99.1 |
99.2 |
99.3 |
99.4 |
99.5 |
99.6 |
As at
|
Notes
|
September 30, 2022
|
December 31, 2021
|
|||||||||
Assets
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
$
|
78,060
|
$
|
221,188
|
||||||||
Guaranteed investment certificate
|
17,250
|
17,250
|
||||||||||
Sales taxes recoverable
|
43,578
|
25,867
|
||||||||||
Prepaid expenses and deposits
|
110,754
|
93,363
|
||||||||||
Contract asset
|
6
|
35,374
|
35,374
|
|||||||||
285,016
|
393,042
|
|||||||||||
Non-current assets
|
||||||||||||
Contract Asset
|
6
|
168,946
|
195,475
|
|||||||||
Equipment
|
5
|
2,648
|
3,277
|
|||||||||
Total assets
|
$
|
456,610
|
$
|
591,794
|
||||||||
Liabilities
|
||||||||||||
Current liabilities
|
||||||||||||
Accounts payable and accrued liabilities
|
12, 13
|
$
|
802,438
|
$
|
708,563
|
|||||||
Contract liability
|
6
|
353,735
|
353,735
|
|||||||||
Preference shares
|
8
|
692,525
|
611,386
|
|||||||||
1,848,698
|
1,673,684
|
|||||||||||
Non-current liabilities
|
||||||||||||
CEBA loan payable
|
9
|
39,153
|
34,255
|
|||||||||
Deferred government grant income
|
5,636
|
8,454
|
||||||||||
Put liability
|
6
|
1,312,868
|
1,113,853
|
|||||||||
Contract liability
|
6
|
1,689,444
|
1,954,746
|
|||||||||
Royalty payable
|
7
|
4,340,392
|
2,649,181
|
|||||||||
Total liabilities
|
9,236,191
|
7,434,173
|
||||||||||
Shareholders’ deficiency
|
||||||||||||
Common shares
|
10
|
31,050,811
|
30,291,486
|
|||||||||
Share subscriptions
|
10
|
266,360
|
-
|
|||||||||
Contributed surplus
|
10
|
5,148,956
|
5,097,777
|
|||||||||
Accumulated deficit
|
(45,245,708
|
)
|
(42,231,642
|
)
|
||||||||
Total shareholders’ deficiency
|
(8,779,581
|
)
|
(6,842,379
|
)
|
||||||||
Total liabilities and shareholders’ deficiency
|
$
|
456,610
|
$
|
591,794
|
/s/ “David Hall”
|
/s/ “Lee Buckler”
|
|||
Director
|
Director
|
|
For the three months ended
|
For the nine months ended
|
||||||||||||||
Sept 30,
|
Sept 30,
|
Sept 30,
|
Sept 30,
|
|||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
$
|
$
|
$
|
$
|
|||||||||||||
Revenue
|
||||||||||||||||
Licensing fees (Note 6)
|
88,434
|
88,434
|
265,302
|
265,302
|
||||||||||||
Expenses
|
||||||||||||||||
Research and development (Note 12)
|
176,079
|
259,061
|
404,576
|
917,782
|
||||||||||||
General and administrative (Note 12)
|
96,493
|
375,198
|
872,688
|
1,178,809
|
||||||||||||
Loss before other items
|
(184,138
|
)
|
(545,825
|
)
|
(1,011,962
|
)
|
(1,831,289
|
)
|
||||||||
Other items:
|
||||||||||||||||
Accretion on CEBA loan
|
(3,267
|
)
|
-
|
(4,898
|
)
|
-
|
||||||||||
Accretion on preference shares
|
(27,260
|
)
|
(27,260
|
)
|
(81,139
|
)
|
(121,508
|
)
|
||||||||
Accretion on put liability
|
(70,005
|
)
|
(56,226
|
)
|
(199,015
|
)
|
(159,843
|
)
|
||||||||
Accretion on royalty payable
|
(813,177
|
)
|
(232,790
|
)
|
(1,733,424
|
)
|
(388,850
|
)
|
||||||||
Foreign exchange gain (loss)
|
(17,851
|
)
|
(81,381
|
)
|
13,511
|
(68,121
|
)
|
|||||||||
Gain on debt settlement (Note 10 b) i))
|
-
|
-
|
-
|
31,137
|
||||||||||||
Government grant income
|
-
|
-
|
2,818
|
4,032
|
||||||||||||
Gain (loss) on re-measurement of derivative liability (Note 7)
|
-
|
107,400
|
-
|
(705,951
|
)
|
|||||||||||
Interest income
|
-
|
-
|
43
|
69
|
||||||||||||
Net and comprehensive loss
|
(1,115,698
|
)
|
(836,082
|
)
|
(3,014,066
|
)
|
(3,240,324
|
)
|
||||||||
Loss per Basic and diluted share
|
(0.03
|
)
|
(0.03
|
)
|
(0.05
|
)
|
(0.10
|
)
|
||||||||
Weighted average shares outstanding
|
35,688,231
|
32,076,391
|
35,351,758
|
33,479,325
|
|
Sept 30,
2022
|
Sept 30,
2021
|
||||||
Operating activities
|
||||||||
Net loss
|
$
|
(3,014,066
|
)
|
$
|
(3,240,324
|
)
|
||
Add items not involving cash:
|
||||||||
Accretion and accrued dividends
|
81,139
|
74,210
|
||||||
Accretion on CEBA loan
|
4,898
|
-
|
||||||
Accretion on royalty payable
|
1,691,211
|
388,850
|
||||||
Amortization of contract asset
|
26,529
|
26,529
|
||||||
Accretion of put liability (Note 6)
|
199,015
|
159,843
|
||||||
Gain on debt settlement
|
(31,137
|
)
|
||||||
Government grant income
|
(2,818
|
)
|
-
|
|||||
Loss on re-measurement of derivative liability
|
-
|
705,951
|
||||||
Revenue from contract liability (Note 6)
|
(265,302
|
)
|
(265,302
|
)
|
||||
Depreciation (Note 5)
|
629
|
861
|
||||||
Stock-based compensation (Note 10 (e))
|
51,179
|
351,757
|
||||||
Changes in non-cash working capital balances:
|
||||||||
Sales taxes recoverable
|
(17,711
|
)
|
6,936
|
|||||
Prepaid expenses and deposits
|
(17,391
|
)
|
(1,177
|
)
|
||||
Accounts payable and accrued liabilities
|
93,875
|
(167,305
|
)
|
|||||
Net cash used in operating activities
|
(1,168,813
|
)
|
(1,990,308
|
)
|
||||
Financing activities
|
||||||||
Increase in CEBA loan
|
-
|
1,201
|
||||||
Increase in royalty payable
|
1,633,069
|
|||||||
Gross proceeds on issuance of shares for settlement of debt
|
311,364
|
|||||||
Gross proceeds on issuance of common shares (Note 10 b))
|
759,325
|
1,017,201
|
||||||
Increase in share subscriptions
|
266,360
|
240,995
|
||||||
Decrease in derivative liability
|
(624,549
|
)
|
||||||
Net cash provided by financing activities
|
1,025,685
|
2,267,916
|
||||||
Increase (Decrease) in cash and cash equivalents during the period
|
(143,128
|
)
|
227,608
|
|||||
Cash and cash equivalents, beginning of the period
|
221,188
|
34,636
|
||||||
Cash and cash equivalents, end of the period
|
$
|
78,060
|
$
|
311,971
|
Common Stock
|
Contributed
|
Accumulated
|
||||||||||||||||||||||
|
Shares
|
Amount
|
Share
subscription
|
Surplus
|
Deficit
|
Total
|
||||||||||||||||||
Balance, January 1, 2021
|
34,959,207
|
$
|
30,291,486
|
$
|
-
|
$
|
5,097,777
|
$
|
(42,231,642
|
)
|
$
|
(6,842,379
|
)
|
|||||||||||
Stock-based compensation (Note 10 (e))
|
-
|
-
|
-
|
51,179
|
-
|
51,179
|
||||||||||||||||||
Common shares issued private placement
|
4,218,470
|
759,325
|
-
|
-
|
-
|
759,325
|
||||||||||||||||||
Share subscriptions
|
-
|
-
|
266,360
|
-
|
-
|
266,360
|
||||||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
(3,014,066
|
)
|
(3,014,066
|
)
|
|||||||||||||||||
Balance, September 30, 2022
|
39,177,677
|
$
|
31,050,811
|
$
|
266,360
|
$
|
5,148,956
|
$
|
(45,245,708
|
)
|
$
|
(8,779,581
|
)
|
Common Stock
|
Contributed
|
Share
|
Accumulated
|
|||||||||||||||||||||
|
Shares
|
Amount
|
Surplus
|
Subscriptions
|
Deficit
|
Total
|
||||||||||||||||||
Balance, January 1, 2021
|
29,951,419
|
$
|
28,471,140
|
$
|
4,626,021
|
$
|
-
|
$
|
(38,158,327
|
)
|
$
|
(5,061,166
|
)
|
|||||||||||
Common shares issued – Mainpointe (Note 7)
|
2,506,802
|
1,015,401
|
-
|
-
|
-
|
1,015,401
|
||||||||||||||||||
Common shares issued – warrant exercised (Note 11 b) v))
|
5,000
|
1,800
|
-
|
-
|
-
|
1,800
|
||||||||||||||||||
Common shares issued – shares for debt (Note 11 b) ii)
|
889,612
|
311,364
|
-
|
-
|
-
|
311,364
|
||||||||||||||||||
Common shares issued – dividends on preference shares (Note 11 b) iii))
|
126,492
|
47,737
|
-
|
-
|
-
|
47,737
|
||||||||||||||||||
Share subscriptions (Note 11 b) i))
|
-
|
-
|
-
|
240,995
|
-
|
240,995
|
||||||||||||||||||
Stock-based compensation (Note 11 e))
|
-
|
-
|
351,757
|
-
|
-
|
255,831
|
||||||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
-
|
(3,240,324
|
)
|
(2,404,242
|
)
|
||||||||||||||||
Balance, September 30, 2021
|
33,479,325
|
$
|
29,847,442
|
$
|
4,977,778
|
$
|
240,995
|
$
|
(41,398,651
|
)
|
$
|
(6,332,436
|
)
|
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
|
3. |
Critical Accounting Estimates and Judgements - continued
|
4. |
Accounting Standards, Amendments and Interpretations
|
5. |
Equipment
|
Furniture and Equipment
|
Computer Equipment
|
Total
|
||||||||||
Cost:
At December 31, 2021
|
$
|
14,249
|
$
|
41,751
|
$
|
56,000
|
||||||
Additions
|
-
|
-
|
-
|
|||||||||
Disposals
|
-
|
-
|
-
|
|||||||||
At September 30, 2022
|
14,249
|
41,751
|
56,000
|
|||||||||
Depreciation:
At December 31, 2021
|
12,808
|
39,915
|
52,723
|
|||||||||
Depreciation
|
216
|
413
|
629
|
|||||||||
At September 30, 2022
|
13,024
|
40,328
|
53,352
|
|||||||||
Net book value at September 30, 2022
|
$
|
1,225
|
$
|
1,423
|
$
|
2,648
|
Furniture and Equipment
|
Computer Equipment
|
Total
|
||||||||||
Cost:
At December 31, 2020
|
$
|
14,249
|
$
|
41,751
|
$
|
56,000
|
||||||
Additions
|
-
|
-
|
-
|
|||||||||
Disposals
|
-
|
-
|
-
|
|||||||||
At September 30, 2021
|
14,249
|
41,751
|
56,000
|
|||||||||
Depreciation:
At December 31, 2020
|
12,447
|
39,128
|
51,575
|
|||||||||
Depreciation
|
270
|
591
|
861
|
|||||||||
At September 30, 2021
|
12,717
|
39,719
|
52,436
|
|||||||||
Net book value at September 30, 2021
|
$
|
1,532
|
$
|
2,032
|
$
|
3,564
|
6. |
Licensing and Collaboration Agreement – YOFOTO (China) Health Industry Co. Ltd.
|
•
|
the common shares that were not subject to the put - $715,280 ($794,755 less costs of $79,476);
|
•
|
the 1,071,580 warrants issued - $161,684 ($179,649 less costs of $17,965); and
|
•
|
the put liability - $520,426 ($578,251 less costs of $57,825).
|
|
6. |
Licensing and Collaboration Agreement – YOFOTO (China) Health Industry Co. Ltd. - continued
|
7. |
Investment and U.S. Partnership – Mainpointe Pharmaceuticals, LLC
|
•
|
$500,000 within five (5) days of receipt of conditional approval from the TSX Venture Exchange ($492,092 on February 8, 2021),
|
•
|
$1,200,000 by February 15, 2021 (received $490,000 on March 23, 2021 and $717,871 on April 23, 2021),
|
•
|
$700,000 by April 21, 2021 (received $500,528 on August 30, 2021, $199,472 received on November 29, 2021), and
|
•
|
$300,000 by August 21, 2021 ($298,921 received on November 29, 2021).
|
7.
|
Investment and U.S. Partnership – Mainpointe Pharmaceuticals, LLC - continued
|
Tranche receipt date
|
Tranche amount
$
|
Share capital or share subscription
$
|
Royalty payable
$
|
Loss on remeasurement of derivative liability
$
|
Derivative liability
$
|
|||||||||||||||
February 8, 2021
|
492,092
|
364,512
|
346,287
|
(218,707
|
)
|
-
|
||||||||||||||
March 23, 2021
|
490,000
|
272,222
|
344,815
|
(127,037
|
)
|
445,384
|
||||||||||||||
April 23, 2021
|
717,871
|
378,667
|
507,376
|
(168,172
|
)
|
(163,892
|
)
|
|||||||||||||
August 30, 2021
|
500,528
|
240,995
|
352,224
|
(92,691
|
)
|
(225,991
|
)
|
|||||||||||||
November 30, 2021
|
498,393
|
203,049
|
350,845
|
(55,501
|
)
|
(55,501
|
)
|
|||||||||||||
Total*
|
2,698,884
|
1,459,445
|
1,901,547
|
(662,108
|
)
|
-
|
Issue Date
|
Number of common shares
|
|||
February 8, 2021
|
729,024
|
|||
April 23, 2021
|
1,777,778
|
|||
December 17, 2021
|
1,479,882
|
|||
|
3,986,684
|
a)
|
5% of the amounts earned by and paid to the Company from the sale of any of its “NBDS Products” defined as its RCS-01 (NBDS Fibroblast Therapy –
Treatment for Aging Skin), RCT-01 (NBDS Fibroblast Therapy – Treatment for Chronic Tendinosis) and any other product which is comprised of the non-bulbar dermal sheath cells patented by the Company, and
|
b)
|
20% of the amounts earned by and paid to the Company from the sale of any of its "DSC Products" defined as its RCH-01 (DSC
Therapy for Treatment Androgenic Alopecia) and any other product which is comprised of the dermal sheath cup cells patented by the Company.
|
7. |
Investment and U.S. Partnership – Mainpointe Pharmaceuticals, LLC - continued
|
a)
|
four (4) years, or
|
b)
|
when MainPointe has earned USD $2,000,000 in gross income from the sale of the products in the RepliCel Injector Product Line.
|
Payback Period (years)
|
Royalty payable estimate at December 31, 2021
($)
|
Accretion expense for December 31, 2021
($)
|
Effective interest rate
|
|||||||||||
2.34 (current estimate)
|
2,649,181
|
732,069
|
57
|
%
|
||||||||||
5.00
|
2,394,851
|
480,274
|
40
|
%
|
||||||||||
7.50
|
2,273,368
|
360,048
|
31
|
%
|
||||||||||
10.00
|
2,203,707
|
291,122
|
25
|
%
|
7. |
Investment and U.S. Partnership – Mainpointe Pharmaceuticals, LLC - continued
|
8. |
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 of $0.33;
|
•
|
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.
|
8. |
Preference shares - continued
|
|
September 30, 2022
|
December 31, 2021
|
||||||
Opening preference share liability
|
$
|
611,386
|
$
|
517,773
|
||||
Dividends accrued
|
22,872
|
30,495
|
||||||
Accretion
|
58,267
|
110,855
|
||||||
Settlement of dividends through issuance of common shares (Note 13)
|
-
|
(47,737
|
)
|
|||||
Exercisable, September 30, 2022 & December 31, 2021
|
$
|
692,526
|
$
|
611,386
|
9. |
Government grant
|
10. |
Share Capital
|
a)
|
Authorized:
|
b)
|
Issued and Outstanding:
|
i)
|
On August 30, 2020, the Company has received $500,828 from Mainpointe towards the Investment and U.S. Partnership (see Note 7). The common shares
to be issued is 741,522 which had a value of $240,995 on this date.
|
10. |
Share Capital
|
b)
|
Issued and Outstanding:
|
iii) |
On May 17, 2021, Replicel issued 126,492 common shares in settlement of $47,737 on accrued dividends on issued preference shares (Note 8).
|
vi) |
On January 22, 2021, RepliCel signed three strategic agreements with MainPointe consisting of a Share Purchase Agreement, a Distribution Agreement, and a Royalty
Agreement. The strategic investment of $2,700,000 under the Share Purchase Agreement from MainPointe will be spread over an 8-month period
|
c) |
Stock Option Plans:
|
10. |
Share Capital – continued
|
Number of Options
|
Weighted Average Exercise Price
|
|||||||
Outstanding, December 31, 2021
|
2,825,000
|
$
|
0.41
|
|||||
Granted
|
-
|
$
|
-
|
|||||
Expired
|
(50,000
|
)
|
$
|
-
|
||||
Outstanding, September 30, 2022
|
2,775,000
|
$
|
0.41
|
|||||
Exercisable, September 30, 2022
|
2,750,000
|
$
|
0.40
|
Number of Options
|
Weighted Average Exercise Price
|
|||||||
Outstanding, December 31, 2020
|
1,730,000
|
$
|
0.51
|
|||||
Granted
|
1,715,000
|
$
|
0.40
|
|||||
Expired
|
(5,000
|
)
|
$
|
0.85
|
||||
Outstanding and Exercisable, September 30, 2021
|
3,440,000
|
$
|
0.45
|
Issue Date
|
Warrants Outstanding
|
|
Weighted Average
|
|
Expiry Date
|
Exercise Price
|
|||||
15-Jul-20
|
1,819,555
|
$
|
0.36
|
|
15-Jul-23
|
Outstanding, December 31, 2021
|
1,819,555
|
0.36
|
|||
04-May-22
|
2,109,324
|
|
0.40
|
|
04-May-25
|
Outstanding, September 30, 2022
|
3,928,789
|
$
|
0.38
|
|
|
30-September-2022
|
30-September-2021
|
||||||
Companies controlled by directors of the Company (a)
|
$
|
55,125
|
$
|
38,875
|
||||
Directors or officers of the Company
|
136,333
|
57,333
|
||||||
|
$
|
191,458
|
$
|
96,208
|
2)
|
These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
|
|
Three months ended
|
Nine months ended
|
||||||||||||||
|
30-Sept-22
|
30-Sept-21
|
30-Sept-22
|
30-Sept-21
|
||||||||||||
Research and development
|
$
|
15,000
|
$
|
16,282
|
$
|
22,250
|
$
|
40,904
|
||||||||
General and administration
|
-
|
-
|
-
|
-
|
||||||||||||
|
$
|
15,000
|
$
|
16,282
|
$
|
22,500
|
$
|
40,904
|
|
Three months ended
|
Nine months ended
|
||||||||||||||
|
30-Sept-22
|
30-Sept-21
|
30-Sept-22
|
30-Sept-21
|
||||||||||||
General and administrative - salaries
|
$
|
86,250
|
$
|
84,000
|
$
|
258,500
|
$
|
252,000
|
||||||||
Directors' fees
|
17,750
|
21,750
|
61,250
|
57,333
|
||||||||||||
Stock-based compensation
|
24,517
|
96,148
|
46,484
|
327,407
|
||||||||||||
|
$
|
128,517
|
$
|
201,898
|
$
|
366,234
|
$
|
636,740
|
13. |
Financial Instruments and Risk Management
|
•
|
Currency risk;
|
•
|
Credit risk;
|
•
|
Liquidity risk; and
|
•
|
Interest rate risk.
|
13. |
Financial Instruments and Risk Management - continued
|
Years of Expiry
|
Financial Instruments
|
Amounts
|
|||
Within 1 year
|
Accounts payable and accrued liabilities
|
$
|
802,438
|
||
Within 2 to 5 years
|
CEBA loan payable
|
$
|
39,153
|
||
Within 2 to 5 years
|
Preference shares
|
$
|
958,430
|
||
Greater than 5 years
|
Put liability
|
$
|
3,393,337
|
||
Greater than 5 years
|
Royalty payable
|
$
|
20,284,800
|
||
Total
|
|
$
|
25,478,158
|
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 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 the 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;
|
•
|
belief that regulatory agencies including those in the United States, China, Europe, Canada, and Japan
will approve applications to market the DermaPrecise product line without major objection or delay;
|
•
|
research pertaining to and plans to continue to prepare for a phase 2 dose-finding trail for RCH-01 and
details of such a trial;
|
•
|
belief that the DermaPrecise trademark filings will be generally accepted in most jurisdictions where
they are submitted;
|
•
|
belief that the DermaPrecise 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 regulatory approval 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 that it will be able to meet the requirements to conduct clinical research studies of RCT-01 and
RCS-01 in Japan under the guidelines of Japan’s Act for the Safety of Regenerative Medicine (ASRM) regulations using its current contract manufacturing facility, Innovacell in Innsbruck, Austria, and that positive safety and clinical data
from such studies could be sufficient to support the Company’s commercial launch of both products in Japan;
|
•
|
belief that the regulatory agencies in China will approve applications to proceed with clinical studies
of RCT-01 and RCS-01 in China without significant objection or delay;
|
•
|
expectations that the Company will maintain patent protection over its technologies to maximize
financial value of its product prior to and through commercialization;
|
•
|
belief as to the potential of the Company’s products;
|
•
|
expectations regarding the performance of its commercial partners, YOFOTO, Shiseido, and MainPointe;
|
•
|
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;
|
•
|
belief that the outcome of the arbitration with Shiseido will benefit the Company through a favourable
Tribunal award or settlement; 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 studies and/or 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, critical suppliers and service providers;
|
•
|
risks associated with disagreements or disputes with the Company’s commercial partners, critical
suppliers, and service providers;
|
•
|
risks associated with the Company’s ability to obtain and protect rights to its intellectual property;
|
•
|
risks associated with the loss or expiry of patent protections over the Company’s technologies prior to
the commercialization of the products related to those technologies and patents;
|
•
|
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.
|
•
|
$500,000 within five (5) days of receipt of conditional approval from the TSX Venture Exchange ($492,092 on February 8,
2021),
|
•
|
$1,200,000 by February 15, 2021 (received $490,000 on March 23, 2021 and $717,871 on April 23, 2021),
|
•
|
$700,000 by April 21, 2021 (received $500,528 on August 30, 2021, $199,472 received on November 29, 2021), and
|
•
|
$300,000 by August 21, 2021 ($298,921 received on November 29, 2021).
|
Tranche receipt date
|
Tranche amount
$
|
Share capital or share subscription
$
|
Royalty payable
$
|
Loss on remeasurement of derivative liability
$
|
Derivative liability
$
|
|||||||||||||||
February 8, 2021
|
492,092
|
364,512
|
346,287
|
(218,707
|
)
|
-
|
||||||||||||||
March 23, 2021
|
490,000
|
272,222
|
344,815
|
(127,037
|
)
|
445,384
|
||||||||||||||
April 23, 2021
|
717,871
|
378,667
|
507,376
|
(168,172
|
)
|
(163,892
|
)
|
|||||||||||||
August 30, 2021
|
500,528
|
240,995
|
352,224
|
(92,691
|
)
|
(225,991
|
)
|
|||||||||||||
November 30, 2021
|
498,393
|
203,049
|
350,845
|
(55,501
|
)
|
(55,501
|
)
|
|||||||||||||
Total*
|
2,698,884
|
1,459,445
|
1,901,547
|
(662,108
|
)
|
-
|
Issue Date
|
Number of common shares
|
February 8, 2021
|
729,024
|
April 23, 2021
|
1,777,778
|
December 17, 2021
|
1,479,882
|
|
3,986,684
|
a)
|
5% of the amounts earned by and paid to the Company from the sale of any of its “NBDS Products” defined as its RCS-01 (NBDS
Fibroblast Therapy – Treatment for Aging Skin), RCT-01 (NBDS Fibroblast Therapy – Treatment for Chronic Tendinosis) and any other product which is comprised of the non-bulbar dermal sheath cells patented by the Company, and
|
b)
|
20% of the amounts earned by and paid to the Company from the sale of any of its "DSC Products" defined as its RCH-01 (DSC
Therapy for Treatment Androgenic Alopecia) and any other product which is comprised of the dermal sheath cup cells patented by the Company.
|
b)
|
when MainPointe has earned USD $2,000,000 in gross income from the sale of the products in the RepliCel Injector Product
Line.
|
Payback Period (years)
|
Royalty payable estimate at December 31, 2021
($)
|
Accretion expense for December 31, 2021
($)
|
Effective interest rate
|
2.34 (current estimate)
|
2,649,181
|
732,069
|
57%
|
5.00
|
2,394,851
|
480,274
|
40%
|
7.50
|
2,273,368
|
360,048
|
31%
|
10.00
|
2,203,707
|
291,122
|
25%
|
Three months ended Sept 30
|
Change from 2021 to 2022
|
|||||||||||||||
Increase/
|
Percentage
|
|||||||||||||||
2022
|
2021
|
(Decrease)
|
Change
|
|||||||||||||
Revenue
|
$
|
88,434
|
$
|
88,434
|
$
|
-
|
0
|
%
|
||||||||
Expenses
|
||||||||||||||||
Research and development
|
176,079
|
259,061
|
(82,982
|
)
|
-32
|
%
|
||||||||||
General and administrative
|
96,493
|
375,198
|
(278,705
|
)
|
-74
|
%
|
||||||||||
Other items
|
931,560
|
290,257
|
641,303
|
221
|
%
|
|||||||||||
Total loss
|
$
|
1,115,698
|
$
|
836,082
|
$
|
279,616
|
33
|
%
|
Nine months ended September 30
|
Change from 2022 to 2021
|
|||||||||||||||
Increase/
|
Percentage
|
|||||||||||||||
2022
|
2021
|
(Decrease)
|
Change
|
|||||||||||||
Revenue
|
$
|
265,302
|
$
|
265,302
|
$
|
-
|
0
|
%
|
||||||||
Expenses
|
||||||||||||||||
Research and development
|
$
|
404,576
|
$
|
917,782
|
$
|
(513,206
|
)
|
-56
|
%
|
|||||||
General and administrative
|
$
|
872,688
|
$
|
1,178,809
|
$
|
(306,121
|
)
|
-26
|
%
|
|||||||
Other items
|
$
|
2,002,104
|
$
|
1,409,035
|
$
|
593,069
|
42
|
%
|
||||||||
Total loss
|
$
|
3,014,066
|
$
|
3,240,324
|
$
|
(226,258
|
)
|
-7
|
%
|
Sept 30,
2022 $ |
June 30,
2022 $ |
Mar 31,
2022 $ |
Dec 31,
2021 $ |
Sept 30,
2021 $ |
June 30,
2021 $ |
Mar 31,
2021 $ |
Dec 31,
2020 $ |
|||||||||||||||||||||||||
Revenues
|
88,434
|
88,434
|
88,434
|
88,434
|
88,434
|
88,434
|
88,434
|
88,433
|
||||||||||||||||||||||||
Net loss
|
(1,115,698
|
)
|
(1,111,037
|
)
|
(787,331
|
)
|
(832,991
|
)
|
(836,082
|
)
|
(1,048,897
|
)
|
(1,355,345
|
)
|
(254,437
|
)
|
||||||||||||||||
Basic and diluted loss per share
|
(0.03
|
)
|
(0.03
|
)
|
(0.02
|
)
|
(0.02
|
)
|
(0.03
|
)
|
(0.03
|
)
|
(0.04
|
)
|
(0.02
|
)
|
|
30-September-2022
|
30-September-2021
|
||||||
Companies controlled by directors of the Company (a)
|
$
|
55,125
|
$
|
38,875
|
||||
Directors or officers of the Company
|
136,333
|
57,333
|
||||||
|
$
|
191,458
|
$
|
96,208
|
2)
|
These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
|
|
Three months ended
|
Nine months ended
|
||||||||||||||
|
30-Sept-22
|
30-Sept-21
|
30-Sept-22
|
30-Sept-21
|
||||||||||||
Research and development
|
$
|
15,000
|
$
|
16,282
|
$
|
22,250
|
$
|
40,904
|
||||||||
General and administration
|
-
|
-
|
-
|
-
|
||||||||||||
|
$
|
15,000
|
$
|
16,282
|
$
|
22,500
|
$
|
40,904
|
|
Three months ended
|
Nine months ended
|
||||||||||||||
|
30-Sept-22
|
30-Sept-21
|
30-Sept-22
|
30-Sept-21
|
||||||||||||
General and administrative - salaries
|
$
|
86,250
|
$
|
84,000
|
$
|
258,500
|
$
|
252,000
|
||||||||
Directors' fees
|
17,750
|
21,750
|
61,250
|
57,333
|
||||||||||||
Stock-based compensation
|
24,517
|
96,148
|
46,484
|
327,407
|
||||||||||||
|
$
|
128,517
|
$
|
201,898
|
$
|
366,234
|
$
|
636,740
|
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 September 30, 2022.
|
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 September 30, 2022.
|
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.
|
•
|
RepliCel's three cell therapy products have now been tested in over 100 patients in four countries on three continents.
|
•
|
RepliCel now has key strategic regional partners each of which are now investing heavily in the further clinical testing and development of
RepliCel's products for their markets. Data from each of the clinical programs will strengthen the product development initiatives for RepliCel and its other partners worldwide.
|
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