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 January
2018
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 ☒ 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 News Release dated January 16, 2018 - RepliCel Life Sciences Lands Commitment for Key Investment Partnership
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: January 16, 2018
3
Exhibit 99.1
RepliCel Life Sciences Lands Commitment for Key Investment
Partnership
YOFOTO (China) Health Industry Co.
Ltd to Invest in Becoming RepliCel's Strategic Partner for Greater China
Terms Include an Up-front Investment
of USD $6.5 Million with Direct Non-Dilutive Program Funding Commitments and the Potential for Significant Milestone Payments and
Sales Royalties
VANCOUVER and NINGBO, Zhejiang Province, China, Jan. 16, 2018
/CNW/ - 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 signed a Binding Term Sheet
(the "Term Sheet") with YOFOTO (China) Health Industry Co. Ltd. ("YOFOTO") to form a strategic partnership
(the "Transaction") in Greater China (Mainland China, Hong Kong, Macau, and Taiwan) (the "Territory").
The deal reflected in the Term Sheet, involves an up-front
investment of USD $6,500,000 and potential pre-commercial, non-dilutive milestones payments of another USD $2,800,000. Additionally,
the Term Sheet commits YOFOTO to another USD $1,000,000 in potential post-commercial non-dilutive milestone payments, several million
in dedicated program funding in Greater China over the next five years, and future royalty payments calculated on gross product
sales in the Territory.
The investment is by way of the purchase of common shares
(each, a "Share") at CDN$0.54 per Share, which is a premium over the 20-day average market price to reflect the accompanying
license to YOFOTO in the Term Sheet. The Company has also agreed to issue share purchase warrants (each, a "Warrant")
equal to 10% of the number of Shares issued, which warrants will be exercisable at CDN$0.54 per Share for a period of two years.
YOFOTO has already paid a deposit of USD $650,000 (the "Deposit")
pursuant to the agreement. As part of the Transaction, YOFOTO will receive an exclusive license for RepliCel's tendon regeneration
cell therapy (RCT-01) in development, skin rejuvenation cell therapy (RCS-01) in development, and its injection technology in development
for dermal applications (RCI-02) (excluding hair-related treatments) for the Territory.
According to sources, the Chinese cosmetic treatment market
is growing up to six times faster than the global average by number of treated people with the number of procedures increasing
as much as 40% year-on-year. Most experts now agree China now represents the third largest cosmetic treatment market behind only
the United States and Brazil but closing in fast.1
___________________
1 According to statistics release by the Chinese Association of Plastics and Aesthetics (see https://www.pressreader.com/china/china-daily/20160215/282029031282786) and the Chinese plastic surgery mobile app SoYoung (see http://www.plasticsurgerypractice.com/2017/08/about-face-chinas-plastic-surgery-market-grows-six-times-faster-than-global-average/). |
|
In 2013, RepliCel executed a co-development and license agreement
with Shiseido Company, which covered all of Asia for its product (RCH-01) in development for the treatment of androgenetic alopecia.
With the completion of the YOFOTO deal, RepliCel's current technologies will be fully licensed in Greater China.
RepliCel's business model is focused on leveraging its expertise
in developing assets that can then be licensed to partners for co-development and commercialization. The Company maintains exclusivity
over its entire portfolio outside of Asia. The Company is pursuing both its own continued development and commercialization of
its assets as well as other collaborative partnerships for its programs in different regions of the world.
"This is precisely the kind of transformational deal
and collaboration we were focused on delivering as we ended 2017," stated RepliCel President and CEO, R. Lee Buckler. "We
are very pleased to have secured a partnership with a company committed to bringing novel health products to Greater China and
the principle of investing in regenerative medicines," he continued. "YOFOTO has the vision, financial capacity, and
infrastructure to be a key part of RepliCel's success overall and certainly capable of exceeding our goals for Greater China."
"YOFOTO is committed to being a leader in China in the
commercialization of regenerative medicines which fit into our core values related to beauty and healthy, active lifestyles,"
stated YOFOTO Chairman Mr. Huang Jin Bao. "RepliCel Life Sciences, with its cell therapy and injection technologies focused
on healthy skin and tendon health, fit perfectly with YOFOTO's vision for providing innovative treatments to consumers. As an investor,
we are committed to contributing to RepliCel's global success and as a strategic partner in Greater China, we look forward to collaborating
with RepliCel on quality product development leading to the launch of several successful product lines."
As part of the Transaction, the Company
has agreed to grant YOFOTO certain financing participation rights and board seat nominations and YOFOTO has agreed to certain
voting and trading restrictions. Closing of the Transaction is subject to execution
of definitive agreements for the Transaction, receipt of approval of the
TSX Venture Exchange, the Company's shareholders and other applicable regulatory
authorities including but not limited to the reviews and approvals by State Administration of Foreign Exchange of China and other
Chinese foreign investment regulatory authorities.
About YOFOTO
YOFOTO (China) Health Industry Co., Ltd was established in 2004 as a company engaged in the health and consumer products industry.
For example, YOFOTO has registered 31 different nutraceuticals with the State Food and Drug Administration (China). With a wide
range of successful commercial products in the food, personal health care, and household categories, YOFOTO is now diversifying
into higher-value health-related products and services such as genetic and blood testing, regenerative medicine, and destination
health-treatment clinics. As part of its strategy, YOFOTO has made several investments outside of China. Its current expansion
includes a global R&D production base, organic food base, natural cosmetic R&D center, a conference center, yacht club
and health spa resort.
YOFOTO employs a winner of Nobel Prize in physiology and medicine,
Professor Richard Roberts, who heads the YOFOTO Global Products Advisory Committee, and also leads collaborations with several
leading scientific research institutions. At present, YOFOTO has registered over 700 trademarks and attained over 60 patents. YOFOTO
has 32 provincial branches in China and, in 2009, began international expansion into Russia, Vietnam, Thailand and Cameroon. At
the same time, YOFOTO began active participation in the Asia-Pacific Economic Cooperation (APEC) forum. YOFOTO Chairman of YOFOTO,
Mr. Huang Jin Bao, was elected to be the member of the first APEC Chinese Industry and Commerce Council.
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. 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 currently being co-developed with, and under exclusive
license by, Shiseido 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. 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. Please visit www.replicel.com
for additional information.
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.
Disclaimer for Forward-Looking Statements
This press release contains forward-looking statements
and information that involve various risks and uncertainties regarding future events, including, but not limited to, statements
regarding: (i) the completion of the Transaction with YOFOTO; (ii) the terms of the Transaction and the milestone, program funding
and royalty payments to be made in connection with the Transaction; and (iii) the closing of the Transaction.
These statements are only predictions and involve known
and unknown risks which may cause actual results and the Company's plans and objectives to differ materially from those expressed
in the forward-looking statements, including: risks related to the Company and YOFOTO being able to negotiate and enter into the
definitive agreements required for the Transaction, risks related to the Company obtaining the approval of the TSX-V and its shareholders,
risks related to YOFOTO obtaining consent for the Transaction from the required parties and applicable regulatory authorities;
risks that the Company's products may not perform as, or have the benefits, expected; risks that the Company's products may not
be accepted and adopted by the public; the risk that the Company will not obtain CE mark clearance for its injector device; the
risk that there will be delays enrolling clinical trial participants; the risk that the Company will receive negative results from
the Company's clinical trials; the effects of government regulation on the Company's business; risks associated with the Company
obtaining all necessary regulatory approvals for its various programs; 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. Although the Company believes that the expectations reflected in the forward-looking
statements are reasonable, it cannot guarantee future results, levels of activity or performance. Further, any forward-looking
statement speaks only as of the date on which such statement is made and, except as required by applicable law, the Company undertakes
no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement
is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for
management to predict all of such factors and to assess in advance the impact of such factors on the Company's business or the
extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statement. Readers should consult all of the information set forth herein and should also refer to the risk factor
disclosure outlined in the Company's annual report on Form 20-F for the fiscal year ended December 31, 2016 and other periodic
reports filed from time-to-time with the Securities and Exchange Commission on Edgar at www.sec.gov and with the British Columbia
Securities Commission on SEDAR at www.sedar.com.
SOURCE RepliCel Life Sciences Inc.
View original content with multimedia: http://www.newswire.ca/en/releases/archive/January2018/16/c1178.html
%SEDAR: 00008892E
For further information: Lee Buckler, CEO and President, 604-248-8693,
info@replicel.com
CO: RepliCel Life Sciences Inc.
CNW 06:00e 16-JAN-18
This regulatory filing also includes additional resources:
ex991.pdf
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