Financing

Press Release
Replicel Announces Extension to Private Placement
VANCOUVER, BC – August 10, 2020 – Replicel Life Sciences Inc. (the "Company" or "Replicel") announces that...
Press Release
RepliCel Life Sciences Announces the Closing of the First Tranche Private Placement and Amendments to Debt Settlement
VANCOUVER, BC – July 15, 2020 - RepliCel Life Sciences Inc. (OTCQB: REPCF) (TSXV: RP) (FRA:...
Press Release
RepliCel Closes First Tranche of Private Placement Financing of Preferred Shares
RepliCel Closes First Tranche of Private Placement Financing of Preferred SharesNot for distribution to U.S....
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VANCOUVER, BC – August 10, 2020 – Replicel Life Sciences Inc. (the \"Company\" or \"Replicel\") announces that the TSX Venture Exchange (the “Exchange”) has granted a thirty (30) day extension to the Company for completion of its non-brokered private placement (the “Offering”), previously announced in its News Release of June 19, 2020. 

The terms of the Private Placement provide for the issuance of a minimum of 5,555,555 and up to 22,222,222 units (each, a “Unit”) at a price of $0.18 per Unit for gross proceeds of a minimum of $1,000,000 and up to $4,000,000.  Each Unit consists of one common share of the Company (each, a “Share”) and one-half of one share purchase warrant (each whole warrant, a “Warrant”). One Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.36 per Share for a period of three years from closing of the Offering, subject to an acceleration provision such that in the event that the Shares have a closing price on the TSX Venture Exchange (the “Exchange”) of greater than $0.45 per Share for a period of 10 consecutive trading days at any time after four months and one day from the closing of the Offering, RepliCel may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given to the holder.  Insiders may participate in the Offering. On July 15, 2020, the Company closed a first tranche of the Offering pursuant to which it sold an aggregate of 3,649,110 Units for gross proceeds of $656,839.80.

Finder’s fees or brokers’ commissions may be paid in accordance with Exchange policies.

All securities will be subject to a four-month hold period from the closing date. The Offering is subject to Exchange approval. 

The aggregate gross proceeds from the sale of the Offering will be used for general working capital.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 

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 and Shiseido is currently testing the product in Japan. 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 CE marked. Please visit www.replicel.com for additional information.

For more information, please 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.

Cautionary Statement Regarding Forward-Looking Statements

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, and Exchange approval of the proposed Offering. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the Company may not complete the Offering on terms favorable to the Company or at all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the Closing; and those additional risks set out in the Company’s public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.", "ItemTags": [ "Financing" ], "Author_Name": null, "Author_Url": null, "Author": "", "SEOTitle": "", "MetaTitle": "", "MetaDescription": "", "ShowPageForSearchEngine": false, "CanonicalLink": "", "EnableAMP": false, "AMPContent": "", "CodeEditor": false, "ExternalId": 0, "SocialMetaTags": "", "OpenGraphProperties": "", "SeoPriority": "0.5", "DisableForSiteSearch": false, "CreatedByMemberId": 0, "ItemCategories": [ "News - Press Release" ], "ItemCategoryIdList": [ "6" ], "SKUCode": "", "SiteSearchKeywords": "", "Image": "/Blog/2017/RP-press-release.jpg", "Module_ID": 1534, "Module_Alias": "BlogPost", "Pagination": { "CurrentPage": 1, "ItemsPerPage": 20, "NumberOfPages": 1, "TotalItemsCount": 3 }, "Params": {}, "Parent": { "Type": 3 } }, { "Id": 2692, "Url": "/news/replicel-life-sciences-announces-the-closing-of-the-first-tranche-private-placement-and-amendments-to-debt-settlement", "ParentId": 1929, "LastUpdatedDate": "2020-07-16T20:35:04", "Name": "RepliCel Life Sciences Announces the Closing of the First Tranche Private Placement and Amendments to Debt Settlement", "UrlSlug": "replicel-life-sciences-announces-the-closing-of-the-first-tranche-private-placement-and-amendments-to-debt-settlement", "Enabled": true, "ReleaseDate": "2020-07-16T00:00:00", "ExpiryDate": "2099-12-12T08:00:00", "Weighting": 0, "Description": "

VANCOUVER, BC – July 15, 2020 - RepliCel Life Sciences Inc. (OTCQB: REPCF) (TSXV: RP) (FRA: P6P2)(“RepliCel” or the “Company”), a company developing next-generation technologies in aesthetics and orthopedics, announces that further to its News Release of June 19, 2020, it has closed a first tranche of its private placement offering (the “Offering”), pursuant to which it sold an aggregate of 3,649,110 units (each, a “Unit”), at a price of $0.18 per Unit, for gross proceeds of $656,839.80.  The Company intends on completing additional tranches of the Offering.

“We are very pleased with how this offering and the anticipated value creation from the intended use of proceeds is resonating with potential investors in the marketplace,” stated RepliCel CEO, R. Lee Buckler.  “Given the obligations regarding the completion of our outstanding audit and restoring the Company to full securities compliance, we wanted to close an early trance of this financing but we are nowhere near done. We anticipate closing on a larger tranche of funding shortly with investors who have already expressed commitments to participate. Such funding will ensure we are able to submit our application for marketing approval of our dermal injector, launch sales of the injector and consumables, and trigger the first milestone payment from our partner in Greater China”, concluded Mr. Buckler.

Each Unit consists of one common share of the Company (each, a “Share”) and one-half of one share purchase warrant (each whole warrant, a “Warrant”). One Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.36 per Share for a period of three years from closing of the Offering, subject to an acceleration provision such that in the event that the Shares have a closing price on the TSX Venture Exchange (the “Exchange”) of greater than $0.45 per Share for a period of 10 consecutive trading days at any time after four months and one day from the closing of the Offering, RepliCel may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given to the holder.  

The Company did not pay any finder’s fees in connection with the Offering.

The securities issued under the Offering, and the shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring on November 16, 2020.

The aggregate gross proceeds from the sale of the Offering will be used for general working capital focusing on completing the RepliCel dermal injector production and testing, pushing forward with regulatory clearances and partnerships in Japan for the skin and tendon programs, and restoring the company to full securities compliance while satisfying outstanding trade payables.

Andrew Schutte participated in the Offering.  Mr. Schutte’s participation constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but the issuance was 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 Units issued to the related party does not exceed 25% of the Company’s market capitalization.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company also announces that, further to its News Release of June 25, 2020, it is increasing the amount of debt to be settled from $246,020 to $256,768.94 (the “Debt”) owed by the Company to certain creditors.  The number of common shares (each, a “Share”) of the Company to be issued in settlement of the Debt (the “Debt Settlement”) will be increased from 1,366,775 Shares to 1,426,491 Shares at a price of $0.18 per Share.  The Debt Settlement remains subject to Exchange approval.

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 and Shiseido is currently testing the product in Japan. 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 CE marked. Please visit www.replicel.com for additional information.

For more information, please contact:

CONTACT:

Lee Buckler, CEO and President

Telephone: 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.

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RepliCel Closes First Tranche of Private Placement Financing of Preferred Shares

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

 

VANCOUVER, BC, CANADA – September 12, 2019 – 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 Releases of May 6, 2019 and August 21, 2019, it has completed a first tranche its private placement financing (the “Offering”), pursuant to which it sold 1,089,125 Class A Preference Shares (each, a “Class A Share”) at a price of $0.40 per Class A Share for aggregate gross proceeds of up to $435,650.  The Company intends on completing further tranches.

The Class A Shares carry certain rights and restrictions, which include:

  • a fixed dividend rate which shall accrue on a daily basis (based on a 360 day year consisting of 12 30-day months) at a rate of seven (7%) per annum, which dividends may be paid in cash or in common shares of the Company (each, a “Share”) at the Market Price (as defined in the polices of the TSXV) at the date of such payment;
  • the right to convert the paid up amount of each Class A Share, from time-to-time, into Shares at any time prior to the date that is five (5) years from the date of issuance of the Class A Shares at a conversion price that is equal to $0.33; 
  • voting rights only on matters pertaining to Class A Shares until they are converted to common shares at which time all voting rights attach; and
  • a first priority over all Shares or shares of any other class of the Company as to dividends and upon liquidation.

Subject to the earlier conversion by shareholders and compliance with applicable laws, the Company may, in its discretion at any time, prior to the date that is five (5) years from the date of issuance of the Class A Shares (the “Required Redemption Date”) redeem all of the Class A Shares at a price (the “Redemption Price”) of: (i) $0.468 per Class A Share for the period from the date of issuance (the “Issue Date”) to the date that is the first anniversary of the Issue Date; (ii) $0.536 for the period from the date that is the day after the first anniversary of the Issue Date to the date that is the second anniversary of the Issue Date; (iii) $0.604 for the period from the date that is the day after the second anniversary of the Issue Date to the date that is the third anniversary of the Issue Date; (iv) $0.672 for the period from the date that is the day after the third anniversary of the Issue Date to the date that is the fourth anniversary of the Issue Date; and (v) $0.740 for the period from the date that is the day after the fourth anniversary of the Issue Date and the date that is the fifth anniversary of the Issue Date. On the Required Redemption Date, the Issuer must redeem all remaining outstanding Class A Shares at the Redemption Price, subject to compliance with applicable laws.

The proceeds of the Offering will be used to secure certain regulatory approvals for, and to launch certain products currently in development by the Company and for general working capital purposes.

The Company paid $19,652 cash finder’s fees to one finder. 

All of the Class A Shares issued in this tranche, and any securities into which they may be exchanged or converted, are subject to resale restrictions imposed by applicable law or regulation, a statutory hold period expiring on January 11, 2020. 

Each of Andrew Schutte, Peter Lewis and David Hall (collectively, the “Insiders”) participated in the Offering.  The Insider’s participation constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but each issuance was 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 Class A Shares issued to the related party does not exceed 25% of the Company’s market capitalization.

None of the securities issued in connection with the Offering 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

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 and Shiseido are currently co-developing the product in Japan. 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 CE marked. Please visit www.replicel.com for additional information.

For more information, please 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.

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DISCLAIMER:
The information in these press releases is historical in nature, has not been updated, and is current only to the date indicated in the particular press release. This information may no longer be accurate and therefore you should not rely on the information contained in these press releases. To the extent permitted by law, RepliCel Life Sciences Inc. and its employees, agents and consultants exclude all liability for any loss or damage arising from the use of, or reliance on, any such information, whether or not caused by any negligent act or omission.

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