0001085037-23-000043.txt : 20230321 0001085037-23-000043.hdr.sgml : 20230321 20230321165653 ACCESSION NUMBER: 0001085037-23-000043 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20230321 FILED AS OF DATE: 20230321 DATE AS OF CHANGE: 20230321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPLICEL LIFE SCIENCES INC. CENTRAL INDEX KEY: 0001205059 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50112 FILM NUMBER: 23750291 BUSINESS ADDRESS: STREET 1: SUITE 900 - 570 GRANVILLE STREET CITY: VANCOUVER BC STATE: A1 ZIP: V6C 3P1 BUSINESS PHONE: 604-248-8693 MAIL ADDRESS: STREET 1: SUITE 900 - 570 GRANVILLE STREET CITY: VANCOUVER BC STATE: A1 ZIP: V6C 3P1 FORMER COMPANY: FORMER CONFORMED NAME: NEWCASTLE RESOURCES LTD. DATE OF NAME CHANGE: 20081128 FORMER COMPANY: FORMER CONFORMED NAME: PAN AMERICAN GOLD CORP DATE OF NAME CHANGE: 20040521 FORMER COMPANY: FORMER CONFORMED NAME: TRI LATERAL VENTURE CORP DATE OF NAME CHANGE: 20021109 6-K 1 f6k031623.htm FORM 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 2023
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.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.



SUBMITTED HEREWITH

99.1
99.2
99.3


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/ Andrew Schutte 
Andrew Schutte, President
Date:  March 16, 2023

 EX-99.3 2 ex99_3.htm EXHIBIT 99.3 - MATERIAL CHANGE REPORT

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 14, 2023
Item 3   News Release
The news release dated March 14, 2023 was disseminated through Stockwatch and Market News on March 14, 2023.
Item 4   Summary of Material Change
The Company announced that it has completed its previously announced non-brokered private placement (the “Offering”), as described in its News Release dated January 26, 2023, pursuant to which it has issued an aggregate of 10,131,000 units (each, a “Unit”) at a price of $0.10 per Unit for gross proceeds of $1,013,100.  Each Unit consists of one common share in the capital of the Company (each, a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one additional Share at a price of $0.20 per Share for a period of four years from the closing date.
The net proceeds from the sale of the Offering will be used for general working capital purposes.
The securities issued under the Offering, and the Shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring four months and one day from the date of closing.
None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Each of Andrew Schutte, a director and officer of the Company, and Jamie Mackay, a 10% shareholder of the Company, participated in the Offering and each are considered to be a “related party” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and each issuance is considered to be a “related party transaction” within the meaning of MI 61-101 but each issuance will be exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares to be issued to each related party does not exceed 25% of the Company’s market capitalization.

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 News Release which was filed on SEDAR.
Disclosure Required by MI 61-101
Pursuant to MI 61-101, the Offering constituted a “related party transaction” as a director and officer and a 10% shareholder of the Company participated in the Offering.
The following supplementary information is provided in accordance with Section 5.2 of MI 61‐101.
(a)
a description of the transaction and its material terms:
See Item 4 above for a description of the Offering.
(b)
the purpose and business reasons for the transaction:
The aggregate gross proceeds from the sale of the Offering will be used for general working capital.
(c)
the anticipated effect of the transaction on the issuer’s business and affairs:
The Company does not anticipate any material effect on the Company’s business and affairs.
(d)
a description of:
(i)
the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:
Andrew Schutte, the Chief Executive Officer, President and director of the Company, was issued 4,042,500 Units for gross proceeds of $404,250.
Jamie Mackay, a 10% shareholder of the Company, was issued 4,021,500 Units for gross proceeds of $402,150.

 (ii)
the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:
The following table sets out the effect of the Offering on the percentage of securities of the Company beneficially owned or controlled by each of Mr. Schutte and Mr. Mackay:


Name and Position
Dollar Amount of Offering
Number of Units Issued
No. of Securities Held prior to Closing of the Offering
Percentage of Issued and Outstanding Securities prior to Closing of the Offering
No. of Securities Held After Closing of the Offering
Percentage of Issued and Outstanding Securities After Closing of the Offering
Andrew Schutte
Chief Executive Officer, President and Director
$404,250
4,042,500
Undiluted:
13,359,116

Diluted:
19,040,672 (1)
Undiluted:  24.35%(2)
Diluted:
31.45%(3)
Undiluted:
17,401,616

Diluted:
25,104,422(4)
Undiluted:
26.77%(5)
Diluted:
34.53%(6)
Jamie Mackay
10% shareholder
$402,150
4,021,500
Undiluted:
6,013,037

Diluted:
8,864,037(7)
Undiluted:  10.96%(2)
Diluted:
15.36%(8)
Undiluted:
10,034,537

Diluted:
14,896,107(9)
Undiluted:
15.44%(5)
Diluted:
21.32%(10)

(1)
Comprised of: (i) 13,359,116 Shares held directly by Mr. Schutte, (ii) 303,030 Shares issued on the conversion of class A preference shares at a conversion price of $0.33 per class A preference share held directly by Mr. Schutte, (iii) 655,000 options held directly by Mr. Schutte, each of which is exercisable into one Share, of which 30,000 are exercisable at a price of $0.43 per Share until July 30, 2023, 325,000 are exercisable at a price of $0.40 per Share until June 14, 2026 and 300,000 are exercisable at a price of $0.12 per Share until January 26, 2026 and (iv) 4,723,526 Warrants, each of which is exercisable into one Share, of which 562,750 are exercisable at a price of $0.36 per Share until July 15, 2023, 1,051,151 are exercisable at a price of $0.40 per Share until May 4, 2025 and 3,109,625 are exercisable at a price of $0.20 per Share until December 30, 2025.

(2)
Based on 54,870,560 Shares outstanding prior to the completion of the Offering.

(3)
Based on 60,552,116 Shares outstanding on a partially-diluted basis prior to the completion of the Offering, comprised of: (i) 54,870,560 Shares outstanding prior to the completion of the Offering, (ii) 303,030 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Schutte, (iii) 655,000 Shares that may be issuable on exercise of options held directly by Mr. Schutte and (iv) 4,723,526 Shares that may be issuable on exercise of Warrants held directly by Mr. Schutte.

(4)
Comprised of: (i) 17,401,616 Shares held directly by Mr. Schutte, (ii) all of the convertible securities set out in footnote (1) above and (iii) 2,021,250 Warrants held directly by Mr. Schutte, each of which is exercisable into one Share at a price of $0.20 pe Share until March 14, 2027.

(5)
Based on 65,001,560 Shares outstanding following the completion of the Offering.

(6)
Based on 72,704,366 Shares outstanding on a partially-diluted basis following the completion of the Offering, comprised of: (i) 65,001,560 Shares outstanding after the completion of the Offering, (ii) 303,030 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Schutte, (iii) 655,000 Shares that may be issuable on exercise of options held directly by Mr. Schutte and (iv) 6,744,776 Shares that may be issuable on exercise of Warrants held directly by Mr. Schutte.

(7)
Comprised of: (i) 6,013,037 Shares held directly by Mr. Mackay and (ii) 2,851,000 Warrants held directly by Mr. Mackay, each of which is exercisable into one Share, of which 1,117,917 are exercisable at a price of $0.36 per Share until July 15, 2023, 1,058,083 are exercisable at a price of $0.40 per Share until May 4, 2025 and 675,000 are exercisable at a price of $0.20 per Share until December 30, 2025.

(8)
Based on 57,721,560 Shares outstanding on a partially-diluted basis prior to the completion of the Offering, comprised of: (i) 54,870,560 Shares outstanding prior to the completion of the Offering and (ii) 2,851,000 Shares that may be issuable on exercise of Warrants held directly by Mr. Mackay.

(9)
Comprised of: (i) 10,034,537 Shares held directly by Mr. Mackay, (ii) all of the convertible securities set out in footnote (7) above and (iii) 2,010,570 Warrants held directly by Mr. Mackay, each of which is exercisable into one Share at a price of $0.20 per Share until March 14, 2027.

(9)
Based on 69,863,130 Shares outstanding on a partially-diluted basis following the completion of the Offering, comprised of: (i) 65,001,560 Shares outstanding after the completion of the Offering and (ii) 4,861,750 Shares that may be issuable on exercise of Warrants held directly by Mr. Mackay.
(e)
unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:
Mr. Schutte abstained on the resolution of the board of directors approving the Offering with respect to his portion of the Offering.  A special committee was not established in connection with the approval of the Offering, and no materially contrary view or abstention was expressed or made by any director.

(f)
a summary in accordance with section 6.5 of MI 61‐101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:
Not applicable.
(g)
disclosure, in accordance with section 6.8 of MI 61‐101, of every prior valuation in respect of the issuer that related to the subject matter of or is otherwise relevant to the transaction:

(i)
that has been made in the 24 months before the date of the material change report:
Not applicable.

 (ii)
the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:
Not applicable.
(h)
the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:
The Company entered into a subscription agreement with Andrew Schutte pursuant to which Mr. Schutte acquired 4,042,500 Units for gross proceeds of $404,250.
The Company entered into a subscription agreement with Jamie Mackay pursuant to which Mr. Mackay acquired 4,021,500 Units for gross proceeds of $402,150.
(i)
disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61‐101 respectively, and the facts supporting reliance on the exemptions:
The Offering is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Shares issued to each related party did not exceed 25% of the Company’s market capitalization.
As this material change report is being filed less than 21 days before the closing of the Offering, there is a requirement under MI 61‐101 to explain why the shorter period is reasonable or necessary in the circumstances. In the view of the Company, such shorter period is reasonable and necessary in the circumstances because the Company wished to complete the Offering in a timely manner.
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:            Andrew Schutte, CEO and President
Telephone:        604.248.8693
Item 9   Date of Report
March 16, 2023

 EX-99.1 3 ex99_1.htm EXHIBIT 99.1 - NEWS RELEASE


NEWS RELEASE


RepliCel Announces Shareholder Approval of 10% Rolling Stock Option Plan

Not for distribution to U.S. Newswire Services or for dissemination in the United States.
VANCOUVER, BC, CANADA – March 9, 2023 – RepliCel Life Sciences Inc. (OTCPK: REPCF) (TSXV: RP) (FRA:P6P2) (“RepliCel” or the “Company”), a company developing novel, next-generation injection technologies as well as regenerative medicine products in aesthetics and orthopedics, is pleased to announce that at the Company’s annual general and special shareholder’s meeting held on February 28, 2023, the shareholders approved the Company’s 10% Rolling Stock Option plan (the “Plan”).  The board of directors approved the Plan on January 27, 2023, subject to regulatory and shareholder approval.
The Plan is a “rolling” stock option plan, whereby the aggregate number of common shares (the “Shares”) reserved for issuance, together with any other Shares reserved for issuance under any other plan or agreement of the Company, shall not exceed ten (10%) percent of the total number of issued Shares (calculated on a non-diluted basis) at the time an option is granted.
A copy of the Plan was appended to the Company’s management information circular dated January 27, 2023, and is available under the Company’s profile on SEDAR.
About RepliCel Life Sciences
RepliCel is a regenerative medicine company focused on developing cell therapies for aesthetic and orthopedic conditions affecting what the Company believes is approximately one in three people in industrialized nations, including aging/sun-damaged skin, pattern baldness, and chronic tendon degeneration. These conditions, often associated with aging, are caused by a deficit of healthy cells required for normal tissue healing and function. These cell therapy product candidates are based on RepliCel’s innovative technology, utilizing cell populations isolated from a patient’s healthy hair follicles.
The Company’s cell therapy product pipeline is comprised of RCT-01 for tendon repair, RCS-01 for skin rejuvenation, and RCH-01 for hair restoration. RCH-01 has been the subject of successful safety and dose-finding clinical studies and is now the subject of its third clinical study evaluating efficacy for the treatment of male and female hair loss due to androgenetic alopecia. This ongoing study is being funded by Shiseido Company Limited pursuant to a license agreement which has now been terminated but is the subject of an arbitration regarding Shiseido’s rights to the product for Asia. RepliCel maintains the undisputed rights to RCH-01 for the rest of the world. RCT-01 and RCS-01 are exclusively licensed in Greater China to YOFOTO (China) Health Company. RepliCel and YOFOTO are currently co-developing these products in China. RepliCel maintains the rights to these products outside of Greater China.
1 | Page
RepliCel has also developed a proprietary injection device (DermaPreciseTM) and related consumables, which is expected to improve the administration of its cell therapy products and certain other injectables. YOFOTO has exclusively licensed the commercial rights for the DermaPrecise™ device and consumables in Greater China for dermatology applications and is expected to first launch the product in Hong Kong upon it being approved for market launch in either the United States or Europe. Please visit replicel.com for additional information.
Notable Facts:
•
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.
For more information, please contact:
Andrew Schutte, CEO and President
604-248-8693
info@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.

2 | Page


 EX-99.2 4 ex99_2.htm EXHIBIT 99.2 - NEWS RELEASE



NEWS RELEASE

RepliCel Announces Closing of Non-brokered Private Placement

Not for distribution to U.S. Newswire Services or for dissemination in the United States
VANCOUVER, BC, CANADA – March 14, 2023 – RepliCel Life Sciences Inc. (OTCPK: REPCF) (TSXV: RP) (FRA:P6P2) (“RepliCel” or the “Company”), a company developing novel, next-generation injection technologies as well as regenerative medicine products in aesthetics and orthopedics, is pleased to announce that it has completed its previously announced non-brokered private placement (the “Offering”), as described in its News Release dated January 26, 2023, pursuant to which it has issued an aggregate of 10,131,000 units (each, a “Unit”) at a price of $0.10 per Unit for gross proceeds of $1,013,100.  Each Unit consists of one common share in the capital of the Company (each, a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one additional Share at a price of $0.20 per Share for a period of four years from the closing date.
The net proceeds from the sale of the Offering will be used for general working capital purposes.
The securities issued under the Offering, and the shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring four months and one day from the date of closing.
None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Each of Andrew Schutte, a director and officer of the Company, and Jamie Mackay, a 10% shareholder of the Company, participated in the Offering and each are considered to be a “related party” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and each issuance is considered to be a “related party transaction” within the meaning of MI 61-101 but each issuance will be exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares to be issued to each related party does not exceed 25% of the Company’s market capitalization.
1 | Page

About RepliCel Life Sciences
RepliCel is a regenerative medicine company focused on developing cell therapies for aesthetic and orthopedic conditions affecting what the Company believes is approximately one in three people in industrialized nations, including aging/sun-damaged skin, pattern baldness, and chronic tendon degeneration. These conditions, often associated with aging, are caused by a deficit of healthy cells required for normal tissue healing and function. These cell therapy product candidates are based on RepliCel’s innovative technology, utilizing cell populations isolated from a patient’s healthy hair follicles.
The Company’s cell therapy product pipeline is comprised of RCT-01 for tendon repair, RCS-01 for skin rejuvenation, and RCH-01 for hair restoration. RCH-01 has been the subject of successful safety and dose-finding clinical studies and is now the subject of its third clinical study evaluating efficacy for the treatment of male and female hair loss due to androgenetic alopecia. This ongoing study is being funded by Shiseido Company Limited pursuant to a license agreement which has now been terminated but is the subject of an arbitration regarding Shiseido’s rights to the product for Asia. RepliCel maintains the undisputed rights to RCH-01 for the rest of the world. RCT-01 and RCS-01 are exclusively licensed in Greater China to YOFOTO (China) Health Company. RepliCel and YOFOTO are currently co-developing these products in China. RepliCel maintains the rights to these products outside of Greater China.
RepliCel has also developed a proprietary injection device (DermaPreciseTM) and related consumables, which is expected to improve the administration of its cell therapy products and certain other injectables. YOFOTO has exclusively licensed the commercial rights for the DermaPrecise™ device and consumables in Greater China for dermatology applications and is expected to first launch the product in Hong Kong upon it being approved for market launch in either the United States or Europe. Please visit replicel.com for additional information.
Notable Facts:
•
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.
For more information, please contact:
Andrew Schutte, CEO and President
604-248-8693
info@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.
2 | Page
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