f6k041112.htm

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 April 2012

Commission File Number 000-50112

RepliCel Life Sciences Inc.

(Translation of registrant’s name into English)

Suite 1225 – 888 Dunsmuir Street, Vancouver, British Columbia V6C 3K4

(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.

BRITISH COLUMBIA

ONTARIO

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.

Name and Address of Company

RepliCel Life Sciences Inc. (the “Company”)

Suite 1225 – 888 Dunsmuir Street

Vancouver, BC V6C 3K4

Item 2.

Date of Material Change

March 29, 2012

Item 3.

News Release

News Release was disseminated via Marketwire on March 29, 2012

Item 4.

Summary of Material Change

The Company announced that on March 29, 2012, it closed a private placement financing (the “Financing”), pursuant to which it has issued 876,042 units at a price of US$1.50 per unit for gross proceeds of US$1,314,063.

Each unit issued consisted of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase an additional common share at US$2.50 per share for a period of 24 months from the closing of the Financing. An initial tranche of 66,304 Units for gross proceeds of US$99,456 closed on February 29, 2012. The Company intends to close one or more additional tranches of the Financing in coming weeks at the same price of US$1.50 per unit on the same terms as set forth above.

Item 5.

Full Description of Material Change

5.1 Full Description of Material Change

See attached news release.

5.2 Disclosure for Restructuring Transactions

N/A

Item 6.

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

Not Applicable.

Item 7.

Omitted Information

Not Applicable.

Item 8.

Executive Officer

David Hall, President and Director 604.248.8730

Item 9.

Date of Report

April 11, 2012

NOT FOR DISSEMINATION IN THE UNITED STATES

RepliCel Announces Closing of Private Placement

VANCOUVER, BC – March 29, 2012 - RepliCel Life Sciences Inc. (the “Company” or “RepliCel”) (OTCBB: REPCF) is pleased to announce the closing of a private placement financing (the “Financing”), pursuant to which it has issued 876,042 units at a price of US$1.50 per unit for gross proceeds of US$1,314,063.

All securities issued in connection with the Financing are subject to a hold period in accordance with applicable Canadian and United States securities laws. Proceeds of the Financing will be used for general working capital requirements.

None of the securities sold in the Financing have been or will be registered under the United States Securities Act of 1933, as amended (the “Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act.

On Behalf of the Board of Directors,

Peter Jensen, Chairman of the Board

For more information please contact:

Tammey George, Director of Communications

Telephone: 604-248-8696

tg@replicel.com

www.replicel.com

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/ Gemma Bayley

Gemma Bayley

Secretary

Date: April 11, 2012