REPLICEL LIFE SCIENCES INC.
|
(Name of Issuer)
|
Common Shares without par value
|
(Title of Class of Securities)
|
76027P400
|
(CUSIP Number)
|
copy to:
MainPointe Pharmaceuticals, LLC
2604 River Green Circle Louisville, KY 40206 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
December 17, 2021
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
|
76027P400
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|||
MainPointe Pharmaceuticals, LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||
(a) [ ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
WC
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
3,986,687
|
||||
8
|
SHARED VOTING POWER
|
|||
Nil
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
3,986,687
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
Nil
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
3,986,687 common shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
[ ]
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
10.34%(2)
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||
OO
|
(1) |
Calculated based on 38,531,095 common shares outstanding as of December 17, 2021.
|
•
|
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
|
|
•
|
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
•
|
a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
•
|
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
|
|
•
|
any material change in the present capitalization or dividend policy of the Issuer;
|
|
•
|
any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
|
|
•
|
changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
|
|
•
|
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
|
|
•
|
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
|
|
•
|
any action similar to any of those enumerated above.
|
Dated: December 21, 2021
|
MAINPOINTE PHARMACEUTICALS, LLC
/s/ Frank L. Yetter
Signature
|
Frank L. Yetter Name |
|