Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
August 17 2023 - 11:22AM
Edgar (US Regulatory)
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 August 2023
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
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/ Andrew Schutte
Andrew Schutte, President
Date: August 17, 2023
510 Burrard St, 3rd Floor
Vancouver, BC V6C 3B9
www.computershare.com
July 31, 2023
To: All Canadian Securities Regulatory Authorities
Subject: REPLICEL LIFE SCIENCES INC.
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
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Meeting Type :
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Annual General and Special Meeting
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Record Date for Notice of Meeting :
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August 16, 2023
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Record Date for Voting (if applicable) :
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August 16, 2023
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Beneficial Ownership Determination Date :
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August 16, 2023
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Meeting Date :
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September 22, 2023
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Meeting Location (if available) :
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Vancouver, BC
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Issuer sending proxy related materials directly to NOBO :
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Yes
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Issuer paying for delivery to OBO :
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No
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Notice and Access (NAA) Requirements
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NAA for Beneficial Holders
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No
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NAA for Registered Holders
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No
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Voting Security Details:
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Description
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CUSIP Number
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ISIN
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COMMON SHARES
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76027P400
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CA76027P4006
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Sincerely,
Computershare
Agent for REPLICEL LIFE SCIENCES INC.
NEWS RELEASE
RepliCel Adds an Additional Director
RepliCel Life Sciences Strengthens Its Board of Directors as focus shifts towards Commercialization
VANCOUVER, BC, CANADA – August 9, 2023 – RepliCel Life Sciences Inc. (OTCPK: REPCF) (TSXV: RP) (FRA:P6P2) (“RepliCel”
or the “Company”), a company developing novel, next-generation injection technologies as well as regenerative medicine products in aesthetics and orthopedics, is pleased to announce it has appointed Jamie
Mackay to the Company’s Board of Directors.
Jamie Mackay is currently the CEO of Mackay Developments, Founder of Wheelhaus, Fireside Resorts and Vurtical. Jamie has extensive experience in large commercial, residential, and mixed-use real
estate developments across the United States. Jamie, as a seasoned entrepreneur, has successfully managed numerous private startups. Having engaged with numerous entities across many different sectors as both an investor and as a member of
management, Jamie brings a unique perspective. “Jamie has been integral in assisting management in laying groundwork as RepliCel prepares to commercialize multiple products. It has been a pleasure working with Jamie and I am excited to have him
join the Board of Directors,” Andrew Schutte President and CEO stated. “Jamie’s expertise is vital as RepliCel transitions to a commercial entity.”
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 cell therapy product pipeline is comprised of RCT-01 for tendon repair, RCS-01 for skin rejuvenation, and RCH-01 for hair restoration. RCH-01 has been the subject of successful safety
and dose-finding clinical studies and is now the subject of its third clinical study evaluating efficacy for the treatment of male and female hair loss due to androgenetic alopecia. This ongoing study is being funded by Shiseido Company Limited
pursuant to a license agreement which has now been terminated but is the subject of an arbitration regarding Shiseido’s rights to the product for Asia. RepliCel maintains the undisputed 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 (DermaPreciseTM) 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 DermaPrecise™ 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. MainPointe Pharmaceuticals has an exclusive distribution agreement for the DermaPrecise™ device and consumables in the United States, subject to income. MainPointe is expected to
fund the FDA approval process in the United States. Please visit replicel.com for additional information.
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•
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RepliCel’s three cell therapy products have now been tested in over 100 patients in four countries on three continents.
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•
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RepliCel now has key strategic regional partners 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:
Andrew Schutte, CEO and President
604-248-8693
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.
51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
RepliCel Life Sciences Inc. (the “Company”)
900 – 570 Granville Street
Vancouver, BC V6C 3P1
Item 2 Date of Material Change
August 2, 2023
Item 3 News Release
The news release dated August 9, 2023 was disseminated through Stockwatch and Market News on August 9, 2023.
Item 4 Summary of Material Change
On August 2, 2023, the Company appointed Jamie Mackay to its board of directors.
Jamie Mackay is currently the CEO of Mackay Developments, Founder of Wheelhaus, Fireside Resorts and Vurtical. Jamie
has extensive experience in large commercial, residential, and mixed-use real estate developments across the United States. Jamie, as a seasoned entrepreneur, has successfully managed numerous private startups. Having engaged with numerous entities
across many different sectors as both an investor and as a member of management, Jamie brings a unique perspective.
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.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
None
Item 8 Executive Officer
Contact: Andrew
Schutte, CEO and President
Telephone: 604.248.8693
Item 9 Date of Report
August 9, 2023
REPLICEL LIFE SCIENCES INC.
Suite 900 – 570 Granville Street
Vancouver, BC V6C 3P1
Telephone: (604) 248-8730 Fax: (604) 248-8690
REPLICEL LIFE SCIENCES INC. ANNOUNCES DATE FOR ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
VANCOUVER, BC, CANADA – August 9, 2023 – RepliCel Life Sciences Inc. (OTCPK: REPCF) (TSXV: RP) (FRA:P6P2) (“RepliCel” or the “Company”), a company developing novel, next-generation injection technologies as well as regenerative medicine products in aesthetics and orthopedics, announces that it has set September 22, 2023 as the date for its annual general and special meeting (the “Meeting”). At the Meeting the Company intends to seek shareholder approval for the following: (i) setting the number of directors at six; (ii) electing Andrew Schutte, R. Lee
Buckler, David Hall, Peter Lewis, Jamie Mackay and Gary Boddington as directors of the Company (collectively, the “Slate of Directors”); (iii)
approval of a new equity incentive plan which will enable the Company to grant stock options, restricted share units, performance share units and deferred share units; and (iv) disinterested shareholder approval of the extension of the expiry date
from July 30, 2023 to July 30, 2025 to 860,000 stock options granted to insiders of the Company on July 30, 2018 which are each exercisable into one common share of the Company at the exercise price of $0.43 per common share.
The Meeting was also scheduled in response to a requisition for the Company to call a meeting shareholders received from Andrew Schutte on July 10, 2023,
being a greater than 5% shareholder of the Company. Mr. Schutte requested that the Company convene a meeting of shareholders to elect the Slate of Directors.
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 cell therapy product pipeline is comprised of RCT-01 for tendon repair, RCS-01 for skin rejuvenation, and RCH-01 for hair
restoration. RCH-01 has been the subject of successful safety and dose-finding clinical studies and is now the subject of its third clinical study evaluating efficacy for the treatment of male and female hair loss due to androgenetic alopecia. This
ongoing study is being funded by Shiseido Company Limited pursuant to a license agreement which has now been terminated but is the subject of an arbitration regarding Shiseido’s rights to the product for Asia. RepliCel maintains the undisputed
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 (DermaPreciseTM) 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 DermaPrecise™ 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. MainPointe Pharmaceuticals has an exclusive distribution agreement for the DermaPrecise™ device and consumables in the United
States, subject to income. MainPointe is expected to fund the FDA approval process in the United States. Please visit replicel.com for additional
information.
|
•
|
RepliCel’s three cell therapy products have now been tested in over 100 patients in four countries on three continents.
|
|
•
|
RepliCel now has key strategic regional partners 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:
Andrew Schutte, CEO and President
604-248-8693
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.
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