBA loan
|
11. |
Share Capital
|
a)
|
Authorized:
|
i) |
The Company announced on January 17, 2019 a debt settlement in the amount of $349,555 owed by the Company to certain creditors by the issuance of 770,577 common shares
(each, a “Share”) of the Company at a price of $0.475 per Share. The Settlement Agreements were signed on November 20, 2018; however, the debt was not settled until January 15, 2019 when the transaction was approved by the TSX Venture
Exchange. The securities are subject to a statutory hold period of four months and one day. The Company reported a gain on this debt settlement in the amount of $92,357.
|
11. |
Share Capital – continued
|
c) |
Stock Option Plans:
|
a)
|
Fair value of Company Options Issued from January 1, 2017 to June 30, 2020
|
11. |
Share Capital - continued
|
Number of Options
|
Weighted Average Exercise Price
|
|||||||
Outstanding, December 31, 2019
|
1,830,000
|
$
|
0.77
|
|||||
Granted
|
-
|
-
|
||||||
Cancelled
|
-
|
-
|
||||||
Outstanding, June 30, 2019
|
1,830,000
|
$
|
0.79
|
|||||
Exercisable, June 30, 2019
|
1,805,000
|
$
|
0.79
|
|
Number of Options
|
Weighted Average Exercise Price
|
||||||
Outstanding, January 1, 2019
|
2,080,000
|
$
|
0.79
|
|||||
Cancelled
|
(250,000
|
)
|
0.91
|
|||||
Outstanding, December 31, 2019
|
1,830,000
|
0.77
|
||||||
Exercisable, December 31, 2019
|
1,805,000
|
$
|
0.79
|
|||||
|
11. |
Share Capital – continued
|
Warrants Outstanding
|
Weighted Average Exercise Price
|
Expiry
|
|||
October 9, 2018
|
1,071,580
|
$0.95
|
October 9, 2020
|
||
Outstanding, June 30, 2020
|
1,071,580
|
$ 0.95
|
Warrants
Outstanding
|
Weighted Average Exercise Price
|
||
Outstanding, December 31, 2017
|
12,748,898
|
$
|
1.50
|
Issued
|
1,071,580
|
0.95
|
|
Expired
|
(10,027,294)
|
0.83
|
|
Outstanding, December 31, 2018
|
3,793,184
|
$
|
1.70
|
Expired
|
-
|
-
|
|
Outstanding, December 31, 2019
|
3,793,184
|
$
|
1.70
|
Expired
|
(2,721,604)
|
-
|
|
Outstanding, June 30, 2020
|
1,071,580
|
$
|
0.95
|
December 31, 2019
|
December 31, 2018
|
|
Risk fee rate
|
-
|
2.31%
|
Expected life (years)
|
-
|
2
|
Volatility
|
-
|
104%
|
Expected Dividend
|
-
|
$-
|
Expected forfeiture rate
|
-
|
0%
|
Exercise price
|
-
|
$0.95
|
Grant date fair value
|
-
|
$0.45
|
12. |
Related Party Transactions
|
|
30-June-20
|
30-June-19
|
||||||
Companies controlled by directors of the Company (a)
|
$
|
81,925
|
$
|
7,512
|
||||
Directors or officers of the Company
|
97,475
|
82,010
|
||||||
Loan from director (b)
|
115,500
|
-
|
||||||
|
$
|
294,900
|
$
|
89,522
|
(a)
|
These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
|
(b)
|
From January 27 to June 4 of 2020, the Company approved a series of loans from a director of the Company in the sum of $83,300 USD ($115,500 CAD)
(“the Loans”) which was repayable in 30 days either by cash or shares. If the Company chooses to repay the Loans by way of shares, the share cost will be calculated by using the Loan amount divided by the closing price of the Company’s
common at the time of the debt conversion. If the Company chooses to pay the Loan amount in cash, the Company will return the amount in full by September 30, 2020 plus interest accrued at a 12% per annum interest rate. The loans were
fully paid by way of shares issued in August 2020 as part of a shares for debt settlement (see note 18).
|
|
Three months ended
|
Six months ended
|
||||||||||||||
|
30-Jun-20
|
30-Jun-19
|
30-Jun-20
|
30-Jun-19
|
||||||||||||
Research and development
|
$
|
18,950
|
$
|
17,498
|
$
|
37,550
|
$
|
64,686
|
||||||||
General and administration
|
-
|
-
|
-
|
-
|
||||||||||||
|
$
|
18,950
|
$
|
17,498
|
$
|
37,550
|
$
|
64,686
|
12. |
Related Party Transactions – continued
|
|
Three months ended
|
Six months ended
|
||||||||||||||
|
30-Jun-20
|
30-Jun-19
|
30-Jun-20
|
30-Jun-19
|
||||||||||||
General and administrative - salaries
|
$
|
84,000
|
$
|
60,000
|
$
|
168,000
|
$
|
120,000
|
||||||||
Directors' fees
|
16,750
|
21,000
|
31,250
|
42,000
|
||||||||||||
Stock-based compensation
|
1,082
|
7,730
|
3,396
|
18,459
|
||||||||||||
|
$
|
101,832
|
$
|
88,730
|
$
|
202,646
|
$
|
180,459
|
•
|
Currency risk;
|
•
|
Credit risk;
|
•
|
Liquidity risk; and
|
•
|
Interest rate risk.
|
Years of Expiry
|
Financial Instruments
|
Amounts
|
|||
Within 1 year
|
Accounts payable and accrued liabilities
|
$
|
1,263,200
|
||
Within 2 to 5 years
|
Preference shares
|
503,530
|
|||
Total
|
|
$
|
1,766,730
|
15. |
Capital Management
|
17. |
Segmental Reporting
|
18. |
Events after the Reporting Date
|
•
|
belief that chronic tendon injuries resulting from sports-related or occupational overuse is a significant unmet medical need;
|
•
|
belief that RCT-01 has advantages over current treatments such as the use of non-steroidal anti- inflammatory medication or corticosteroids which are limited in
efficacy;
|
•
|
belief that the data from a recent phase 1/2 clinical trial to test the safety and efficacy of injections of RCT-01 on patients suffering from chronic achilles
tendinosis in Canada are sufficient to support regulatory approvals to proceed to a phase 2 trial and the design of such a dose-finding trial;
|
•
|
belief that the data from a recent phase 1 clinical trial to test the safety and certain biological outcomes of injections of RCS-01 in patients with aging and
sun-damaged skin supports regulatory approvals to proceed to a phase 2 trial and the design of such a dose-finding trial;
|
•
|
research pertaining to and plan to continue to prepare for a phase 2 dose-finding trail for RCH-01 and details of such a trial;
|
•
|
belief that the RCI-02 dermal injector device will have applications in certain dermatological procedures and preparation for its commercialization including building of
commercial/clinical-grade prototypes, validation testing of such prototypes, filing of the regulatory submissions seeking a CE mark to market the device will lead to commercial launch, revenue generation, and commercial partners;
expectations regarding regulatory clearances to conduct trials and market products;
|
•
|
belief as to the potential of the Company’s products;
|
•
|
expectations regarding the performance of its commercial partners, YOFOTO and Shiseido;
|
•
|
expectations regarding the payment of milestone payments by YOFOTO;
|
•
|
expectations regarding the ability of the Company to procure new partnerships in Japan to fund clinical development/testing of RCS-01 and RCT-01 products in Japan;
|
•
|
expectations regarding the performance of critical suppliers and service providers;
|
•
|
forecasts of expenditures;
|
•
|
expectations regarding our ability to raise capital;
|
•
|
business outlook;
|
•
|
plans and objectives of management for future operations; and
|
•
|
anticipated financial performance.
|
•
|
no unforeseen changes in the legislative and operating framework for the business of the Company;
|
•
|
a stable competitive environment; and
|
•
|
no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity.
|
•
|
negative results from the Company’s clinical trials;
|
•
|
the effects of government regulation on the Company’s business;
|
•
|
the viability and marketability of the Company’s technologies;
|
•
|
the development of superior technology by the Company’s competitors;
|
•
|
the failure of consumers and the medical community to accept the Company’s technology as safe and effective;
|
•
|
risks associated with the performance of commercial partners and critical suppliers and service providers;
|
•
|
risks associated with the Company’s ability to obtain and protect rights to its intellectual property;
|
•
|
risks and uncertainties associated with the Company’s ability to raise additional capital;
|
•
|
risks and uncertainties associated with shutdowns or delays caused by the COVID-19 pandemic; and
|
•
|
other factors beyond the Company’s control.
|
Three months ended June 30
|
Change from 2019 to 2020
|
|||||||||||||||
Increase/
|
Percentage
|
|||||||||||||||
2020
|
2019
|
(Decrease)
|
Change
|
|||||||||||||
Revenue
|
63,153
|
63,153
|
-
|
0
|
%
|
|||||||||||
Expenses
|
||||||||||||||||
Research and development
|
150,304
|
722,883
|
(572,579
|
)
|
(79
|
%)
|
||||||||||
General and administrative
|
188,296
|
273,748
|
(85,452
|
)
|
(31
|
%)
|
||||||||||
Other items
|
54,033
|
5,687
|
48,346
|
850
|
%
|
|||||||||||
Total loss
|
(329,480
|
)
|
(939,165
|
)
|
(609,685
|
)
|
(65
|
%)
|
Six months ended June 30
|
Change from 2019 to 2020
|
|||||||||||||||
Increase/
|
Percentage
|
|||||||||||||||
2020
|
2019
|
(Decrease)
|
Change
|
|||||||||||||
Revenue
|
126,305
|
126,305
|
-
|
0
|
%
|
|||||||||||
Expenses
|
||||||||||||||||
Research and development
|
301,802
|
1,466,300
|
(1,164,498
|
)
|
(79
|
%)
|
||||||||||
General and administrative
|
433,857
|
518,685
|
(84,828
|
)
|
(16
|
%)
|
||||||||||
Other items
|
80,783
|
(92,475
|
)
|
173,258
|
(187
|
%)
|
||||||||||
Total loss
|
(690,137
|
)
|
(1,766,205
|
)
|
(1,076,068
|
)
|
(61
|
%)
|
June 30,
2020 $ |
Mar 31,
2020 $ |
Dec 31,
2019 $ |
Sept 30,
2019 $ |
June 30,
2019 $ |
Mar 31,
2019 $ |
Dec 31,
2018 $ |
Sept 30,
2018 $ |
|
Revenues
|
63,153
|
63,152
|
63,152
|
63,152
|
63,153
|
63,152
|
121,114
|
Nil
|
Net loss
|
(329,480)
|
(360,657)
|
(601,071)
|
(576,033)
|
(939,165)
|
(827,040)
|
(912,190)
|
(765,080)
|
Basic and diluted loss per share
|
(0.01)
|
(0.01)
|
(0.02)
|
(0.02)
|
(0.03)
|
(0.03)
|
(0.03)
|
(0.04)
|
|
30-June-20
|
30-June-19
|
||||||
Companies controlled by directors of the Company (a)
|
$
|
81,925
|
$
|
7,512
|
||||
Directors or officers of the Company
|
97,475
|
82,010
|
||||||
Loan from director (b)
|
115,500
|
-
|
||||||
|
$
|
294,900
|
$
|
89,522
|
(a)
|
These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
|
(b)
|
From January 27 to June 4 of 2020, the Company approved a series of loans from a director of the Company in the sum of $83,300 USD ($115,500 CAD) (“the Loans”) which was repayable in 30 days either by cash or
shares. If the Company chooses to repay the Loans by way of shares, the share cost will be calculated by using the Loan amount divided by the closing price of the Company’s common at the time of the debt conversion. If the Company chooses
to pay the Loan amount in cash, the Company will return the amount in full by September 30, 2020 plus interest accrued at a 12% per annum interest rate. The loans were fully paid by way of shares issued in August 2020 as part of a shares
for debt settlement (see note 18 to the Condensed Consolidated Interim Financial Statements for the six-months period ended June 30, 2020).
|
|
Three months ended
|
Six months ended
|
||||||||||||||
|
30-Jun-20
|
30-Jun-19
|
30-Jun-20
|
30-Jun-19
|
||||||||||||
Research and development
|
$
|
18,950
|
$
|
17,498
|
$
|
37,550
|
$
|
64,686
|
||||||||
General and administration
|
-
|
-
|
-
|
-
|
||||||||||||
|
$
|
18,950
|
$
|
17,498
|
$
|
37,550
|
$
|
64,686
|
|
Three months ended
|
Six months ended
|
||||||||||||||
|
30-Jun-20
|
30-Jun-19
|
30-Jun-20
|
30-Jun-19
|
||||||||||||
General and administrative - salaries
|
$
|
84,000
|
$
|
60,000
|
$
|
168,000
|
$
|
120,000
|
||||||||
Directors' fees
|
16,750
|
21,000
|
31,250
|
42,000
|
||||||||||||
Stock-based compensation
|
1,082
|
7,730
|
3,396
|
18,459
|
||||||||||||
|
$
|
101,832
|
$
|
88,730
|
$
|
202,646
|
$
|
180,459
|
1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of RepliCel Life Sciences Inc., (the “issuer”) for the interim
period ended June 30, 2020.
|
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a
material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
|
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim
filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings
or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with the issuer’s GAAP.
|
1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of RepliCel Life Sciences Inc., (the “issuer”) for the interim
period ended June 30, 2020.
|
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a
material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
|
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim
filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings
or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with the issuer’s GAAP.
|