Financing

Press Release
RepliCel and MainPointe Pharmaceuticals Sign Strategic Investment and Collaboration Agreement
RepliCel and MainPointe Pharmaceuticals Sign Strategic Investment and Collaboration AgreementMainPointe Deal Positions RepliCel for entry...
Press Release
RepliCel Announces a Binding Term Sheet For Strategic Investment and U.S. Partnership
Transaction represents RepliCel's entrance into the US market Investment terms minimize dilution and puts RepliCel...
Press Release
Replicel Announces Extension to Private Placement
VANCOUVER, BC – August 10, 2020 – Replicel Life Sciences Inc. (the "Company" or "Replicel") announces that...
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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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RepliCel and MainPointe Pharmaceuticals Sign Strategic Investment and Collaboration Agreement

MainPointe Deal Positions RepliCel for entry into the U.S. market and significant milestones in Japan

VANCOUVER, BC, CANADA – 25 January 2021 – RepliCel Life Sciences Inc. (OTCPK: REPCF) (TSXV: RP) (FRA:P6P2) (“RepliCel” or the “Company”), a company developing next-generation technologies in aesthetics and orthopedics, announced today it has signed three strategic agreements with MainPointe Pharmaceuticals (\"MainPointe\") headquartered in Louisville, Kentucky (the “Transaction”). These are the definitive agreements contemplated by the Binding Term Sheet signed by the parties and announced in November 2020.  Closing of the Transaction represented in the signed agreements between the parties is subject to approval of the TSX Venture Exchange.

The agreements signed between RepliCel and MainPointe include a Share Purchase Agreement for the purchase of common shares at a price which is equal to the greater of $0.675 per share or the discounted market price per share (as defined in the policies of the TSX Venture Exchange) for a total investment of CAD $2,700,000 spread over an 8-month period. RepliCel’s shares closed market trading yesterday at CAD $0.20 per share. MainPointe has also agreed to pay the costs related to securing FDA approvals to market launch RepliCel's dermal injector and consumables (the “RepliCel Injector Product Line”) in the United States. 

In return for MainPointe’s agreement to pay an over-the-market price for shares of RepliCel plus the FDA approval costs cited above, the parties signed two other agreements: a Royalty Participation Agreement and a Distribution Agreement. The Distribution Agreement provides MainPointe with a limited term, exclusive distribution partnership for the “RepliCel Injector Product Line” in the United States. The Royalty Participation Agreement provides MainPointe with a right to be paid a portion of RepliCel's future royalty revenue stream earned from the sale of RCS-01, RCT-01 and RCH-01 products and any derivatives. 

Management Commentary

\"This investment and commercial partnership with MainPointe represents the next step in management's strategy to secure material investments from long-term partners motivated to enhance RepliCel share value by moving RepliCel programs forward,\" stated President and CEO, R. Lee Buckler.

The Distribution Agreement with MainPointe represents RepliCel's first footprint in the U.S. market and the Company's second distribution partnership for its near-commercial RepliCel Injector Product Line. RepliCel's partner, YOFOTO (China) Health, committed in 2018 to being the distributor of the RepliCel Injector Product Line in Greater China, where it is expected to first launch in Hong Kong after either European or American regulatory approval is obtained and registered in the Chinese territory. This regulatory registration will also trigger a $500,000 milestone payment by YOFOTO to RepliCel. 

The Transaction with MainPointe represents the third strategic partnership secured by RepliCel and second major investment into RepliCel by a co-development and commercial partner. In 2013, RepliCel signed a co-development and licensing transaction with Shiseido Company including $4,000,000 upfront and over $31,000,000 in potential post-commercial milestone and sales royalty payments. In October 2018, YOFOTO invested CDN $5,090,000 in RepliCel by purchasing 5,357,000 common shares at CDN $0.95 per Share along with 1,071,580 share purchase warrants which have now expired. That deal also includes pre-commercial milestone payments of up to CDN $4,750,000, sales royalties, and a commitment by YOFOTO to spend a minimum of CDN $7,000,000 in five years (2018-2022) on the RepliCel programs and associated cell processing manufacturing facility in Greater China.

Primary Deal Terms 

The exclusive distribution rights shall commence upon receipt of regulatory approval to launch the RepliCel Injector Product Line in the U.S. market and continue for a period expiring on the earlier (a) four (4) years, or (b) when MainPointe has earned a minimum return of USD $2,000,000 plus certain defined cost recoveries in gross income from the sale of the products in the RepliCel Injector Product Line.  The Company will have the right, in its discretion, to buy out this exclusivity right for an amount equal to the net-present value of profit to be earned on USD $2,000,000 in gross income.

The royalty right will be equal to (a) 5% of the amounts earned by and paid to the Company from the sale of any of its “NBDS Products” defined as its RCS-01 (NBDS Fibroblast Therapy – Treatment for Aging Skin), RCT-01 (NBDS Fibroblast Therapy – Treatment for Chronic Tendinosis), and any other product which is comprised of the non-bulbar dermal sheath cells patented by the Company, and (b) 20% of the amounts earned by and paid to the Company from the sale of any of its \"DSC Products\" defined as its RCH-01 (DSC Therapy for Treatment Androgenic Alopecia) and any other product which is comprised of the dermal sheath cup cells patented by the Company.  The term of the Royalty Participation Agreement will continue until MainPointe has been paid USD $16,000,000 in royalties, unless it is otherwise terminated pursuant to its terms.  

Closing of the transactions pursuant to the agreements is subject to receipt of approval of the TSX Venture Exchange. 

About the RepliCel (RCI-02) Injector Product Line

The RepliCel Injector Product Line is comprised of a desktop touchscreen control unit wired to a handheld electronic injector wand with a push-button trigger rather than a manual plunger. In addition to offering unparalleled electronic control and consistency of injection depth and dose, the injector includes a cooling element intended to cool the skin to minimize sensation prior to injection. The proprietary consumables include syringe cartridges, liners, and two different multi-needle heads. 

RepliCel management and advisors have engaged key clinical opinion leaders on the identification of high-value market applications for the device including the injection of various substances into the dermal and subcutaneous layers. Such substances include toxins, dermal fillers, drugs, biologics, PRP, fat, and cells. Potential uses for the devices include injections to treat hair loss, hyperhidrosis, migraines, skin aging/damage, skin pigmentation, and wounds, as well as cosmetic procedures such as skin rejuvenation, aesthetic sculpting, and reduction of fine wrinkles. 

Commercial and clinical-grade units of the consumables and injector are now in production. Once these units are available, functional and clinical testing will be launched for the purpose of gathering all necessary data to complete the submission to regulatory agencies seeking marketing approval. Plans are actively underway to pursue regulatory approvals for market launch initially in the United States, Europe, Hong Kong, and Japan to be followed by other markets globally.  

About MainPointe Pharmaceuticals

MainPointe Pharmaceuticals, founded by John Schutte, is one of a portfolio of companies managed by a multi-generational family of healthcare investors and entrepreneurs based in Louisville, Kentucky. Specializing in sales and innovative distribution of consumer health differentiated brands and valued supplements that often utilizes unique technologies to improve patient outcomes and enhance consumer wellness, MainPointe is a company lead by management with more than 50 years of industry experience, established relationships, and superior reputations. MainPointe’s unique access to capital and nimble company structure makes it unique among similar sized pharmaceutical companies. Since its launch in 2017, MainPointe has brought nine products to market in the United States and is aggressively pursuing new products to bring to market.

About RepliCel Life Sciences

Headquarted in Canada with a base of operations in Europe, RepliCel has existing partnerships in Japan and China. 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. 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. 

The commercial rights for RCI-02 have been secured by YOFOTO for Greater China and MainPointe has committed to a limited-term distributorship in the United States. RCH-01 is currently being co-developed with Shiseido Company under exclusive license for certain Asian countries. RCT-01 and RCS-01 is currently being co-developed with YOFOTO (China) Health under exclusive license for Greater China. All RepliCel’s cell therapy product candidates are based on RepliCel’s innovative technology, utilizing cell populations isolated from a patient’s healthy hair follicles. 

For more information, please visit www.replicel.com or 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.

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: that the Transaction with MainPointe will be approved by the TSX Venture Exchange and that the Transaction will be completed, that the Company will receive regulatory approval in Europe or the United States for its dermal injector products and consumables, that the Company will commercialize its dermal injector product line in Europe and the United States, that the Company will complete the final steps needed to prepare for clinical testing of its skin and tendon regeneration cell therapy products in Japan, that the dermal injector products will be launched in the United States, Europe, Hong Kong, Japan and other markets globally.

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: the risk that the Transaction will not be approved by the TSX Venture Exchange; the risk that MainPointe will not complete the investment as agreed; risks related RepliCel’s programs and related infrastructure; 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 regulatory approval for its dermal injector device as anticipated or at all; the risk that there will be delays enrolling clinical trial participants or commencing any clinical or research programs as anticipated or at all; 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; risk that the Company may not obtain any further data from Shiseido; 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, 2019 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.

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    \r\n
  • Transaction represents RepliCel's entrance into the US market
  • \r\n
  • Investment terms minimize dilution and puts RepliCel on-track for US FDA marketing approvals of the RepliCel\r\n Dermal Injector Product Line
  • \r\n
\r\n

VANCOUVER, BC, CANADA – 10 November 2020 – RepliCel Life Sciences Inc. (OTCPK: REPCF) (TSXV:\r\n RP) (FRA:P6P2) (“RepliCel” or the “Company”), a company developing next-generation technologies in aesthetics and\r\n orthopedics, announced today its intent to enter into a strategic partnership with MainPointe Pharmaceuticals\r\n (\"MainPointe\") headquartered in Louisville, Kentucky.

\r\n

The Company has signed a binding term sheet with MainPointe for an investment of CAD $2,700,000 and a limited term\r\n distribution partnership for RepliCel's dermal injector and consumables (the “RepliCel Injector Product Line”) in\r\n the United States. As part of the partnership, MainPointe has agreed to pay all costs related to securing FDA\r\n approvals to launch the RepliCel Injector Product Line in the U.S. market. 

\r\n

The partnership with MainPointe would represent RepliCel's first footprint in the U.S. market and the Company's\r\n second distribution partnership for its near-commercial RepliCel Injector Product Line. RepliCel's partner, YOFOTO\r\n (China) Health is committed to being the distributor of the RepliCel Injector Product Line in Greater China, where it\r\n will first launch in Hong Kong after either European or American regulatory approval is obtained and registered in the\r\n Chinese territory.  This regulatory registration will also trigger a $500,000 milestone payment to RepliCel.

\r\n

Lee Buckler, CEO of RepliCel commented, \"We are very pleased with the opportunity this partnership with a\r\n US-based shareholder and experienced healthcare distributor represents. The injection of capital from MainPointe\r\n will finance both the European and U.S. commercialization of our Dermal Injector Product Line, as well as completing\r\n the final steps needed to prepare for clinical testing of our skin and tendon regeneration cell therapy products in\r\n Japan. In combination with YOFOTO’s product development activity in China, we believe this represents a very\r\n significant series of milestones over the coming months.\" 

\r\n

John Schutte, CEO of MainPointe commented, \"As a serial healthcare entrepreneur, an investor, and the founder CEO\r\n of MainPointe Pharmaceuticals, I am proud of our track record in identifying high-value products which are backed by\r\n great science and positioned for our team’s regulatory and sales expertise in commercial value creation. Our\r\n long-term experience with the FDA has allowed us to bring a wide variety of healthcare products to market in the\r\n United States and drive phenomenal year-over-year sales growth with early-stage and novel products. The RepliCel\r\n investment and distribution partnership represents an exciting opportunity for MainPointe Pharmaceuticals to move\r\n into the fast-growing spaces of regenerative medicine and next-generation injection delivery technology.\"

\r\n

Primary Deal Terms 

\r\n

In consideration for an investment of CAD $2,700,000 and the payment of all costs related to obtaining FDA approval\r\n for Company's dermal injector and consumables, RepliCel has agreed to issue MainPointe up to an aggregate of four (4)\r\n million common shares, a right to participate in RepliCel's royalty revenue stream up to a defined ceiling, and\r\n certain distribution rights of RepliCel Injector Product Line in the United States.  The investment will be made\r\n as to CAD $500,000 within five (5) days of receipt of conditional approval from the TSX Venture Exchange, CAD $500,000\r\n by December 15, 2020, CAD $700,000 by January 21, 2021, CAD $700,000 by April 21, 2021 and CAD $300,000 by August 21,\r\n 2021.  The common shares will be priced at the greater of CAD $0.675 or the Discounted Market Price as such term\r\n is defined in the Policies of the TSX Venture Exchange.

\r\n

The royalty right will be equal to (a) 5% of the amounts earned by and paid to the Company from the sale of any of\r\n its “NBDS Products” defined as its RCS-01 (NBDS Fibroblast Therapy – Treatment for Aging Skin), RCT-01 (NBDS\r\n Fibroblast Therapy – Treatment for Chronic Tendinosis), and any other product which is comprised of the non-bulbar\r\n dermal sheath cells patented by the Company, and (b) 20% of the amounts earned by and paid to the Company from the\r\n sale of any of its \"DSC Products\" defined as its RCH-01 (DSC Therapy for Treatment Androgenic Alopecia) and any other\r\n product which is comprised of the dermal sheath cup cells patented by the Company.  

\r\n

In consideration for paying all expenses required to obtain regulatory approval for the RepliCel Injector Product\r\n Line, the exclusive distribution rights shall commence upon receipt of regulatory approval to launch the RepliCel\r\n Injector Product Line in the U.S. market for a period expiring on the earlier (a) four (4) years, or (ii) when\r\n MainPointe has earned USD $2,000,000 in gross income from the sale of the products in the RepliCel Injector Product\r\n Line.  The Company will have the right, in its discretion, to buy out this exclusivity right for an amount equal\r\n to the net-present value of profit to be earned on USD $2,000,000 in gross income.

\r\n

Closing of the transactions contemplated under the binding term sheet is conditional on the parties entering into\r\n definitive agreements and receipt of regulatory approval.

\r\n

About the RepliCel (RCI-02) Injector Product Line

\r\n

The RepliCel Injector Product Line is comprised of a desktop touchscreen control unit wired to a handheld electronic\r\n injector wand with a push-button trigger rather than a manual plunger. In addition to offering unparalleled electronic\r\n control and consistency of injection depth and dose, the injector includes a cooling element intended to cool the skin\r\n to minimize sensation prior to injection. The proprietary consumables include two different multi-needle heads,\r\n syringe cartridges, and liners. 

\r\n

RepliCel management and advisors have engaged key clinical opinion leaders on the identification of high-value market\r\n applications for the device including the injection of various substances into the dermal and subcutaneous layers.\r\n Such substances include toxins, dermal fillers, drugs, biologics, PRP, fat, and cells. Potential uses for the devices\r\n include injections to treat hair loss, hyperhidrosis, migraines, skin aging/damage, skin pigmentation, and wounds, as\r\n well as cosmetic procedures such as skin rejuvenation, aesthetic sculpting, and reduction of fine wrinkles.

\r\n

Commercial and clinical-grade units of the consumables and injector are now in production. Once these units are\r\n available, functional and clinical testing will be launched for the purpose of gathering all necessary data to\r\n complete the submission to regulatory agencies seeking marketing approval. Plans are actively underway to pursue\r\n regulatory approvals for market launch initially in the United States, Europe, Hong Kong, and Japan to be followed by\r\n other markets globally.  

\r\n

About MainPointe Pharmaceuticals

\r\n

MainPointe Pharmaceutics is owned and managed by a multi-generational family of healthcare investors and\r\n entrepreneurs who founded the company. Specializing in sales and innovative distribution of consumer health\r\n differentiated brands and valued supplements that often utilizes unique technologies to improve patient outcomes and\r\n enhance consumer wellness, MainPointe is a company lead by management with more than 50 years of industry experience,\r\n established relationships, and superior reputations. MainPointe’s unique access to capital and nimble company\r\n structure makes it unique among similar sized pharmaceutical companies. Since its launch in 2017, MainPointe has\r\n brought nine products to market in the United States and is aggressively pursuing new products to bring to market.

\r\n

About RepliCel Life Sciences

\r\n

Headquarted in Canada with a base of operations in Europe, RepliCel has existing partnerships in Japan and China.\r\n RepliCel is a regenerative medicine company focused on developing cell therapies for aesthetic and orthopedic\r\n conditions affecting what the Company believes is approximately one in three people in industrialized nations,\r\n including aging/sun-damaged skin, pattern baldness, and chronic tendon degeneration.  These conditions, often\r\n associated with aging, are caused by a deficit of healthy cells required for normal tissue healing and function. \r\n

\r\n

The Company’s product pipeline is comprised of RCT-01 for tendon repair, RCS-01 for skin rejuvenation, and RCH-01 for\r\n hair restoration. RepliCel has also developed a proprietary injection device, RCI-02, optimized for the administration\r\n of its products and licensable for use with other dermatology applications. RCH-01 is currently being co-developed\r\n with, and under exclusive license by, Shiseido for certain Asian countries. All product candidates are based on\r\n RepliCel’s innovative technology, utilizing cell populations isolated from a patient’s healthy hair follicles. \r\n

\r\n

For more information, please visit www.replicel.com or contact:
 Lee Buckler, CEO and\r\n President
 604-248-8693

\r\n

info@replicel.com

\r\n

\r\n

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX\r\n Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

\r\n

This press release contains forward-looking statements and information that involve various risks and uncertainties\r\n regarding future events, including, but not limited to, statements regarding: that MainPointe will complete its\r\n investment, that the Company will receive regulatory approval in Europe or the United States for its dermal injector\r\n products and consumables, that the Company will commercialize its dermal injector product line in Europe and the\r\n United States, that the Company will complete the final steps needed to prepare for clinical testing of its skin and\r\n tendon regeneration cell therapy products in Japan, that the dermal injector products will be launched in the United\r\n States, Europe, Hong Kong, Japan and other markets globally.

\r\n

These statements are only predictions and involve known and unknown risks which may cause actual results and the\r\n Company’s plans and objectives to differ materially from those expressed in the forward-looking statements,\r\n including: risks related YOFOTO spending the required amounts on RepliCel’s programs and related\r\n infrastructure over the next 5 years in Greater China; risks that the Company’s products may not\r\n perform as, or have the benefits, expected; risks that the Company’s\r\n products may not be accepted and adopted by the public; the risk that the Company will not\r\n obtain CE mark clearance for its dermal injector device as anticipated or at all; the risk that there will be\r\n delays enrolling clinical trial participants or commencing any clinical or research programs as anticipated or at\r\n all; the risk that the Company will receive negative results from the Company’s clinical trials; the effects of\r\n government regulation on the Company’s business; risk that the Company may not obtain any further data from\r\n Shiseido; risks associated with the Company obtaining all necessary regulatory approvals for its various programs;\r\n risks associated with the Company’s ability to obtain and protect rights to its intellectual property; risks and\r\n uncertainties associated with the Company’s ability to raise additional capital; and other factors beyond the\r\n Company’s control. Although the Company believes that the expectations reflected in the forward-looking statements\r\n are reasonable, it cannot guarantee future results, levels of activity or performance. Further, any forward-looking\r\n statement speaks only as of the date on which such statement is made and, except as required by applicable law, the\r\n Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after\r\n the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge\r\n from time to time, and it is not possible for management to predict all of such factors and to assess in advance the\r\n impact of such factors on the Company’s business or the extent to which any factor, or combination of factors, may\r\n cause actual results to differ materially from those contained in any forward-looking statement. Readers should\r\n consult all of the information set forth herein and should also refer to the risk factor disclosure outlined in the\r\n Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019 and other periodic reports filed\r\n from time-to-time with the Securities and Exchange Commission on Edgar at www.sec.gov and with the British Columbia\r\n Securities Commission on SEDAR at www.sedar.com.

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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": 5 }, "Params": { "type": "module", "source": "Blog Post", "layout": "List", "displayPagination": "true", "filterBy": "itemtags", "limit": "20", "filterValue": "Financing", "sortBy": "releasedate", "sortOrder": "DESC", "collectionVariable": "posts" }, "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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Please note that any opinion, estimates or forecasts made by the authors of these statements are theirs alone and do not represent opinions, forecasts or predictions of RepliCel Life Sciences Inc. or its management. RepliCel Life Sciences Inc. does not, by its reference or distribution of these links imply its endorsement of, or concurrence with, such information, conclusions or recommendations.