0001085037-21-000069.txt : 20210818 0001085037-21-000069.hdr.sgml : 20210818 20210818123406 ACCESSION NUMBER: 0001085037-21-000069 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210818 DATE AS OF CHANGE: 20210818 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: 211186199 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 form6kjune20201.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 June, 2021

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	News Release dated June 3, 2021

99.2	Material Change Report dated June 3, 2021

99.3	News Release dated June 15, 2021

99.4	Material Change Report dated June 16, 2021

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: August 18, 2021

EX-99.1 2 ex99_1.htm NEWS RELEASE DATED JUNE 3, 2021

NEWS RELEASE

Not for distribution to U.S. Newswire Services or for dissemination in the United States

RepliCel Life Sciences Announces Closing of Debt Settlement

VANCOUVER, BC – June 3, 2021 - RepliCel Life Sciences Inc. (OTCQB: REPCF) (TSXV: RP) (FRA: P6P2), (“RepliCel” or the “Company”), a company developing next-generation technologies in aesthetics and orthopedics, is pleased to announce that, further to its News Release of March 25, 2021, it has received approval from the TSX Venture Exchange (the “Exchange”) for the issuance of 889,612 common shares (each, a “Share”) in settlement of $342,500.80 owed by the Company to various creditors (the “Debt Settlement”). The Shares were issued on June 2, 2021. The Shares are subject to a statutory hold period of four months and one day after closing of the Debt Settlement.

Each of David Hall, Peter Lewis, Peter Lowry, Andrew Schutte and Kevin McElwee participated in the Debt Settlement 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.

None of the securities issued in connection with the Debt Settlement will be registered under the United States Securities Act of 1933, as amended (the “1933 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 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

About RepliCel Life Sciences

Headquarted in Canada with a base of operations in Europe, RepliCel has existing partnerships in Japan and China. 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.

The Company’s product pipeline is comprised of RCT-01 for tendon repair, RCS-01 for skin rejuvenation, and RCH-01 for hair restoration. RepliCel has also developed a proprietary injection device, RCI-02, optimized for the administration of its products and licensable for use with other dermatology applications.

RepliCel Life Sciences Inc.

News Release /2

The commercial rights for RCI-02 have been secured by YOFOTO for Greater China and MainPointe has committed to a limited-term distributorship in the United States. RCH-01 is currently being co-developed with Shiseido Company under exclusive license for certain Asian countries. RCT-01 and RCS-01 is currently being co-developed with YOFOTO (China) Health under exclusive license for Greater China. All RepliCel’s cell therapy product candidates are based on RepliCel’s innovative technology, utilizing cell populations isolated from a patient’s healthy hair follicles.

For more information, please visit www.replicel.com or contact:
Lee Buckler, 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.

EX-99.2 3 ex99_2.htm MATERIAL CHANGE REPORT DATED JUNE 3, 2021

51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

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

Item 2 Date of Material Change

June 2, 2021

Item 3 News Release

The news release dated June 3, 2021 was disseminated through Market News and Stockwatch.

Item 4 Summary of Material Change

On June 3, 2021, the Company announced that, further to its News Release of March 25, 2021, it has received approval from the TSX Venture Exchange (the “Exchange”) to the issuance of 889,612 common shares (each, a “Share”) in settlement of $342,500.80 owed by the Company to various creditors (the “Debt Settlement”). The Shares were issued on June 2, 2021. The Shares are subject to a statutory hold period of four months and one day after closing of the Debt Settlement.

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 at www.sedar.com.

Disclosure Required by MI 61-101

Pursuant to MI 61-101, the Debt Settlement constituted a “related party transaction” as certain directors and officers of the Company participated in the Debt Settlement.

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 Debt Settlement.

(b)	the purpose and business reasons for the transaction:

The purpose of the Debt Settlement is to reduce the Company’s liabilities while preserving its cash.

(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:

David Hall, the Chairman and a director of the Company, was issued 33,506 Shares in settlement of $12,900 worth of debt.

Andrew Schutte, a director of the Company, was issued 216,693 Shares in settlement of $83,426.58 worth of debt.

Peter Lewis, a director of the Company, was issued 27,922 Shares in settlement of $10,750 worth of debt.

Peter Lowry, a director of the Company, was issued 21,428 Shares in settlement of $8,250 worth of debt.

McElwee Consulting Inc., a company wholly owned by Kevin McElwee, Chief Scientific Officer of the Company, was issued 47,727 Shares in settlement of $18,375 worth of debt.

(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 Debt Settlement on the percentage of securities of the Company beneficially owned or controlled by each of Messrs. Hall, Lewis, Lowry, Schutte and McElwee:

Name and Position	Dollar Amount of Debt Settlement	Number of Shares to be Issued	No. of Securities Held prior to Closing of the Debt Settlement	Percentage of Issued and Outstanding Securities prior to Closing of the Debt Settlement	No. of Securities Held After Closing of the Debt Settlement	Percentage of Issued and Outstanding Securities After Closing of the Debt Settlement
David Hall Chairman and Director	$12,900.00	33,506 Shares	Undiluted: 402,404 Diluted: 622,858⁽¹⁾	Undiluted: 1.11%⁽²⁾ Diluted: 1.71%⁽³⁾	Undiluted: 435,910 Diluted: 565,364⁽⁴⁾	Undiluted: 1.18%⁽⁵⁾ Diluted: 1.76%⁽⁶⁾
Andrew Schutte Director	$83,426.58	216,693 Shares	Undiluted: 3,760,608 Diluted: 4,656,388⁽⁷⁾	Undiluted: 10.40%⁽²⁾ Diluted: 12.55%⁽⁸⁾	Undiluted: 3,977,301 Diluted: 4,873,081⁽⁹⁾	Undiluted: 10.73%⁽⁵⁾ Diluted: 12.84%⁽¹⁰⁾
Peter Lewis Director	$10,750.00	27,922 Shares	Undiluted: 184,276⁽¹¹⁾ Diluted: 309,730⁽¹²⁾	Undiluted: 0.50%⁽²⁾ Diluted: 0.85⁽¹³⁾	Undiluted: 212,198⁽¹⁴⁾ Diluted: 337,652⁽¹⁵⁾	Undiluted: 0.59%⁽⁵⁾ Diluted: 0.91%⁽¹⁶⁾
Peter Lowry Director	$8,250.00	21,428 Shares	Undiluted: 777,154 Diluted: 857,154⁽¹⁷⁾	Undiluted: 2.15%⁽²⁾ Diluted: 2.37%⁽¹⁸⁾	Undiluted: 798,582 Diluted: 878,582⁽¹⁹⁾	Undiluted: 2.16%⁽⁵⁾ Diluted: 2.37%⁽²⁰⁾
Kevin McElwee Chief Scientific Officer	$18,375.00	47,727 Shares	Undiluted: 610,685 Diluted: 760,685⁽²¹⁾	Undiluted: 1.69%⁽²⁾ Diluted: 2.09%⁽²²⁾	Undiluted: 658,412 Diluted: 808,412⁽²³⁾	Undiluted: 1.78%⁽⁵⁾ Diluted: 2.17%⁽²⁴⁾

⁽¹⁾

Comprised of: (i) 402,404 Shares held directly by Mr. Hall, (ii) 45,454 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. Hall, and (iii) 175,000 options held directly by Mr. Hall, each of which is exercisable into one Share, of which 75,000 are exercisable at a price of $0.60 per Share until December 7, 2021 and 100,000 are exercisable at a price of $0.43 per Share until July 30, 2023.

⁽²⁾

Based on 36,161,601 Shares outstanding prior to the completion of the Debt Settlement.

⁽³⁾

Based on 36,382,055 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 36,161,601 Shares outstanding prior to the completion of the Debt Settlement, (ii) 45,454 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Hall, and (iii) 175,000 Shares that may be issuable on exercise of options held directly by Mr. Hall.

⁽⁴⁾

Comprised of: (i) 435,910 Shares held directly, and (ii) all of the convertible securities of the Company set out in footnote (1) above.

⁽⁵⁾

Based on 37,051,213 Shares outstanding following the completion of the Debt Settlement.

⁽⁶⁾

Based on 37,271,667 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 37,051,213 Shares outstanding following the completion of the Debt Settlement, (ii) 45,454 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Hall, and (iii) 175,000 Shares that may be issuable on exercise of options held directly by Mr. Hall.

⁽⁷⁾

Comprised of: (i) 3,760,608 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) 30,000 options held directly by Mr. Schutte, each of which is exercisable into one Share exercisable at a price of $0.43 per Share until July 30, 2023, and (iv) 562,750 warrants held directly by Mr. Schutte, each of which is exercisable into one Share at a price of $0.36 per Share until July 15, 2023.

⁽⁸⁾

Based on 37,057,381 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 36,161,601 Shares outstanding prior to the completion of the Debt Settlement, (ii) 303,030 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Schutte, (iii) 30,000 Shares that may be issuable on exercise of options held directly by Mr. Schutte and (iv) 562,750 Shares that may be issuable on exercise of warrants held directly by Mr. Schutte.

⁽⁹⁾

Comprised of: (i) 3,977,301 Shares held directly, and (ii) all of the convertible securities of the Company set out in footnote (7) above.

⁽¹⁰⁾

Based on 37,946,993 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 37,051,213 Shares outstanding following the completion of the Debt Settlement, (ii) 303,030 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Schutte, (iii) 30,000 Shares that may be issuable on exercise of options held directly by Mr. Schutte, and (iv) 562,750 Shares that may be issuable on exercise of warrants held directly by Mr. Schutte.

⁽¹¹⁾

Comprised of: (i) 179,921 Shares held directly, and (ii) 4,355 Shares held indirectly through Peter W. Lewis Inc., a company controlled by Peter Lewis.

⁽¹²⁾

Comprised of: (i) 179,921 Shares held directly by Mr. Lewis, (ii) 4,355 Shares held indirectly through Peter W. Lewis Inc., (iii) 45,454 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. Lewis, and (iv) 80,000 options held directly by Mr. Lewis, each of which is exercisable into one Share, of which 30,000 are exercisable at a price of $0.60 per Share until December 7, 2021 and 50,000 are exercisable at a price of $0.43 per Share until July 30, 2023.

⁽¹³⁾

Based on 36,287,055 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 36,161,601 Shares outstanding prior to the completion of the Debt Settlement, (ii) 45,454 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Lewis, and (iii) 80,000 Shares that may be issuable on exercise of options held directly by Mr. Lewis.

⁽¹⁴⁾

Comprised of: (i) 207,843 Shares held directly, and (ii) 4,355 Shares held indirectly through Peter W. Lewis Inc.

⁽¹⁵⁾

Comprised of: (i) 207,843 Shares held directly, (ii) 4,355 Shares held indirectly through Peter W. Lewis Inc., and (iii) all of the convertible securities of the Company set out in footnote (12) above.

⁽¹⁶⁾

Based on 37,176,667 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 37,051,213 Shares outstanding following the completion of the Debt Settlement, (ii) 45,454 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Lewis, and (iii) 80,000 Shares that may be issuable on exercise of options held directly by Mr. Lewis.

⁽¹⁷⁾

Comprised of: (i) 777,154 Shares held directly by Mr. Lowry, and (ii) 80,000 options held directly by Mr. Lowry, each of which is exercisable into one Share, exercisable at a price of $0.43 per Share until July 30, 2023.

⁽¹⁸⁾

Based on 36,241,601 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 36,161,601 Shares outstanding prior to the completion of the Debt Settlement, and (ii) 80,000 Shares that may be issuable on exercise of options held directly by Mr. Lowry.

⁽¹⁹⁾

Comprised of: (i) 798,582 Shares held directly, and (ii) all of the convertible securities of the Company set out in footnote (17) above.

⁽²⁰⁾

Based on 37,131,213 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 37,051,213 Shares outstanding following the completion of the Debt Settlement, and (ii) 80,000 Shares that may be issuable on exercise of options held directly by Mr. Lowry.

⁽²¹⁾

Comprised of: (i) 610,685 Shares held indirectly by McElwee Consulting Inc., and (ii) 150,000 options held directly by Mr. McElwee, each of which is exercisable into one Share, of which 75,000 are exercisable at a price of $0.60 per Share until December 7, 2021 and 75,000 are exercisable at a price of $0.43 per Share until July 30, 2023.

⁽²²⁾

Based on 36,311,601 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 36,161,601 Shares outstanding prior to the completion of the Debt Settlement, and (ii) 150,000 Shares that may be issuable on exercise of options held directly by Mr. McElwee.

⁽²³⁾

Comprised of: (i) 658,412 Shares held indirectly by McElwee Consulting Inc., and (ii) all of the convertible securities of the Company set out in footnote (21) above.

⁽²⁴⁾

Based on 37,201,213 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 37,051,213 Shares outstanding following the completion of the Debt Settlement, and (ii) 150,000 Shares that may be issuable on exercise of options held directly by Mr. McElwee.

(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:

Each of Messrs. Hall, Lewis, Lowry and Schutte abstained on the resolution of the board of directors approving the Debt Settlement with respect to their own Share issuances. A special committee was not established in connection with the approval of the Debt Settlement, 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 debt settlement and subscription agreement with David Hall pursuant to which Mr. Hall acquired 33,506 Shares in settlement of $12,900 worth of debt.

The Company entered into a debt settlement and subscription agreement with Andrew Schutte pursuant to which Mr. Schutte acquired 216,693 Shares in settlement of $83,426.58 worth of debt.

The Company entered into a debt settlement and subscription agreement with Peter Lowry pursuant to which Mr. Lowry acquired 21,428 Shares in settlement of $8,250 worth of debt.

The Company entered into a debt settlement and subscription agreement with Peter Lewis pursuant to which Mr. Lewis acquired 27,922 Shares in settlement of $10,750 worth of debt.

The Company entered into a debt settlement and subscription agreement with McElwee Consulting Inc. pursuant to which Mr. McElwee acquired 47,727 Shares in settlement of $18,375 worth of debt.

(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 Debt Settlement 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 Debt Settlement, 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 Debt Settlement 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: Lee Buckler, CEO and President
Telephone: 604.248.8693

Item 9 Date of Report

June 3, 2021

EX-99.3 4 ex99_3.htm NEWS RELEASE DATED JUNE 15, 2021

NEWS RELEASE

RepliCel Adds Independent Director

Board of Director’s Strengthens Its Independence Oversight and Updates its Stock Options

VANCOUVER, BC – June 15, 2021 - RepliCel Life Sciences Inc. (OTCQB: REPCF) (TSXV: RP) (FRA: P6P2), (“RepliCel” or the “Company”), a company developing next-generation technologies in aesthetics and orthopedics, is pleased to announce it has appointed Gary Boddington to the board of directors.

Gary Boddington is currently the CEO of PlayWize Technology Inc. He is experienced in founding and leading global companies, exploring new markets, launching new products, and raising capital. Gary has worked with founders, shareholders and boards of directors in public and private entities. He founded a business intelligence company which was acquired by a FTSE 100 company, was an early team member of Canada’s first listed blockchain company which did pioneering pilot projects with major brands globally, and most recently was an independent director Vancouver fintech company which had a $100million+ exit. Gary brings to RepliCel’s Board his passion for global business development and digital transformation, with his enthusiasm and experience in SportsTech, Fintech, Blockchain, Business Intelligence, Artificial Intelligence and entrepreneurship to discussions.

The Company also announced that it has granted an aggregate of 1,715,000 stock options (each, an “Option”) to certain directors, officers, employees and consultants for the purchase of up to 1,715,000 common shares of the Company pursuant to its Stock Option Plan. Each Option is exercisable for a period of 5 years from June 14, 2021 at a price of $0.40 per common share. 735,000 of these Options vest immediately and 980,000 of these Options vest as to 12.5% per quarter for eight quarters.

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 product pipeline is comprised of RCT-01 for tendon repair, RCS-01 for skin rejuvenation, and RCH-01 for hair restoration. RCH-01 is exclusively licensed in Asia to Shiseido Company. RepliCel maintains the 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, RCI-02, 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 RCI-02 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 www.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 having been successfully reviewed by three regulatory agencies.

• RepliCel now has key strategic partners in the United States, China, and Japan 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:
Lee Buckler, CEO and President
info@replicel.com

EX-99.4 5 ex99_4.htm MATERIAL CHANGE REPORT DATED JUNE 16, 2021

51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

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

Item 2 Date of Material Change

June 1, 2021 and June 14, 2021

Item 3 News Release

The news release dated June 15, 2021 was disseminated through Accesswire.

Item 4 Summary of Material Change

On June 15, 2021, the Company announced that it has appointed Gary Boddington to its board of directors.

Gary Boddington is currently the CEO of PlayWize Technology Inc. He is experienced in founding and leading global companies, exploring new markets, launching new products, and raising capital. Gary has worked with founders, shareholders, and boards of directors in public and private entities. He founded a business intelligence company which was acquired by a FTSE 100 company, was an early team member of Canada’s first listed blockchain company which did pioneering pilot projects with major brands globally, and most recently was an independent director Vancouver fintech company which had a $100million+ exit. Gary brings to RepliCel’s Board his passion for global business development and digital transformation, with his enthusiasm and experience in SportsTech, Fintech, Blockchain, Business Intelligence, Artificial Intelligence, and entrepreneurship to discussions.

The Company also announced that it has granted an aggregate of 1,715,000 stock options (each, an “Option”) to certain directors, officers, employees, and consultants for the purchase of up to 1,715,000 common shares of the Company pursuant to its Stock Option Plan. Each Option is exercisable for a period of 5 years from June 14, 2021, at a price of $0.40 per common share. 735,000 of these Options vest immediately and 980,000 of these Options vest as to 12.5% per quarter for eight quarters.

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 at www.sedar.com.

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 President
Telephone: 604.248.8693

Item 9 Date of Report

June 16, 2021

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