0001102624-16-003134.txt : 20160726 0001102624-16-003134.hdr.sgml : 20160726 20160725212218 ACCESSION NUMBER: 0001102624-16-003134 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160722 FILED AS OF DATE: 20160726 DATE AS OF CHANGE: 20160725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPLICEL LIFE SCIENCES INC. CENTRAL INDEX KEY: 0001205059 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] 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: 161782996 BUSINESS ADDRESS: STREET 1: SUITE 2020 - 401 WEST GEORGIA STREET CITY: VANCOUVER BC STATE: A1 ZIP: V6B 5A1 BUSINESS PHONE: 604-248-8730 MAIL ADDRESS: STREET 1: SUITE 2020 - 401 WEST GEORGIA STREET CITY: VANCOUVER BC STATE: A1 ZIP: V6B 5A1 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 replicel6k.htm REPLICEL LIFE SCIENCES INC. 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 July 2016
Commission File Number 000-50112
RepliCel Life Sciences Inc.
(Translation of registrant’s name into English)
Suite 2020 – 401 West Georgia Street, Vancouver, British Columbia  V6B 5A1
(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.
 


SUBMITTED HEREWITH

99.1 REPLICEL LIFE SCIENCES CONTINUES RESTRUCTURING WITH SHARE STRUCTURE CONSOLIDATION
 

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 & CEO
Date:  July 22, 2016


EX-99.1 2 exh99_1.htm EXHIBIT 99.1
 

Exhibit 99.1
 
 
REPLICEL LIFE SCIENCES CONTINUES RESTRUCTURING WITH SHARE STRUCTURE CONSOLIDATION

VANCOUVER, BC – July 22, 2016 – RepliCel Life Sciences Inc. ("RepliCel" or the "Company") (OTCQB: REPCF) (TSXV: RP) (Frankfurt: P6P1), a clinical stage regenerative medicine company focused on the development of autologous cell therapies, announced today that its Board of Directors has authorized a plan to proceed with a consolidation of its outstanding common shares (each, a "Share") on the basis of ten (10) pre-consolidation Shares for one (1) post-consolidation Share (the "Consolidation").

Currently, a total of 67,261,629 Shares are issued and outstanding. Accordingly, if the Consolidation is put into effect, a total of 6,726,162 Shares, subject to adjustments for rounding, would be issued and outstanding, assuming there are no other changes in the issued capital of the Company. There is currently no maximum number of authorized Shares. There is no name change in conjunction with the Consolidation.  The Consolidation is subject to the approval of the TSX Venture Exchange.

"This Consolidation," stated RepliCel's President and CEO, R. Lee Buckler, "is a continuation of the restructuring initiated by the Company in April and to be finalized with a financing that is expected to be announced imminently."

The restructuring announced in April initated the reduction or elimination of all non-critical programs and staff in an effort to preserve capital to focus on the following three essential priorities pending a major financing or corporate transaction: (1) continued protection of intellectual property, (2) assembling of data from the RCT-01 and RCS-01 clinical trials expected near year-end 2016, and (3) the completion of a licensing/co-development transaction related to one of the four products the Company has in development.

The Company recently announced the launch of the next phase clinical testing of its RCH-01 product in Japan sponsored by its licensee, Shiseido Company, and expects two clinical data milestones within the next six months, namely data from its phase 1/2 clinical trial of RCT-01 for the treatment of chronic Achilles tendinopathy and data from its phase 1 clinical trial of RCS-01 for the treatment of aging and sun-damaged skin.  With sufficient funding, the Company also has the opportunity to complete the building and validation testing of the commercial-grade prototypes of its next-generation dermal injector devices which could be market-ready and the subject of a licensing deal by late 2017.
 
About RepliCel Life Sciences
 
RepliCel is a regenerative medicine company focused on developing autologous cell therapies that address conditions caused by a deficit of healthy cells required for normal healing and function. The Company's product pipeline is comprised of two ongoing clinical trials (RCT-01: tendon repair and RCS-01: skin rejuvenation) as well as its RCH-01: hair restoration product under exclusive license by Shiseido Company for certain Asian countries. All product candidates are based on RepliCel's innovative technology utilizing cell populations isolated from a patient's healthy hair follicles. The Company has also developed a propriety injection device (RCI-02) optimized for the administration of its products and licensable for use with other dermatology applications.

Please visit www.replicel.com for additional information.


 
For more information, please contact:
 
CORPORATE/INVESTOR RELATIONS:
R. Lee Buckler, President & CEO
Telephone: 604-248-8693
Email: lee@replicel.com

MEDIA:
Jacqui Specogna
Telephone: 604-248-8730 / Email: js@replicel.com

Neither the 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.

This press release contains forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of RepliCel, such as statements regarding the Company's complete a financing and the two clinical data milestones within the next six months. Such forward-looking statements and information are based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of RepliCel. There are numerous risks and uncertainties that could cause actual results and RepliCel's plans and objectives to differ materially from those expressed in the forward-looking information, including: failure to obtain CE mark clearance or necessary regulatory approvals; delays enrolling clinical trial participants; negative results from the Company's trials; the effects of government regulation on the Company's business; risks associated with the Company's ability to obtain and protect rights to its intellectual property; risks and uncertainties associated with the Company's ability to raise additional capital; and other factors beyond the Company's control. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, RepliCel does not intend to update these forward-looking statements.