Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2021 | Jun. 27, 2022 | |
Document Information [Line Items] | ||
Entity Registrant Name | REPLICEL LIFE SCIENCES INC. | |
Entity Central Index Key | 0001205059 | |
Document Period End Date | Dec. 31, 2021 | |
Document Type | 20-F/A | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | true | |
Amendment Description | The purpose of this Amendment No. 1 to RepliCel Life Sciences Inc. Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on June 29, 2022 (the “Form 20-F”), is to address the comments received from the Securities and Exchange Commission on the Report of Independent Registered Public Accounting Firm, the Notes to the Financial Statements to include the date the board of directors approved the Financial Statements and to remove the explanation that the audit committee reviews the auditor’s opinion on the adequacy of internal controls and quality of financial reporting. A revised Report of Independent Registered Public Accounting Firm and revised Notes have been included with this amendment and changes have been made to Item 6 – Directors, Senior Management and Employees C. Board Practices. All other information remains the same. | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 42,749,565 | |
Entity Filer Category | Non-accelerated Filer | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Registration Statement | false | |
Document Shell Company Report | false | |
Entity File Number | 000-50112 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Well Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Address, Address Line One | Suite 900 - 570 Granville Street | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | BC | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | V6C 3P1 | |
Contact Personnel Fax Number | (604) 248-8690 | |
Document Accounting Standard | International Financial Reporting Standards | |
Auditor Name | BDO Canada LLP | |
Auditor Location | Vancouver, British Columbia | |
Auditor Firm ID | 1227 | |
Business Contact [Member] | ||
Document Information [Line Items] | ||
Contact Personnel Name | Lee Buckler, | |
City Area Code | 604 | |
Local Phone Number | 248-8730 | |
Entity Address, Address Line One | Suite 900 - 570 Granville Street | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | BC | |
Entity Address, Postal Zip Code | V6C 3P1 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - CAD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 221,188 | $ 34,363 |
Guaranteed investment certificate | 17,250 | 17,250 |
Sales taxes recoverable | 25,867 | 28,243 |
Prepaid expenses and deposits | 93,363 | 70,460 |
Contract asset | 35,374 | 35,374 |
Total current assets | 393,042 | 185,690 |
Non-current assets | ||
Contract Asset | 195,475 | 230,847 |
Equipment | 3,277 | 4,425 |
Total assets | 591,794 | 420,962 |
Current liabilities | ||
Accounts payable and accrued liabilities | 708,563 | 1,320,220 |
Contract liability | 353,735 | 353,735 |
Preference shares | 611,386 | 517,773 |
Promissory note | 0 | 47,299 |
Total current liabilities | 1,673,684 | 2,239,027 |
Non-current liabilities | ||
CEBA loan payable | 34,255 | 28,727 |
Deferred government grant income | 8,454 | 11,273 |
Put liability | 1,113,853 | 894,617 |
Contract liability | 1,954,746 | 2,308,484 |
Royalty payable | 2,649,181 | 0 |
Total liabilities | 7,434,173 | 5,482,128 |
Shareholders' deficiency | ||
Common shares | 30,291,486 | 28,471,140 |
Contributed surplus | 5,097,777 | 4,626,021 |
Accumulated deficit | (42,231,642) | (38,158,327) |
Total shareholders' deficiency | (6,842,379) | (5,061,166) |
Total liabilities and shareholders' deficiency | $ 591,794 | $ 420,962 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Licensing fees | $ 353,735 | $ 353,735 | $ 353,735 |
Expenses | |||
Research and development | 1,149,170 | 819,403 | 2,196,364 |
General and administrative | 1,505,873 | 884,704 | 1,084,212 |
Loss before other items | (2,301,308) | (1,350,372) | (2,926,841) |
Other items: | |||
Accretion and dividends on preference shares | (141,350) | (68,486) | (33,289) |
Accretion on CEBA loan | (5,528) | 0 | 0 |
Accretion on put liability | (219,236) | (176,085) | (141,427) |
Accretion on royalty payable | (732,069) | 0 | 0 |
Foreign exchange loss | (45,741) | (8,605) | (9,997) |
Gain on debt settlement | 31,137 | 800 | 107,395 |
Government grant income | 2,819 | 22,105 | 0 |
Loss on re-measurement of derivative liability | (662,108) | 0 | 0 |
Interest income | 69 | 358 | 0 |
Net and comprehensive loss | $ (4,073,315) | $ (1,580,285) | $ (3,004,159) |
Basic and diluted loss per share | $ (0.13) | $ (0.06) | $ (0.12) |
Weighted average shares outstanding | 32,486,770 | 26,961,067 | 24,107,122 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ (4,073,315) | $ (1,580,285) | $ (3,004,159) |
Add items not involving cash: | |||
Accretion and accrued dividends | 141,350 | 68,486 | 33,289 |
Accretion on CEBA loan | 5,528 | 0 | 0 |
Accretion on royalty payable | 732,069 | 0 | 0 |
Amortization of contract asset | 35,372 | 35,374 | 35,374 |
Accretion of put liability | 219,236 | 176,085 | 141,427 |
Government grant income | 0 | (31,273) | 0 |
Revenue from contract liability | (353,738) | (353,735) | (353,735) |
Loss on re-measurement of derivative liability | 662,108 | 0 | 0 |
Depreciation | 1,148 | 1,574 | 2,168 |
Gain on debt settlement | (31,137) | (800) | (107,395) |
Stock-based compensation | 471,756 | 3,397 | 26,275 |
Changes in non-cash working capital balances: | |||
Sales taxes recoverable | 2,376 | (11,719) | 32,980 |
Prepaid expenses and deposits | (22,903) | 58,210 | 382,071 |
Accounts payable and accrued liabilities | (300,890) | 858,207 | 29,865 |
Deferred government grant | (2,819) | 11,273 | 0 |
Net cash used in operating activities | (2,513,859) | (765,206) | (2,781,840) |
Investing activities | |||
Redemption (Purchase) of guaranteed investment certificate | 0 | 11,500 | (28,750) |
Net cash provided by (used in) investing activities | 0 | 11,500 | (28,750) |
Financing activities | |||
Gross proceeds from Mainpointe Investment | 2,698,884 | 0 | 0 |
Proceeds from exercise of share purchase warrants | 1,800 | 0 | 0 |
CEBA loan | 0 | 60,000 | 0 |
Gross proceeds on issuance of common shares | 0 | 656,840 | 0 |
Promissory note issued | 0 | 47,299 | 0 |
Issuance of preference shares net of issuance costs | 0 | 0 | 415,998 |
Net cash provided by financing activities | 2,700,684 | 764,139 | 415,998 |
Increase (Decrease) in cash and cash equivalents during the year | 186,825 | 10,434 | (2,394,592) |
Cash and cash equivalents, beginning of the year | 34,363 | 23,929 | 2,418,521 |
Cash and cash equivalents, end of the year | $ 221,188 | $ 34,363 | $ 23,929 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Deficiency) - CAD ($) | Common Stock [Member] | Contributed Surplus [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2018 | $ 27,077,001 | $ 4,596,349 | $ (33,573,883) | $ (1,900,533) |
Beginning Balance (shares) at Dec. 31, 2018 | 23,228,596 | |||
Common shares issued - Note 12 (b) iv) | $ 257,187 | 257,187 | ||
Common shares issued - Note 12 (b) iv) (shares) | 735,904 | |||
Common shares issued - Note 12 (b) iii) | $ 195,343 | 195,343 | ||
Common shares issued - Note 12 (b) iii) (shares) | 751,318 | |||
Stock-based compensation (Note 12 (e)) | 26,275 | 26,275 | ||
Net loss for the year | (3,004,159) | (3,004,159) | ||
Ending Balance at Dec. 31, 2019 | $ 27,529,531 | 4,622,624 | (36,578,042) | (4,425,887) |
Ending Balance (shares) at Dec. 31, 2019 | 24,715,818 | |||
Common shares issued - Note 12 (b) i) | $ 656,840 | 656,840 | ||
Common shares issued - Note 12 (b) i) (shares) | 3,649,110 | |||
Common shares issued - Note 12 (b) ii) | $ 256,769 | 256,769 | ||
Common shares issued - Note 12 (b) ii) (shares) | 1,426,491 | |||
Common shares issued - Note 12 (b) ii) | $ 28,000 | 28,000 | ||
Common shares issued - Note 12 (b) ii) (shares) | 160,000 | |||
Stock-based compensation (Note 12 (e)) | 3,397 | 3,397 | ||
Net loss for the year | (1,580,285) | (1,580,285) | ||
Ending Balance at Dec. 31, 2020 | $ 28,471,140 | 4,626,021 | (38,158,327) | (5,061,166) |
Ending Balance (shares) at Dec. 31, 2020 | 29,951,419 | |||
Common shares issued - Mainpointe | $ 1,459,445 | 1,459,445 | ||
Common shares issued - Mainpointe (shares) | 3,986,684 | |||
Common shares issued - warrant exercised | $ 1,800 | 1,800 | ||
Common shares issued - warrant exercised (shares) | 5,000 | |||
Common shares issued - shares for debt | $ 311,364 | 311,364 | ||
Common shares issued - shares for debt (shares) | 889,612 | |||
Common shares issued - dividends on preference shares | $ 47,737 | 47,737 | ||
Common shares issued - dividends on preference shares (shares) | 126,492 | |||
Stock-based compensation (Note 12 (e)) | 471,756 | 471,756 | ||
Net loss for the year | (4,073,315) | (4,073,315) | ||
Ending Balance at Dec. 31, 2021 | $ 30,291,486 | $ 5,097,777 | $ (42,231,642) | $ (6,842,379) |
Ending Balance (shares) at Dec. 31, 2021 | 34,959,207 | 34,959,207 |
Corporate Information
Corporate Information | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Detailed Information About Corporate Information [Abstract] | |
Corporate Information [Text Block] | 1. Corporate Information RepliCel Life Sciences Inc. (the "Company" or "RepliCel") was incorporated under the Ontario Business Corporations Act RepliCel is a regenerative medicine company focused on developing autologous cell therapies that treat functional cellular deficits including chronic tendon injuries, androgenetic alopecia and skin aging. The address of the Company's corporate office and principal place of business is Suite 900 - 570 Granville Street, Vancouver, BC, V6C 3P1. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about Basis of Presentation [Abstract] | |
Basis of Presentation [Text Block] | 2. Basis of Presentation These consolidated financial statements for the year-ended December 31, 2021 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements for the years ended December 31, 2021, 2020 and 2019 were authorized for issue by the Board of Directors on June 28, 2022. Subsidiaries are entities controlled by RepliCel. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. The accompanying consolidated financial statements include the account of RepliCel Life Sciences Inc. and its wholly-owned subsidiary, Trichoscience Innovations Inc. ("Trichoscience"). The consolidated financial statements are presented in Canadian dollars, which is also the Company's functional currency, unless otherwise indicated. The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgment of complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. a) Continuance of Operations These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. At December 31, 2021, the Company is in the research stage, has accumulated losses of $42,231,642 since its inception and expects to incur further losses in the development of its business. The Company incurred a consolidated net loss of $4,073,315 during the year ended December 31, 2021. The Company will require additional funding to continue its research and development activities which may not be available, or available on acceptable terms. This will result in material uncertainties which cast substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has a plan in place to address this concern and intends to obtain additional funds by equity financing to the extent there is a shortfall from operations. While the Company is continuing its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations. See Note 20 - Events after the Reporting Date. If the going concern assumptions were not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported net loss and the financial position classifications used. |
Critical Accounting Estimates a
Critical Accounting Estimates and Judgements | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about Critical Accounting Estimates and Judgements [Abstract] | |
Critical Accounting Estimates and Judgements [Text Block] | 3. Critical Accounting Estimates and Judgements RepliCel makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both. Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the amounts reported in these financial statements are discussed below: Share Based Payments The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating the fair value for share-based payment transactions are disclosed in Note 12(d). Revenue Recognition The Company applies the five-step model to contracts when it is probable that the Company will collect the consideration that it is entitled to in exchange for the goods and services transferred to the customer. For collaborative arrangements that fall within the scope of IFRS 15, the Company applies the revenue recognition model to part or all of the arrangement, when deemed appropriate. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of IFRS 15, to identify distinct performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. Significant judgment is involved in determining whether the transaction price allocated to the license fee should be recognized over the collaboration period or at the inception of the contract and the time period over which revenue is to be recognized. To determine the price of Licensing and Collaboration Agreement (See Note 7 - Licensing and Collaboration Agreement - YOFOTO (China) Health Industry Co. Ltd.), the Company has to use judgment and make estimates in assessing the value assigned to the put options and of the warrants as attached to the placement (see Note 7 and 12). Preference Shares Replicel made estimates on the issuance of preference shares which are compound instruments that consist of both an equity and a liability component. Due to required redemption RepliCel preference shares were classified as liability. Management was required to make estimates to determine the fair value of the components of the preference share issuance at the date that it is issued. The Company also needed to make estimates on the effective interest on preference shares to calculate the amounts payable on redemption and inclusive of dividends. Put Liability Replicel made estimates on the issuance of the put liability disclosed in Note 7. The put liability is a financial liability recorded initially at the present value of the potential exercise price of the put. Management is required to make an estimate to determine the effective interest rate to appropriately discount the potential exercise price over the term of the put liability to its fair value at issuance. Subsequent to its initial recording, the put liability is accreted up to the full face value at the end of the term of the agreement. Derivative Liability Replicel made estimates in determining the fair value of the derivative liability disclosed in Note 8. The obligation to issue common shares to Mainpointe at an agreed price at a future date is a derivative liability accounted for at FVTPL. The fair value of this derivative liability has been estimated based on the difference between the market value of the Company's shares to be issued under this arrangement at the reporting date compared to the agreed price of such shares. The derivative liability is fair valued at each measurement date until its settlement. Royalty Payable Replicel makes estimates of the expected timing of the payment of royalties as part of the three strategic agreements signed with Mainpointe Pharmaceuticals LLC ("Mainpointe"). Under this royalty arrangement, RepliCel has provided Mainepointe with a right to participate in RepliCel's royalty revenue stream up to a maximum payout of $16 million US and certain distribution rights of RepliCel Injector Product Line in the United States. Management is required to make an estimate to determine the timing of the Company's royalty revenue stream up to $16 million US. Income Taxes Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company's current understanding of the tax law. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities. In addition, the Company will recognize deferred tax assets relating to tax losses carried forward to the extent there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies [Text Block] | 4. Summary of Significant Accounting Policies The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements. a) Cash and cash equivalents Cash and cash equivalents include cash on hand with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. b) Guaranteed investment certificate Guaranteed investment certificate, bearing interest at 2.2%, matured on January 13, 2021 and was reinvested, bearing interest at 2.2% maturing on January 19, 2022. This was further renewed with a maturity date of January 19, 2023. c) Equipment Recognition and Measurement On initial recognition, equipment is valued at cost, being the purchase price and directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognized within provisions. Equipment is subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. Gains and Losses Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount and are recognized net within other income in profit or loss. Depreciation Depreciation and amortization rates applicable to each category of equipment on a declining basis are as follows: Furniture and equipment 20% Computer equipment 30% Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. d) Impairment of Non-Financial Assets Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amounts, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets. The Company has one cash-generating unit for which impairment testing is assessed. An impairment loss is charged to the profit or loss, except to the extent it reverses gains previously recognized in other comprehensive loss/income. e) Revenue IFRS 15 - Revenue from Contracts with Customers applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. In accordance with IFRS 15, the Company recognizes revenue when the Company's customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expect to receive in exchange for those goods or services. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of IFRS 15, to identify distinct performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. For collaborative arrangements that fall within the scope of IFRS 15, the Company applies the revenue recognition model to part or all of the arrangement, when deemed appropriate. In 2018, the Company entered into a license and collaboration agreement that falls within the scope of IFRS 15. Promised deliverables within this agreement may include grants of licenses, or options to obtain licenses, to our intellectual property, and participation on joint research and/or development committees. The terms of these agreements typically include one or more of the following types of payments to the Company: Licenses of intellectual property including platform technology access: distinct from other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the related revenue recognition accordingly. Milestone payments: At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment. The process of successfully achieving the criteria for the milestone payments is highly uncertain. Consequently, there is a significant risk that the Company may not earn all of the milestone payments from each of its strategic partners. Research and development milestones in the Company's collaboration agreements may include some, but not necessarily all, of the following types of events: • initiation of Phase 2 clinical trials; and • achievement of certain other technical, scientific or development criteria. Regulatory milestone payments may include the following types of events: • filing of regulatory applications for marketing approval in the Licensed Territories; and • marketing approval in major markets in the Licensed Territories. Royalties and commercial milestones: If the expectation at contract inception is such that the period between payment by the licensee and the completion of related performance obligations will be one year or less, the Company assumes that the contract does not have a significant financing component. f) Basic and Diluted Loss per Share Basic loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the relevant period. Diluted earnings/loss per common share is computed by dividing the net income or loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted. The number of shares potentially issuable at December 31, 2021 that were not included in the computation of loss per share since their inclusion would have been anti-dilutive due to a loss in the periods presented. The total number of shares potentially issuable are 4,644,555 (2020: 3,554,555; 2019: 5,623,184) consisting of 2,825,000 (2020: 1,730,000; 2019: 1,830,000) outstanding stock options and 1,819,555 (2020:1,824,555; 2019: 3,793,183) warrants. g) Income Taxes Income tax expense is comprised of current and deferred tax. Current and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss/income. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date. Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: the initial recognition of goodwill; the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: the same taxable group company; or different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. h) Scientific research and development credit and government grants Scientific research and development credits are received on expenditure and are generally deducted in arriving at the carrying amount of the asset purchased. Grants relating to expenditure are recorded in other income when received. Government grants are assistance by government agencies in the form of transfers of resources to an entity in return for past or future compliance with certain conditions related to the operating activities of the entity. Grants from the government are recognized at the fair value where there is reasonable assurance that the grant will be received, and the Company will comply with all attached conditions. Government grants related to costs are deferred, if applicable, and recognized in profit or loss on a systematic basis in the periods in which the expenses are recognized. i) Foreign Currency Translation The financial statements are presented in Canadian dollars, which is also the functional currency. At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the year-end date, unsettled monetary assets and liabilities are translated into Canadian dollars by using the exchange rate in effect at the year-end date and the related translation differences are recognized in net income. Non-monetary assets and liabilities that are measured at historical cost are translated into Canadian dollars by using the exchange rate in effect at the date of the initial transaction and are not subsequently restated. Non-monetary assets and liabilities that are measured at fair value or a re-valued amount are translated into Canadian dollars by using the exchange rate in effect at the date the value is determined and the related translation differences are recognized in net income or other comprehensive loss consistent with where the gain or loss on the underlying non-monetary asset or liability has been recognized. j) Share-based Payments The Company has adopted a stock option plan as described in (Note 12(c)). In addition, certain of the Company's founders have entered into option agreements with consultants and employees of the Company. Employees (including senior executives) of the Company receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions). Equity-settled transactions The cost of equity-settled transactions is recognized, together with a corresponding increase in contributed surplus in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized as stock-based compensation expense (Note 12(e)). No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. All cancellations of equity-settled transaction awards are treated equally. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. Cash-settled transactions The cost of cash-settled transactions is measured initially at fair value at the grant date using a binomial model. This fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is re-measured to fair value at each reporting date up to and including the settlement date, with changes in fair value recognized as employee benefits expense. k) Leases All leases are accounted for by recognizing a right-of-use asset in equipment and a lease liability except for leases of low value assets and leases with a duration of 12 months or less. There were no lease liabilities or right-of-use assets recognized as at December 31, 2021. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless this is not readily determinable, in which case the Company's incremental borrowing rate on commencement of the lease is used. The Company determines its incremental borrowing rate as the rate of interest it would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Variable lease payments are expensed in the period to which they relate. Further, lease terms are based on assumptions regarding extension terms that allow for operational flexibility and favorable future market conditions. Subsequent to initial measurement, lease liabilities increase as a result of interest at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset, whichever is shorter. l) Financial Instruments Non-Derivative Financial Assets The Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI") or at amortized cost. The classification depends on the purpose for which the financial assets are acquired. Management determines the classification of its financial assets at initial recognition. Measurement and classification of financial assets is dependent on the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. Financial Assets at FVTPL Financial Assets at FVTOCI Financial Assets as Amortized costs Financial assets are derecognized when they mature or are sold, and subsequently all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized in the income statement. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income. Cash and cash equivalents and guaranteed investment certificates are classified under financial assets measured at amortized cost. Financial Liabilities The Company measures all its financial liabilities as subsequently measured at amortized cost. Financial liabilities are recognized initially at fair value, net of transaction costs incurred and are subsequently measured at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit and loss over the period to maturity using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where applicable, a shorter period. Accounts payable and accrued liabilities, CEBA loan payable, promissory note, put liability, royalty payable and preference shares are classified as financial liabilities measured at amortized cost. The Company recognized a put liability initially at an estimate of its fair value. The financial liability is measured at amortized cost and is accreted over the term of the put liability based on its effective interest rate. In terms of preference shares, the Company recognized initially at face value and as at December 31, 2020, recorded the accretion based on 5 years. No amount was bifurcated to the equity conversion option on initial recognition. The financial instrument is measured at amortized cost. Given the Company has an obligation to redeem the preference shares in 5 years at $0.74/share, the effective interest was accreted for the redemption amount and accrued cumulative dividends that will be settled in the future. Impairment of financial assets at amortized cost The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial adoption, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For other receivables, the Company applies the simplified approach to providing the expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on the financial assets carried at amortized cost are reversed in subsequent periods. If the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. Given the nature and balances of the Company's receivables and the financial assets the Company has no material loss allowance as at December 31, 2021 and 2020. m) Share Capital Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares, share options and warrants not denominated in a foreign currency are classified as equity instruments. Incremental costs directly attributable to the issue of new shares, warrants, or options are shown in equity as a deduction, net of tax, from the proceeds. The Company's common shares are classified as equity instruments. |
Accounting Standards, Amendment
Accounting Standards, Amendments and Interpretations | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about Accounting Standards, Amendments and Interpretations [Abstract] | |
Accounting Standards, Amendments and Interpretations [Text Block] | 5. Accounting Standards, Amendments and Interpretations New Standards, Amendments and Interpretations Effective for the first time There were no new standards, interpretations and amendments effective from January 1, 2021 that had a material impact on these consolidated financial statements. New Standards, Amendments and Interpretations Not Yet Effective Certain pronouncements were issued by the IASB or the IFRS Interpretations Committee that are not mandatory until accounting periods beginning on or after January 1, 2021. They have not been early adopted in these consolidated financial statements, and are expected to affect the Company in the period of initial application. The Company intends to apply these standards from application date as indicated below: IAS 1 - Classification of liabilities as current or non-current IAS 1 has been revised to i) clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the "right" to defer settlement by at least 12 months and make explicit that only rights in place "at the end of the reporting period" should affect the classification of a liability; ii) clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and iii) make clear that settlement refers to the transfer to the counterparty of cash, equity instrument. The amendments are effective for the reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company is currently evaluating the impact this standard is expected to have on its future consolidated financial statements. There are no other IFRS or IFRIC Interpretations that are not yet effective that would be expected to have a material impact on the Company. |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Equipment [Text Block] | 6. Equipment Furniture and Computer Total Cost: At December 31, 2020 $ 14,249 $ 41,751 $ 56,000 Additions - - - Disposals - - - At December 31, 2021 14,249 41,751 56,000 Depreciation: At December 31, 2020 12,447 39,128 51,575 Depreciation 361 787 1,148 At December 31, 2021 12,808 39,915 52,723 Net book value at December 31, 2021 $ 1,441 $ 1,836 $ 3,277 Furniture and Computer Total Cost: At December 31, 2019 $ 14,249 $ 41,751 $ 56,000 Additions - - - Disposals - - - At December 31, 2020 14,249 41,751 56,000 Depreciation: At December 31, 2019 11,996 38,005 50,001 Depreciation 451 1,123 1,574 At December 31, 2020 12,447 39,128 51,575 Net book value at December 31, 2020 $ 1,802 $ 2,623 $ 4,425 |
Licensing and Collaboration Agr
Licensing and Collaboration Agreement - YOFOTO (China) Health Industry Co. Ltd. | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about Licensing and Collaboration Agreement [Abstract] | |
Licensing and Collaboration Agreement - YOFOTO (China) Health Industry Co. Ltd. [Text Block] | 7. Licensing and Collaboration Agreement - YOFOTO (China) Health Industry Co. Ltd. On July 10, 2018, the Company signed a definitive Licensing and Collaborative Agreement with YOFOTO (China) Health Industry Co. Ltd. ("YOFOTO") to commercialize three of RepliCel's programs in Greater China subject to certain Canadian and Chinese approvals (the "Transaction"). The Transaction represents an investment in RepliCel by YOFOTO with milestone payments, minimum program funding commitments, and sales royalties in exchange for an exclusive 15-year license to three of RepliCel products for Greater China (Mainland China, Hong Kong, Macau and Taiwan) (the "Territory"). As part of the transaction, YOFOTO invested CDN $5,090,005 in a private placement of RepliCel common shares at CDN $0.95 per share that included 20% warrant coverage with each warrant exercisable at CDN $0.95 per share for a period of two years. The warrants have not yet been exercised (Note 13). The transaction structure also included 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 on the RepliCel programs and associated cell processing manufacturing facility over the five-year period commencing on July 10, 2018 in Greater China pursuant to a License and Collaboration Agreement. The License and Collaboration Agreement contains a provision permitting YOFOTO to put up to 2/3 of the shares issued in YOFOTO's initial investment back to the Company under certain conditions until January, 2027. As part of the Transaction, the Company granted YOFOTO certain financing participation rights along with a board seat nomination. Upon YOFOTO meeting certain defined conditions, relevant Chinese patents, once issued in China, will be assigned to a YOFOTO-owned Canadian subsidiary, with detailed assignment reversion rights upon failure to meet defined targets. At the date of these financial statements, no such Chinese patents have been assigned to YOFOTO. On October 9, 2018, the $5,090,005 private placement was closed and the Company issued YOFOTO 5,357,900 RepliCel common shares which represented 19.9% of RepliCel's then-issued common shares. In association with the YOFOTO deal, the Company agreed to pay a finders/success fee of ten percent (10%) of any upfront fees received by the Company and consequently, a fee of $509,001 was paid in this respect. In addition, the Company will be paying a success fee of five percent (5%) of any milestone fees and royalty fees received by the Company as a result of this License Agreement. Contract Asset The finders/success fee paid in connection with the YOFOTO Licensing and Collaboration Agreement of $509,001 was incurred to secure the YOFOTO License and Collaboration Agreement as well as to close the related private placement. Consequently, the $509,001 finders/success fee was accounted for as a contract asset, a share issuance cost and a cost incurred in connection with the put obligation. The $509,001 fee was allocated between contract costs, share issuance costs and as an offset to the fair value of the related warrants and as an offset to the fair value of the put liability. The finders/success fee was allocated based on the relative fair values of these four items. The contract asset is being amortized over the same period of time that the Company recognizes the upfront license revenue. Contract liability The proceeds of $5,090,005 from the placement was allocated based on the fair values of: the common shares that were not subject to the put - $715,280 ($794,755 less costs of $79,476); the 1,071,580 warrants issued - $161,684 ($179,649 less costs of $17,965); and the put liability - $520,426 ($578,251 less costs of $57,825). The remaining $3,537,350 was allocated to Contract Liability to be recognized as License Fee revenue over a period of 10 years from the commencement date of the Agreement. Put liability Under the Agreement, YOFOTO has the right to put back all of the common shares acquired in the event that it is unable to complete human clinical trials for the licensed technologies for reasons that are outside of YOFOTO's controls on or before 8.5 years from the date of the Agreement. Although the put option can be exercised independently for each of the three licensed technologies at a rate of 1/3 per licensed technology (RCT-01, RCS-01 and RCI-02), the terms of the Agreement provide that only 2/3s of the shares can be put back to RepliCel under conditions that RepliCel does not control. As this represents an obligation to transfer cash under circumstances that are not within RepliCel's own control, the put option in connection with 2/3s of the shares issued under the Agreement is recognized as a liability. The Company has recorded a put liability based on management's estimate of its fair value. The fair value of this put liability was determined by calculating the present value of $3,393,337 repayable in 8.5 years discounted at 23%. $3,393,337 is 2/3s of the private placement proceeds that are subject to the put liability. After its initial recording at $520,426, the put liability is subsequently accreted up to the full face value at the end of the term of the agreement. Accretion expense on put liability at December 31, 2021 amounts to $219,236 (December 31, 2020 - $176,085) |
Investment and U.S. Partnership
Investment and U.S. Partnership - Mainpointe Pharmaceuticals, LLC | 12 Months Ended |
Dec. 31, 2021 | |
Investment and US Partnership [Abstract] | |
Investment and U.S. Partnership - Mainpointe Pharmaceuticals, LLC [Text Block] | 8. Investment and U.S. Partnership - Mainpointe Pharmaceuticals, LLC On January 22, 2021, RepliCel signed three strategic agreements with MainPointe consisting of a Share Purchase Agreement, a Distribution Agreement, and a Royalty Agreement. The strategic investment of $2,700,000 under the Share Purchase Agreement from MainPointe will be spread over an 8-month period. Under the limited term distribution partnership for RepliCel's dermal injector and consumables (the "RepliCel Injector Product Line") in the United States, MainPointe has agreed to pay all costs related to securing FDA approvals to launch the RepliCel Injector Product Line in the U.S. market. The Royalty Participation Agreement provides MainPointe the 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. A shareholder director of RepliCel is the Chief Technology Officer of MainPointe. Primary Deal Terms In consideration for an investment of $2,700,000 and the payment of all costs related to obtaining FDA approval for the Company's dermal injector and consumables, RepliCel has agreed to issue MainPointe up to an aggregate of four (4) million common shares, a right to participate in RepliCel's royalty revenue stream up to a maximum payout of 16 million US dollars, and certain distribution rights of RepliCel Injector Product Line in the United States. The investment will be made as to: $500,000 within five (5) days of receipt of conditional approval from the TSX Venture Exchange ($492,092 on February 8, 2021), $1,200,000 by February 15, 2021 (received $490,000 on March 23, 2021 and $717,871 on April 23, 2021), $700,000 by April 21, 2021 (received $500,528 on August 30, 2021, $199,472 received on November 29, 2021), and $300,000 by August 21, 2021 ($298,921 received on November 29, 2021). The common shares will be priced at the greater of $0.675 or the Discounted Market Price as such term is defined in the Policies of the TSX Venture Exchange. During the year ended December 31, 2021, the Company received the aggregate consideration of $2,700,000 in five tranches which were accounted for and allocated as follows on initial recognition: Tranche receipt Tranche amount $ Share capital or $ Royalty payable $ Loss on $ Derivative liability $ February 8, 2021 492,092 364,512 346,287 (218,707) - March 23, 2021 490,000 272,222 344,815 (127,037) 445,384 April 23, 2021 717,871 378,667 507,376 (168,172) (163,892) August 30, 2021 500,528 240,995 352,224 (92,691) (225,991) November 30, 2021 498,393 203,049 350,845 (55,501) (55,501) Total* 2,698,884 1,459,445 1,901,547 (662,108) - * The difference of $1,116 between the contractual gross proceeds and actual gross proceeds received is attributable to wire fees and foreign exchange translation differences. The Company issued 3,986,684 common shares to fulfill its obligations pursuant to the Share Purchase Agreement: Issue Date Number of common shares February 8, 2021 729,024 April 23, 2021 1,777,778 December 17, 2021 1,479,882 3,986,684 Mainpointe is entitled to a royalty up to an aggregate maximum amount of $16 million USD under the agreement equal to: a) b) In consideration for paying all expenses required to obtain regulatory approval for the RepliCel Injector Product Line, the exclusive distribution rights shall commence upon receipt of regulatory approval to launch the RepliCel Injector Product Line in the U.S. market for a period expiring on the earlier of: a) b) 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, plus a further amount in gross income that is equal to the regulatory approval costs The arrangement with MainPointe was accounted for as a hybrid instrument with two components: royalty payable, which is a financial liability accounted for initially at fair value and subsequently at amortized cost, and an obligation to issue common shares to MainPointe at an agreed price at a future date, which is a derivative liability accounted for at FVTPL. The obligation to pay royalties of $16 million USD is classified as a financial liability and measured initially at its fair value and subsequently at amortized cost. Management estimated the present value of future cash flows over the expected term using an estimated effective interest rate. The timing and amount of future cash flows are significant judgments that influence measurement of this financial liability over its term until settled. The effective interest rate will be reassessed at each reporting period end date based on management's estimates of changes to the future cash flows and their timing. Management has recorded accretion expense of $732,069 in the year ended December 31, 2021 based on an effective interest rate of 57%. The Company incurred no transaction costs to enter into these agreements. Accretion expense recorded in the year ended December 31, 2021 of $732,069 was based management's estimate that they would pay $16 million USD royalty obligation in 2.34 years ("the Payback Period"), commencing from January 1, 2024. Changes in this estimated Payback Period would result in variability to the Company's reported royalty obligation and annual accretion expense. Should the Payback Period extend beyond the current estimated 2.34 years, the royalty obligation at December 31, 2021, the accretion recorded in the year ended December 31, 2021 and the effective interest rate estimate would change as presented below: Payback Period (years) Royalty payable estimate at ($) Accretion expense for ($) Effective interest rate 2.34 (current estimate) 2,649,181 732,069 57% 5.00 2,394,851 480,274 40% 7.50 2,273,368 360,048 31% 10.00 2,203,707 291,122 25% The fair value of the derivative liability related to the Company's obligation to issue its common shares at a future date at an agreed price was estimated as the difference between the market price of the Company's common shares on the measurement date and their market price on the inception date of the Mainpointe agreement (January 22, 2021) multiplied by the number of common shares issuable per the contractual terms. The derivative liability was re-measured until the settlement date, (when agreed proceeds for the Company's common shares have been received) with a gain or loss on re-measurement recognized on the statement of profit or loss. The Company settled the obligation to issue its common shares during 2021 and recognized a loss on the re-measurement of the derivative liability of $662,108 during the settlement period. The royalty payable is recognized when proceeds from the arrangement are received from MainPointe and is measured as a residual after subtracting the fair value of derivative liability related to the Company's obligation to issue its common shares at a future date at an agreed price from the proceeds. The royalty payable amounts recorded upon receipt of proceeds from the MainPointe arrangement during 2021 totalled $1,901,547. This amount was increased by $732,069 during 2021 as a result of accretion and by $ 15,565 as a result of exchange loss. |
Preference shares
Preference shares | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Preference Shares [Abstract] | |
Preference shares [Text Block] | 9. Preference shares On September 12, 2019, the Company announced that it had completed the first tranche of a private placement pursuant to which it issued 1,089,125 Class A Preference shares at a price of $0.40 per share for aggregate gross proceeds of $435,650. The finalized terms of the private placement carried 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; the right of the Class A Shareholder to convert the paid up amount of each Class A Share, from time-to-time, into shares of the Company (each, a "Share") 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 of $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 Class A 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) (ii) (iii) (iv) (v) On the Required Redemption Date, the Company must redeem all remaining outstanding Class A Shares at the Redemption Price, subject to compliance with applicable laws. The financial instrument is being measured at amortized cost. Given the Company has an obligation to redeem the preference shares in 5 years at $0.74/share, the effective interest was accreted for the redemption amount and accrued cumulative dividends that will be settled in the future. As at December 31, 2021, the Company had accrued dividends of $22,872 (2020: $39,814). The continuity of the preferred share liability is presented below: December 31, 2021 December 31, 2020 Opening preference share liability $ 517,773 $ 449,287 Dividends accrued 30,495 30,495 Accretion 110,855 37,991 Settlement of dividends through issuance of common shares (Note 13) (47,737 ) - Exercisable, December 31, 2021 and 2020 $ 611,386 $ 517,773 |
Government grant
Government grant | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Government Grants [Abstract] | |
Government grant [Text Block] | 10. Government grant Due to the global outbreak of the Novel Coronavirus ("COVID-19"), the federal government of Canada introduced the Canada Emergency Business Account ("CEBA"). CEBA provided an interest-free loan ("CEBA") of $60,000 to eligible businesses. The CEBA loan has an initial term that expires on December 31, 2022 throughout which the CEBA Loan remains interest free. Repayment of $40,000 by December 31, 2022 results in a $20,000 loan forgiveness. If the balance is not paid prior to December 31, 2022, the remaining balance will be converted to a 3-year term loan at 5% annual interest, paid monthly effective January 1, 2023. The full balance must be repaid by no later than December 31, 2025. Pursuant to IAS 20 Accounting for Government Grants and Disclosure of Government Assistance During the year ended December 31, 2021, total accretion expense recognized for the CEBA loan amounted to $5,528 (December 31, 2020 - $nil). In addition, the Company recognized $2,819 (2020: $22,105) in Government Grant Income. |
Promissory note
Promissory note | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Promissory Note [Abstract] | |
Promissory note [Text Block] | 11. Promissory note On November 12, 2020, the Company borrowed a sum of $47,299 CAD ($37,149 USD) from an individual, bearing interest at a rate of 8% per annum, payable on demand for repayment of the principal amount. During year-ended December 31, 2021 this amount was settled by the issuance of common shares (Note 13 (b) ii)). The holder of the promissory note is an employee at MainPointe Pharmaceuticals LLC. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Detailed Information About Share Capital [Abstract] | |
Share Capital [Text Block] | 12. Share Capital a) Authorized: Unlimited common shares without par value b) Issued and Outstanding: As at December 31, 2021, there were 34,959,207 common shares issued and outstanding. 1,785,967 common shares issued in connection with the Licensing and Collaboration agreement with YOFOTO (note 8) are subject to a put option and are therefore classified as a liability. During the year ended December 31, 2021, share activities were as below: i) During the year ended December 31, 2021, the Company has received $2,698,884 from Mainpointe towards the Investment and U.S. Partnership (see Note 9). 3,986,684 common shares were issued which had a value of $1,459,445 on the dates of issuance. These common shares were issued in 5 tranches (Note 9). ii) iii) The Company announced on March 25, 2021 a debt settlement in the amount of $342,501 owed by the Company to certain creditors ("Creditors") by the issuance of 889,612 common shares (each, a "Share") of the Company at a price of $0.385 per Share. The Settlement Agreements were approved by the TSX Venture Exchange and the shares were issued on June 2, 2021. The securities are subject to a statutory hold period of four months and one day. The Company reported a gain on this debt settlement in the amount of $31,137. iv) On February 17, 2021, 5,000 shares were issued for cash of $1,800 pursuant to exercise of warrants. During the year-ended December 31, 2020: i) Private Placement On July 15, 2020, the Company closed a 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 $656,840. Each Unit consists of one common share of the Company (each, a "Share") and one-half of one share purchase 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 30 th The Company did not pay any finder's fees in connection with the Offering. ii) Shares for debt In August 2020, the company issued 1,426,491 common shares (each, a "Share") in settlement of $256,769 owing to various creditors (the "August Debt Settlement") after receipt of approval from the TSX Venture Exchange (the "Exchange"). The Shares were issued on August 18, 2020. The Shares are subject to a statutory hold period of four months and one day after closing of the August Debt Settlement. Of the $256,769 debt settlement, $204,769 was owed to directors or officers of the Company. In October 2020, the Company issued 160,000 common shares (each, a "Share") in settlement of $28,800 owing to a certain creditor (the "October debt settlement" after receipt of approval from the TSX Venture Exchange (the "Exchange"). The shares were issued on October 28, 2020. The shares are subject to a statutory hold period of four months and one day after the closing of the October Debt Settlement. The Company reported a gain on the October debt settlement in the amount of $800. During the year-ended December 31, 2019: iii) iv) c) Stock Option Plans: On May 21, 2014, the Company approved a Stock Option Plan whereby the Company may grant stock options to directors, officers, employees and consultants. The maximum number of shares reserved for issue under the plan cannot exceed 10% of the outstanding common shares of the Company as at the date of the grant. The stock options can be exercisable for a maximum of 10 years from the grant date and with various vesting terms. d) Fair value of Company Options Issued On June 15, 2021, the Company granted 1,715,000 stock options to certain directors, officers, consultants and employees of the Company respectively for the purchase of up to 1,715,000 common shares of the Company pursuant to the Company's Stock Option Plan. Each option granted to the Optionees is exercisable for a period of 5 years at an exercise price of $0.40 per common Share. 625,000 shall invest immediately and 1,090,000 shall vest in equal amounts each calendar quarter of the next 24 months. There were no stock options granted during the years ended December 31, 2020 and December 31, 2019. The weighted-average grant date fair value of options granted was estimated using the following weighted average assumptions: 2021 2020 2019 Risk-fee rate 2.54% - - Expected life (years) 5 - - Volatility 113% - - Expected Dividend $- $- $- Expected forfeiture rate 0% -0% -0% Exercise price $0.40 -$- -$- Grant date fair value $0.32 -$- -$- Options Issued to Employees The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the expected forfeiture rate and the risk-free interest rate for the term of the option. Options Issued to Non-Employees Options issued to non-employees, are measured based on the fair value of the goods or services received, at the date of receiving those goods or services. If the fair value of the goods or services received cannot be estimated reliably, the options are measured by determining the fair value of the options granted, using a valuation model. e) Stock-based Compensation The Company recognized a fair value of $471,755 (2020: $3,397; 2019: $26,275), as stock-based compensation expense for stock options granted under the Company's Stock Option Plan for the years ended December 31, 2021, 2020 and 2019. A summary of the status of the stock options outstanding under the Company Stock Option Plan for the years ended December 31, 2021, 2020 and 2019 are as follows: Number of Options Weighted Average Exercise Price Outstanding, January 1, 2021 1,730,000 $ 0.51 Granted 1,715,000 $ 0.40 Expired (620,000) $ 0.66 Outstanding, December 31, 2021 2,825,000 $ 0.41 Exercisable, December 31, 2021 2,007,500 $ 0.42 Number of Options Weighted Average Exercise Price Outstanding, January 1, 2020 1,830,000 $ 0.51 Cancelled (100,000) 0.52 Outstanding, December 31, 2020 1,730,000 0.51 Exercisable, December 31, 2020 1,730,000 $ 0.51 Number of Options Weighted Average Exercise Price Outstanding, January 1, 2019 2,080,000 $ 0.79 Cancelled (250,000) 0.91 Outstanding, December 31, 2019 1,830,000 0.51 Exercisable, December 31, 2019 1,755,000 $ 0.54 As at December 31, 2021, the range of exercise prices for options outstanding under the Company Stock Option Plan is $0.40 - $0.43 and the weighted average remaining contractual life for stock options under the Company Stock Option Plan is 3.33 years. The remaining unrecognized stock-based compensation as of December 31, 2021 was $84,033 (2020: $Nil, 2018: $3,409). f) Warrants The number of warrants outstanding at December 31, 2021 and 2020, each exercisable into one common share, is as follows: Issue Date Warrants Weighted Average Exercise Price Expiry Date July 15, 2020 1,819,555 $ 0.36 July 15, 2023 Outstanding, December 31, 2021 1,819,555 $ 0.36 Warrants Outstanding Weighted Average Outstanding, December 31, 2019 3,793,184 $ 1.70 Expired (3,793,184 ) 1.70 Issued 1,824,555 0.36 Outstanding, December 31, 2020 1,824,555 $ 0.36 Exercised (5,000 ) 0.36 Outstanding, December 31, 2021 1,819,555 $ 0.36 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related party transactions [abstract] | |
Related Party Transactions [Text Block] | 13. Related Party Transactions Related party balances The following amounts due to related parties are included in accounts payable and accrued liabilities: December 31, 2021 December 31, 2020 Companies controlled by directors of the Company $ 31,500 $ 72,070 Directors or officers of the Company 75,083 191,335 $ 106,583 $ 263,405 These amounts are unsecured, non-interest bearing and have no fixed terms of repayment. During the year ended December 31, 2021, the following transactions with related parties occurred: In June 2021, the company issued 889,612 common shares (each, a "Share") in settlement of $342,500 owed by the Company to certain creditors ("Creditors") (Note 12). Of the $342,500 debt settlement, $141,052 was owed to directors or officers of the Company. On March 31, 2021, the Company has announced its intention to pay accrued dividends of $47,437 outstanding on the Class A Preferred Shares (the "Dividend Payment") in common shares (each, a "Share") of the Company at a price of $0.375 per Share. On April 19, 2021, the TSX Venture Exchange approved the settlement of $47,737 in accrued dividends via issuance of 126,492 common shares at the price of $0.375. Of the $47,737 accrued dividends, $14,156 were owed to certain directors of the Company. During the year ended December 31, 2020, the following transactions with related parties occurred: On July 15, 2020, the Company closed a 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 $656,840. A director of the Company participated by subscribing to 1,125,500 common shares for the sum of $202,590. In August 2020, the company issued 1,426,491 common shares (each, a "Share") in settlement of $256,769 owing to various creditors (the "Debt Settlement") after receipt of approval from the TSX Venture Exchange (the "Exchange"). The Shares were issued on August 18, 2020. The Shares are subject to a statutory hold period of four months and one day after closing of the Debt Settlement. Of the $256,769 debt settlement disclosed in note 12, $204,769 was owed to directors or officers of the Company. The Company incurred the following transactions with companies that are controlled by directors and/or officers of the Company. The transactions were measured at the amount agreed to by the parties. December 31, 2021 December 31, 2020 December 31, 2019 Research and development $ 48,404 $ 48,358 $ 166,023 $ 48,404 $ 48,358 $ 166,023 Key management compensation Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include executive directors, the Chief Executive Officer and the Chief Financial Officer. December 31, 2021 December 31, 2020 December 31, 2019 General and administrative - salaries and contracts $ 336,000 $ 336,000 $ 336,000 Directors' fees 75,083 71,250 70,500 Stock-based compensation 382,442 3,397 26,275 $ 793,525 $ 410,647 $ 432,775 Preference shares In 2019, three directors of the Company purchased 325,000 preference shares for $130,000 (Note 9) in total. Accrued dividends to these three directors was $6,825 as at December 31, 2021 ($11,881 - December 31, 2020). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Major components of tax expense (income) [abstract] | |
Income Taxes [Text Block] | 14. Income Taxes a) 2020 2019 2018 Canadian current tax expense $ - $ - $ - Foreign current tax expense - - - Deferred tax expense - - - Total - - - b) 2021 2020 2019 Net income (loss) for the year before taxes $ (4,073,315 ) $ (1,580,285 ) $ (3,004,159 ) Combined federal and provincial income tax rate 27.00% 27.00% 27.00% Expected income tax expense (recovery) (1,099,000 ) (426,677 ) (811,000 ) Increase (decrease) resulting from Non-deductible and others items (318,000 ) (17,000 ) (48,000 ) Change in unrecognized deferred tax assets (781,000 ) (443,677 ) 859,000 Income tax expense $ - $ - $ - c) 2021 2020 Deferred tax assets Non-capital losses $ 8,595,000 $ 8,476,000 Equipment and other 225,000 225,000 Withholding tax credits 412,000 412,000 Un-deducted SR&ED expenditure pool 412,000 412,000 Investment tax credit 196,000 196,000 Share issuance costs 32,000 85,000 Royalty payable 715,000 - Unrecognized deferred tax assets (10,587,000 ) (9,806,000 ) $ - $ - Deferred tax assets in respect of losses and other temporary differences are recognized when it is more likely than not, that they will be recovered against profits in future periods. No deferred tax asset has been recognized as this criteria has not been met. At December 31, 2021, the Company has Canadian non-capital losses totalling approximately $31,835,000 that expire beginning in 2026: Year of Expiry Amount 2026 6,000 2027 16,000 2028 533,000 2029 863,000 2031 1,664,000 2032 2,290,000 2033 39,000 2034 3,908,000 2035 4,356,000 2036 3,583,000 2037 6,062,000 2038 2,790,000 2039 3,407,000 2040 1,878,000 2041 440,000 $ 31,835,000 |
Financial Instruments and Risk
Financial Instruments and Risk Management | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about financial instruments [abstract] | |
Financial Instruments and Risk Management [Text Block] | 15. Financial Instruments and Risk Management As at December 31, 2021, the Company's financial instruments are comprised of cash and cash equivalent, accounts payable and accrued liabilities, CEBA loan payable, promissory note, put liability, royalty payable and preference shares. The fair values of cash and cash equivalents, accounts payable and accrued liabilities approximate their carrying value due to their short-term maturity. The Company is exposed through its operations to the following financial risks: In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Company's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has an exposure to Euros and US Dollars as certain expenditures and commitments are denominated in Euros and US Dollars and the Company is subject to fluctuations as a result of exchange rate variations to the extent that transactions are made in this currency. In addition, the Company holds an amount of cash in US dollars and is therefore exposed to exchange rate fluctuations on these cash balances. The Company does not hedge its foreign exchange risk. At December 31, 2021 the Company held US dollar cash balances of $40,740 (US$32,134) (December 31, 2020: $13 or US$10). A 1% increase/decrease in the US dollars foreign exchange rate would have an impact of ±$407 (US$321) on the cash balance held December 31, 2021. Credit risk is the risk of an unexpected loss if a customer or counterparty fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its cash and cash equivalents. The Company limits exposure to credit risk by maintaining its cash and cash equivalent with large financial institutions. The Company's maximum exposure to credit risk is the carrying value of its financial assets. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company's cash and cash equivalent is currently held in an interest-bearing bank account, management considers the interest rate risk to be limited. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure, more specifically, the issuance of new common shares, to ensure there is sufficient capital in order to meet short term business requirements, after taking into account the Company's holdings of cash and potential equity financing opportunities. The Company believes that these sources will be sufficient to cover the known short and long-term requirements at this time. There is no assurance that potential equity financing opportunities will be available to meet these obligations. The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities as at December 31, 2021: Years of Expiry Financial Instruments Amounts Within 1 year Accounts payable and accrued liabilities $ 708,563 Within 2 to 5 years CEBA loan payable $ 42,709 Within 2 to 5 years Preference shares $ 958,430 Greater than 5 years Put liability $ 3,393,337 Greater than 5 years Royalty payable $ 20,284,800 Total $ 25,387,839 Contained within accounts payable and accrued liabilities is $219,384 of accrued liabilities at December 31, 2021 (2020: $358,507). There were no changes to the Company's fair value measurement levels during the year ended December 31, 2021 (2020: no change). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of contingent liabilities [abstract] | |
Commitments and Contingencies [Text Block] | 16. Commitments and Contingencies The Company entered into a Collaboration and Technology Transfer Agreement with Shiseido Company Limited on July 9, 2013 who have alleged RepliCel breached obligations in the agreement, which may allegedly be terminal to future obligations pursuant to the agreement. The Company has vigorously denied the existence of such a breach and insists on the ongoing validity of the respective obligations on both parties pursuant to the agreement. No litigation or the triggering of other dispute mechanisms has been entered into by either party and the Company's management is actively seeking to continue discussions and/or negotiations. Management maintains the position that any data produced from clinical trials of the technology will, by agreement, be made available to the Company. The Company attempted to engage Shiseido in settlement discussions by written letters, without success. The Company obtained a legal opinion from a lawyer about proceeding with arbitration. Based on that legal advice, the Company consulted with a law firm to represent the Company in the arbitration. Jointly, the Company and its legal representative filed a Notice of Arbitration with the International Center for Dispute Resolution (ICDR), which is the arbitral tribunal that has jurisdiction over the Agreement between the Parties. Shiseido served the Company with its Response to the Notice of Arbitration and the Company's legal counsel reviewed Shiseido's Response with the Company. Based on Shiseido's Response to the Notice of Arbitration, the Company made a strategic and legally necessary step of terminating the Agreement with Shiseido. From time to time the Company is subject to claims and lawsuits arising from the ordinary course of operations. In the opinion of management, the ultimate resolution of such pending legal proceedings will not have a material adverse effect on the Company's financial position. |
Capital Management
Capital Management | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of objectives, policies and processes for managing capital [abstract] | |
Capital Management [Text Block] | 17. Capital Management The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to pursue business opportunities. In order to facilitate the management of its capital requirements, the Company prepares periodic budgets that are updated as necessary. The Company manages its capital structure and makes adjustments to it to effectively support the Company's objectives. In order to continue advancing its technology and to pay for general administrative costs, the Company will use its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company considers shareholders' equity, CEBA loan payable, preference shares and working capital as components of its capital base. The Company can access or increase capital through the issuance of shares, and by sustaining cash reserves by reducing its capital and operational expenditure program. Management primarily funds the Company's expenditures by issuing share capital, rather than using capital sources that require fixed repayments of principal and/or interest. The Company is not subject to externally imposed capital requirements and does not have exposure to asset-backed commercial paper or similar products, with the exception of pooling and escrow shares which are subject to restrictions. The Company believes it will be able to raise additional equity capital as required, but recognizes the uncertainty attached thereto. The Company's investment policy is to hold cash in interest bearing bank accounts, which pay comparable interest rates to highly liquid short-term interest bearing investments with maturities of one year or less and which can be liquidated at any time without penalties. There has been no change in the Company's approach to capital management during the year-ended December 31, 2021. |
Non-cash Transactions
Non-cash Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Non cash Transactions [Abstract] | |
Non-cash Transactions [Text Block] | 18. Non-cash Transactions Investing and financing activities that do not have a direct impact on current cash flows are excluded from the consolidated statements of cash flow. During 2021, the Company had the following non-cash transactions: The Company entered into debt settlement agreements whereby the aggregate amount of $342,501 owed by the Company to certain creditors were settled by the issuance of a total of 889,612 Shares. The Company has received $2,698,884 in 5 tranches from Mainpointe towards the Investment and U.S. Partnership (see Note 8). 3,986,684 common shares were issued which had a value of $1,459,445 on the dates of issuance (Note 8). On May 17, 2021, the Company issued 126,492 common shares in settlement of $47,737 on accrued dividends on issued preference shares. (Note 9). On February 17, 2021, 5,000 shares were issued for cash of $1,800 pursuant to exercise of warrants. During 2020, the Company had the following non-cash transactions: During 2020, the Company entered into debt settlement agreements whereby the aggregate amount of $284,769 owed by the Company to certain creditors were settled by the issuance of a total of 1,586,491 units. During 2019, the Company had the following non-cash transactions: During 2019, the Company entered into debt settlement agreements whereby the aggregate amount of $559,924 owed by the company to certain creditors were settled by the issuance of a total of 1,487,222 units. |
Segmental Reporting
Segmental Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of operating segments [abstract] | |
Segmental Reporting [Text Block] | 19 Segmental Reporting The Company is organized into one business unit based on its cell replication technology and has one reportable operating segment. |
Events after Reporting Period
Events after Reporting Period | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
Events after Reporting Period [Text Block] | 20. Events after Reporting Period On March 21, 2022, the Company announced a non-brokered private placement financing (the "Offering") of up to 8,333,333 units (each, a "Unit") at a price of $0.18 per Unit for gross proceeds of up to $1,500,000. Each Unit consists of one common share of the Company (each, a "Share") and one-half of one share purchase warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.40 per Share for a period of three years from closing of the Offering. The Offering is anticipated to close in two tranches, the first tranche to be completed immediately and the second tranche to be completed within ninety (90) days, subject to the approval of the TSX Venture Exchange (the "Exchange"). On May 4, 2022, the Company closed a first tranche of the Offering pursuant to which it sold an aggregate of 4,218,470 Units for gross proceeds of $759,325. On June 6, 2022, the Company announces that the Exchange has granted a thirty (30) day extension to the Company for completion of its Offering. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about Significant Accounting Policies [Abstract] | |
Cash and cash equivalents [Policy Text Block] | a) Cash and cash equivalents Cash and cash equivalents include cash on hand with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. |
Guaranteed investment certificate [Policy Text Block] | b) Guaranteed investment certificate Guaranteed investment certificate, bearing interest at 2.2%, matured on January 13, 2021 and was reinvested, bearing interest at 2.2% maturing on January 19, 2022. This was further renewed with a maturity date of January 19, 2023. |
Equipment [Policy Text Block] | c) Equipment Recognition and Measurement On initial recognition, equipment is valued at cost, being the purchase price and directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognized within provisions. Equipment is subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. Gains and Losses Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount and are recognized net within other income in profit or loss. Depreciation Depreciation and amortization rates applicable to each category of equipment on a declining basis are as follows: Furniture and equipment 20% Computer equipment 30% Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. |
Impairment of Non-Financial Assets [Policy Text Block] | d) Impairment of Non-Financial Assets Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amounts, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets. The Company has one cash-generating unit for which impairment testing is assessed. An impairment loss is charged to the profit or loss, except to the extent it reverses gains previously recognized in other comprehensive loss/income. |
Revenue [Policy Text Block] | e) Revenue IFRS 15 - Revenue from Contracts with Customers applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. In accordance with IFRS 15, the Company recognizes revenue when the Company's customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expect to receive in exchange for those goods or services. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of IFRS 15, to identify distinct performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. For collaborative arrangements that fall within the scope of IFRS 15, the Company applies the revenue recognition model to part or all of the arrangement, when deemed appropriate. In 2018, the Company entered into a license and collaboration agreement that falls within the scope of IFRS 15. Promised deliverables within this agreement may include grants of licenses, or options to obtain licenses, to our intellectual property, and participation on joint research and/or development committees. The terms of these agreements typically include one or more of the following types of payments to the Company: Licenses of intellectual property including platform technology access: distinct from other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the related revenue recognition accordingly. Milestone payments: At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment. The process of successfully achieving the criteria for the milestone payments is highly uncertain. Consequently, there is a significant risk that the Company may not earn all of the milestone payments from each of its strategic partners. Research and development milestones in the Company's collaboration agreements may include some, but not necessarily all, of the following types of events: • initiation of Phase 2 clinical trials; and • achievement of certain other technical, scientific or development criteria. Regulatory milestone payments may include the following types of events: • filing of regulatory applications for marketing approval in the Licensed Territories; and • marketing approval in major markets in the Licensed Territories. Royalties and commercial milestones: If the expectation at contract inception is such that the period between payment by the licensee and the completion of related performance obligations will be one year or less, the Company assumes that the contract does not have a significant financing component. |
Basic and Diluted Loss per Share [Policy Text Block] | f) Basic and Diluted Loss per Share Basic loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the relevant period. Diluted earnings/loss per common share is computed by dividing the net income or loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted. The number of shares potentially issuable at December 31, 2021 that were not included in the computation of loss per share since their inclusion would have been anti-dilutive due to a loss in the periods presented. The total number of shares potentially issuable are 4,644,555 (2020: 3,554,555; 2019: 5,623,184) consisting of 2,825,000 (2020: 1,730,000; 2019: 1,830,000) outstanding stock options and 1,819,555 (2020:1,824,555; 2019: 3,793,183) warrants. |
Income Taxes [Policy Text Block] | g) Income Taxes Income tax expense is comprised of current and deferred tax. Current and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss/income. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date. Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: the initial recognition of goodwill; the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: the same taxable group company; or different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. |
Scientific research and development credit and government grants [Policy Text Block] | h) Scientific research and development credit and government grants Scientific research and development credits are received on expenditure and are generally deducted in arriving at the carrying amount of the asset purchased. Grants relating to expenditure are recorded in other income when received. Government grants are assistance by government agencies in the form of transfers of resources to an entity in return for past or future compliance with certain conditions related to the operating activities of the entity. Grants from the government are recognized at the fair value where there is reasonable assurance that the grant will be received, and the Company will comply with all attached conditions. Government grants related to costs are deferred, if applicable, and recognized in profit or loss on a systematic basis in the periods in which the expenses are recognized. |
Foreign Currency Translation [Policy Text Block] | i) Foreign Currency Translation The financial statements are presented in Canadian dollars, which is also the functional currency. At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the year-end date, unsettled monetary assets and liabilities are translated into Canadian dollars by using the exchange rate in effect at the year-end date and the related translation differences are recognized in net income. Non-monetary assets and liabilities that are measured at historical cost are translated into Canadian dollars by using the exchange rate in effect at the date of the initial transaction and are not subsequently restated. Non-monetary assets and liabilities that are measured at fair value or a re-valued amount are translated into Canadian dollars by using the exchange rate in effect at the date the value is determined and the related translation differences are recognized in net income or other comprehensive loss consistent with where the gain or loss on the underlying non-monetary asset or liability has been recognized. |
Share-based Payments [Policy Text Block] | j) Share-based Payments The Company has adopted a stock option plan as described in (Note 12(c)). In addition, certain of the Company's founders have entered into option agreements with consultants and employees of the Company. Employees (including senior executives) of the Company receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions). Equity-settled transactions The cost of equity-settled transactions is recognized, together with a corresponding increase in contributed surplus in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized as stock-based compensation expense (Note 12(e)). No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. All cancellations of equity-settled transaction awards are treated equally. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. Cash-settled transactions The cost of cash-settled transactions is measured initially at fair value at the grant date using a binomial model. This fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is re-measured to fair value at each reporting date up to and including the settlement date, with changes in fair value recognized as employee benefits expense. |
Leases [Policy Text Block] | k) Leases All leases are accounted for by recognizing a right-of-use asset in equipment and a lease liability except for leases of low value assets and leases with a duration of 12 months or less. There were no lease liabilities or right-of-use assets recognized as at December 31, 2021. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless this is not readily determinable, in which case the Company's incremental borrowing rate on commencement of the lease is used. The Company determines its incremental borrowing rate as the rate of interest it would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Variable lease payments are expensed in the period to which they relate. Further, lease terms are based on assumptions regarding extension terms that allow for operational flexibility and favorable future market conditions. Subsequent to initial measurement, lease liabilities increase as a result of interest at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset, whichever is shorter. |
Financial Instruments [Policy Text Block] | l) Financial Instruments Non-Derivative Financial Assets The Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI") or at amortized cost. The classification depends on the purpose for which the financial assets are acquired. Management determines the classification of its financial assets at initial recognition. Measurement and classification of financial assets is dependent on the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. Financial Assets at FVTPL Financial Assets at FVTOCI Financial Assets as Amortized costs Financial assets are derecognized when they mature or are sold, and subsequently all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized in the income statement. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income. Cash and cash equivalents and guaranteed investment certificates are classified under financial assets measured at amortized cost. Financial Liabilities The Company measures all its financial liabilities as subsequently measured at amortized cost. Financial liabilities are recognized initially at fair value, net of transaction costs incurred and are subsequently measured at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit and loss over the period to maturity using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where applicable, a shorter period. Accounts payable and accrued liabilities, CEBA loan payable, promissory note, put liability, royalty payable and preference shares are classified as financial liabilities measured at amortized cost. The Company recognized a put liability initially at an estimate of its fair value. The financial liability is measured at amortized cost and is accreted over the term of the put liability based on its effective interest rate. In terms of preference shares, the Company recognized initially at face value and as at December 31, 2020, recorded the accretion based on 5 years. No amount was bifurcated to the equity conversion option on initial recognition. The financial instrument is measured at amortized cost. Given the Company has an obligation to redeem the preference shares in 5 years at $0.74/share, the effective interest was accreted for the redemption amount and accrued cumulative dividends that will be settled in the future. Impairment of financial assets at amortized cost The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial adoption, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For other receivables, the Company applies the simplified approach to providing the expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on the financial assets carried at amortized cost are reversed in subsequent periods. If the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. Given the nature and balances of the Company's receivables and the financial assets the Company has no material loss allowance as at December 31, 2021 and 2020. |
Share Capital [Policy Text Block] | m) Share Capital Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares, share options and warrants not denominated in a foreign currency are classified as equity instruments. Incremental costs directly attributable to the issue of new shares, warrants, or options are shown in equity as a deduction, net of tax, from the proceeds. The Company's common shares are classified as equity instruments. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about Significant Accounting Policies [Abstract] | |
Disclosure of detailed information about estimated useful life or depreciation rate [Table Text Block] | Furniture and equipment 20% Computer equipment 30% |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Disclosure of detailed information about property, plant and equipment [Table Text Block] | Furniture and Computer Total Cost: At December 31, 2020 $ 14,249 $ 41,751 $ 56,000 Additions - - - Disposals - - - At December 31, 2021 14,249 41,751 56,000 Depreciation: At December 31, 2020 12,447 39,128 51,575 Depreciation 361 787 1,148 At December 31, 2021 12,808 39,915 52,723 Net book value at December 31, 2021 $ 1,441 $ 1,836 $ 3,277 Furniture and Computer Total Cost: At December 31, 2019 $ 14,249 $ 41,751 $ 56,000 Additions - - - Disposals - - - At December 31, 2020 14,249 41,751 56,000 Depreciation: At December 31, 2019 11,996 38,005 50,001 Depreciation 451 1,123 1,574 At December 31, 2020 12,447 39,128 51,575 Net book value at December 31, 2020 $ 1,802 $ 2,623 $ 4,425 |
Investment and U.S. Partnersh_2
Investment and U.S. Partnership - Mainpointe Pharmaceuticals, LLC (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investment and US Partnership [Abstract] | |
Disclosure of aggregate consideration received in investment and U.S. partnership [Table Text Block] | Tranche receipt Tranche amount $ Share capital or $ Royalty payable $ Loss on $ Derivative liability $ February 8, 2021 492,092 364,512 346,287 (218,707) - March 23, 2021 490,000 272,222 344,815 (127,037) 445,384 April 23, 2021 717,871 378,667 507,376 (168,172) (163,892) August 30, 2021 500,528 240,995 352,224 (92,691) (225,991) November 30, 2021 498,393 203,049 350,845 (55,501) (55,501) Total* 2,698,884 1,459,445 1,901,547 (662,108) - |
Disclosure of common shares fulfill Of obligations pursuant to share purchase agreement [Table Text Block] | Issue Date Number of common shares February 8, 2021 729,024 April 23, 2021 1,777,778 December 17, 2021 1,479,882 3,986,684 |
Disclosure of royalty payable estimate, accretion expense and effective interest rate estimate [Table Text Block] | Payback Period (years) Royalty payable estimate at ($) Accretion expense for ($) Effective interest rate 2.34 (current estimate) 2,649,181 732,069 57% 5.00 2,394,851 480,274 40% 7.50 2,273,368 360,048 31% 10.00 2,203,707 291,122 25% |
Preference shares (Tables)
Preference shares (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Preference Shares [Abstract] | |
Disclosure of preferred share liability [Table Text Block] | December 31, 2021 December 31, 2020 Opening preference share liability $ 517,773 $ 449,287 Dividends accrued 30,495 30,495 Accretion 110,855 37,991 Settlement of dividends through issuance of common shares (Note 13) (47,737 ) - Exercisable, December 31, 2021 and 2020 $ 611,386 $ 517,773 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Detailed Information About Share Capital [Abstract] | |
Disclosure of detailed information about options, valuation assumptions [Table Text Block] | 2021 2020 2019 Risk-fee rate 2.54% - - Expected life (years) 5 - - Volatility 113% - - Expected Dividend $- $- $- Expected forfeiture rate 0% -0% -0% Exercise price $0.40 -$- -$- Grant date fair value $0.32 -$- -$- |
Disclosure of number and weighted average exercise prices of share options [Table Text Block] | Number of Options Weighted Average Exercise Price Outstanding, January 1, 2021 1,730,000 $ 0.51 Granted 1,715,000 $ 0.40 Expired (620,000) $ 0.66 Outstanding, December 31, 2021 2,825,000 $ 0.41 Exercisable, December 31, 2021 2,007,500 $ 0.42 Number of Options Weighted Average Exercise Price Outstanding, January 1, 2020 1,830,000 $ 0.51 Cancelled (100,000) 0.52 Outstanding, December 31, 2020 1,730,000 0.51 Exercisable, December 31, 2020 1,730,000 $ 0.51 Number of Options Weighted Average Exercise Price Outstanding, January 1, 2019 2,080,000 $ 0.79 Cancelled (250,000) 0.91 Outstanding, December 31, 2019 1,830,000 0.51 Exercisable, December 31, 2019 1,755,000 $ 0.54 |
Disclosure of detailed information about warrants outstanding [Table Text Block] | Issue Date Warrants Weighted Average Exercise Price Expiry Date July 15, 2020 1,819,555 $ 0.36 July 15, 2023 Outstanding, December 31, 2021 1,819,555 $ 0.36 Warrants Outstanding Weighted Average Outstanding, December 31, 2019 3,793,184 $ 1.70 Expired (3,793,184 ) 1.70 Issued 1,824,555 0.36 Outstanding, December 31, 2020 1,824,555 $ 0.36 Exercised (5,000 ) 0.36 Outstanding, December 31, 2021 1,819,555 $ 0.36 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related party transactions [abstract] | |
Disclosure of detailed information about trade and other payables [Table Text Block] | December 31, 2021 December 31, 2020 Companies controlled by directors of the Company $ 31,500 $ 72,070 Directors or officers of the Company 75,083 191,335 $ 106,583 $ 263,405 |
Disclosure of transactions between related parties [Table Text Block] | December 31, 2021 December 31, 2020 December 31, 2019 Research and development $ 48,404 $ 48,358 $ 166,023 $ 48,404 $ 48,358 $ 166,023 |
Disclosure of information about key management personnel [Table Text Block] | December 31, 2021 December 31, 2020 December 31, 2019 General and administrative - salaries and contracts $ 336,000 $ 336,000 $ 336,000 Directors' fees 75,083 71,250 70,500 Stock-based compensation 382,442 3,397 26,275 $ 793,525 $ 410,647 $ 432,775 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Major components of tax expense (income) [abstract] | |
Disclosure of detailed information about tax expense [Table Text Block] | 2020 2019 2018 Canadian current tax expense $ - $ - $ - Foreign current tax expense - - - Deferred tax expense - - - Total - - - |
Disclosure of detailed information about effective income tax expense (recovery) [Table Text Block] | 2021 2020 2019 Net income (loss) for the year before taxes $ (4,073,315 ) $ (1,580,285 ) $ (3,004,159 ) Combined federal and provincial income tax rate 27.00% 27.00% 27.00% Expected income tax expense (recovery) (1,099,000 ) (426,677 ) (811,000 ) Increase (decrease) resulting from Non-deductible and others items (318,000 ) (17,000 ) (48,000 ) Change in unrecognized deferred tax assets (781,000 ) (443,677 ) 859,000 Income tax expense $ - $ - $ - |
Disclosure of deferred taxes [Table Text Block] | 2021 2020 Deferred tax assets Non-capital losses $ 8,595,000 $ 8,476,000 Equipment and other 225,000 225,000 Withholding tax credits 412,000 412,000 Un-deducted SR&ED expenditure pool 412,000 412,000 Investment tax credit 196,000 196,000 Share issuance costs 32,000 85,000 Royalty payable 715,000 - Unrecognized deferred tax assets (10,587,000 ) (9,806,000 ) $ - $ - |
Disclosure of detailed information about non-capital losses [Table Text Block] | Year of Expiry Amount 2026 6,000 2027 16,000 2028 533,000 2029 863,000 2031 1,664,000 2032 2,290,000 2033 39,000 2034 3,908,000 2035 4,356,000 2036 3,583,000 2037 6,062,000 2038 2,790,000 2039 3,407,000 2040 1,878,000 2041 440,000 $ 31,835,000 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about financial instruments [abstract] | |
Disclosure of detailed information about contractual maturities of financial liabilities [Table Text Block] | Years of Expiry Financial Instruments Amounts Within 1 year Accounts payable and accrued liabilities $ 708,563 Within 2 to 5 years CEBA loan payable $ 42,709 Within 2 to 5 years Preference shares $ 958,430 Greater than 5 years Put liability $ 3,393,337 Greater than 5 years Royalty payable $ 20,284,800 Total $ 25,387,839 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about Basis of Presentation [Abstract] | |||
Accumulated deficit | $ 42,231,642 | $ 38,158,327 | |
Net loss | $ 4,073,315 | $ 1,580,285 | $ 3,004,159 |
Critical Accounting Estimates_2
Critical Accounting Estimates and Judgements (Narrative) (Details) - Mainpointe [Member] - Replicel Injector Product Line [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Critical Accounting Estimates And Judgement [Line Items] | |
Royalty revenue | $ 16 |
Royalty description | Under this royalty arrangement, RepliCel has provided Mainepointe with a right to participate in RepliCel's royalty revenue stream up to a maximum payout of $16 million US and certain distribution rights of RepliCel Injector Product Line in the United States. Management is required to make an estimate to determine the timing of the Company's royalty revenue stream up to $16 million US. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Securities Antidilutive [Line Items] | |||
Guaranteed investment certificate, interest rate | 2.20% | ||
Number of shares potentially issuable are not included in the computation of loss per share | 4,644,555 | 3,554,555 | 5,623,184 |
Employee Stock Options [Member] | |||
Securities Antidilutive [Line Items] | |||
Number of shares potentially issuable are not included in the computation of loss per share | 2,825,000 | 1,730,000 | 1,830,000 |
Warrants [Member] | |||
Securities Antidilutive [Line Items] | |||
Number of shares potentially issuable are not included in the computation of loss per share | 1,819,555 | 1,824,555 | 3,793,183 |
Preference Shares [Member] | |||
Securities Antidilutive [Line Items] | |||
Preference shares, redemption period | 5 years | ||
Redemption price per share | $ 0.74 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disclosure of detailed information about estimated useful life or depreciation rate (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and Equipment [Member] | |
Statements Line Items | |
Depreciation and amortization rates | 20% |
Computer Equipment [Member] | |
Statements Line Items | |
Depreciation and amortization rates | 30% |
Equipment - Disclosure of detai
Equipment - Disclosure of detailed information about property, plant and equipment (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | $ 4,425 | |
Property, plant and equipment at end of period | 3,277 | $ 4,425 |
Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 56,000 | 56,000 |
Additions | 0 | 0 |
Disposals | 0 | 0 |
Property, plant and equipment at end of period | 56,000 | 56,000 |
Depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (51,575) | (50,001) |
Depreciation | 1,148 | 1,574 |
Property, plant and equipment at end of period | (52,723) | (51,575) |
Furniture and Equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 1,802 | |
Property, plant and equipment at end of period | 1,441 | 1,802 |
Furniture and Equipment [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 14,249 | 14,249 |
Additions | 0 | 0 |
Disposals | 0 | 0 |
Property, plant and equipment at end of period | 14,249 | 14,249 |
Furniture and Equipment [Member] | Depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (12,447) | (11,996) |
Depreciation | 361 | 451 |
Property, plant and equipment at end of period | (12,808) | (12,447) |
Computer Equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 2,623 | |
Property, plant and equipment at end of period | 1,836 | 2,623 |
Computer Equipment [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 41,751 | 41,751 |
Additions | 0 | 0 |
Disposals | 0 | 0 |
Property, plant and equipment at end of period | 41,751 | 41,751 |
Computer Equipment [Member] | Depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (39,128) | (38,005) |
Depreciation | 787 | 1,123 |
Property, plant and equipment at end of period | $ (39,915) | $ (39,128) |
Licensing and Collaboration A_2
Licensing and Collaboration Agreement - YOFOTO (China) Health Industry Co. Ltd. (Narrative) (Details) - YOFOTO (China) Health Industry Co. Ltd. [Member] - Definitive Licensing And Collaborative Agreement [Member] - Replicel [Member] - CAD ($) | 12 Months Ended | |||
Oct. 09, 2018 | Jul. 10, 2018 | Dec. 31, 2020 | Dec. 31, 2021 | |
Licensing And Collaboration Agreement [Line Items] | ||||
Milestone payments | $ 4,750,000 | |||
Royalty expense | $ 7,000,000 | |||
Private Placement [Member] | ||||
Licensing And Collaboration Agreement [Line Items] | ||||
License period | 15 years | |||
Amount invested in private placement | $ 5,090,005 | $ 5,090,005 | ||
Share price | $ 0.95 | |||
Percentage of warrant coverage | 20% | |||
Number of shares issued for licensing and collaboration agreement | 5,357,900 | |||
Ownership description of shares | 19.9% | |||
Percentage of success fee paid | 10% | |||
Upfront fees | $ 509,001 | |||
Percentage of success fee for milestone fees and royalty fees received | 5% | |||
Finder fees | $ 509,001 | |||
Finder fees for contract asset and share issuance cost | 509,001 | |||
Common shares put net | 715,280 | |||
Common shares put gross | 794,755 | |||
Cost of common shares | $ 79,476 | |||
Number of warrants issued | 1,071,580 | |||
Warrants net | $ 161,684 | |||
Warrants gross | 179,649 | |||
Cost of warrants | 17,965 | |||
Put liability net | 520,426 | |||
Put liability gross | 578,251 | |||
Cost of put liability | $ 57,825 | |||
Fair value put liability repayable | $ 3,393,337 | |||
Period of license fees revenue recognized | 10 years | |||
Proceeds allocated to license fees revenue | $ 3,537,350 | |||
Repayable period | 8 years 6 months | |||
Discounted rate | 23% | |||
Amortized cost of put liability | $ 520,426 | |||
Accretion expense on put liability | $ 176,085 | $ 219,236 |
Investment and U.S. Partnersh_3
Investment and U.S. Partnership - Mainpointe Pharmaceuticals, LLC (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2021 CAD ($) shares | Dec. 31, 2021 USD ($) | Feb. 08, 2021 CAD ($) | Nov. 29, 2021 CAD ($) | Aug. 30, 2021 CAD ($) | Aug. 21, 2021 CAD ($) $ / shares | Apr. 23, 2021 CAD ($) | Apr. 21, 2021 CAD ($) | Mar. 23, 2021 CAD ($) | Feb. 15, 2021 CAD ($) | Dec. 31, 2021 CAD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 CAD ($) | Dec. 31, 2021 USD ($) shares | Feb. 17, 2021 shares | Jan. 22, 2021 CAD ($) | |
Investment and US Partnership [Line Items] | |||||||||||||||||
Amount of wire fees and foreign exchange translation differences | $ 1,116 | ||||||||||||||||
Net present value of profit earn | $ 2,000,000 | ||||||||||||||||
Number of shares issued | shares | 34,959,207 | 34,959,207 | 34,959,207 | 5,000 | |||||||||||||
Percentage of earned amount paid from sale of NBDS products | 5% | 5% | |||||||||||||||
Percentage of earned amount paid from sale of DSC products | 20% | 20% | |||||||||||||||
Royalty payable classified as financial liability | $ 16,000,000 | ||||||||||||||||
Effective interest rate | 57% | 57% | |||||||||||||||
Loss on re-measurement of derivative liability | $ 662,108 | $ 0 | $ 0 | ||||||||||||||
Accretion Exchange Loss | 15,565 | ||||||||||||||||
Royalty Payable | $ 1,901,547 | 1,901,547 | |||||||||||||||
2.34 (current estimate) [Member] | |||||||||||||||||
Investment and US Partnership [Line Items] | |||||||||||||||||
Accretion Expense | $ 732,069 | ||||||||||||||||
Effective interest rate | 57% | 57% | |||||||||||||||
Payback Period (years) | 2 years 4 months 2 days | 2 years 4 months 2 days | |||||||||||||||
Replicel [Member] | |||||||||||||||||
Investment and US Partnership [Line Items] | |||||||||||||||||
U.S market expiration period | 4 years | 4 years | |||||||||||||||
Revenue from sale of products | $ 2,000,000 | ||||||||||||||||
Mainpointe [Member] | |||||||||||||||||
Investment and US Partnership [Line Items] | |||||||||||||||||
Aggregate maximum amount of royalty | $ 16,000,000 | ||||||||||||||||
Share Purchase Agreement [Member] | |||||||||||||||||
Investment and US Partnership [Line Items] | |||||||||||||||||
Amount of investment made | $ 199,472 | $ 500,528 | $ 300,000 | $ 717,871 | $ 700,000 | $ 490,000 | $ 1,200,000 | ||||||||||
Common stock price per share | $ / shares | $ 0.675 | ||||||||||||||||
Amount of wire fees and foreign exchange translation differences | $ 2,700,000 | ||||||||||||||||
Share Purchase Agreement [Member] | TSX Venture Exchange [Member] | |||||||||||||||||
Investment and US Partnership [Line Items] | |||||||||||||||||
Amount of investment made | $ 492,092 | ||||||||||||||||
Share Purchase Agreement [Member] | Replicel [Member] | |||||||||||||||||
Investment and US Partnership [Line Items] | |||||||||||||||||
Strategic Investment Received | $ 2,700,000 | ||||||||||||||||
Number of shares issued | shares | 3,986,684 | 3,986,684 | 3,986,684 | ||||||||||||||
Share Purchase Agreement [Member] | Mainpointe [Member] | |||||||||||||||||
Investment and US Partnership [Line Items] | |||||||||||||||||
Strategic Investment Received | $ 2,700,000 | ||||||||||||||||
Number of aggregate common share | shares | 4,000,000 | 4,000,000 | |||||||||||||||
Royalty income | $ 16,000,000 | ||||||||||||||||
Amount of investment made | $ 298,921 | $ 500,000 |
Investment and U.S. Partnersh_4
Investment and U.S. Partnership - Mainpointe Pharmaceuticals, LLC - Disclosure of aggregate consideration received in investment and U.S. partnership (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investment and US Partnership [Line Items] | |||
Amount Of Tranche | $ 2,698,884 | ||
Share capital or share subscription | 1,459,445 | ||
Royalty payable | 1,901,547 | ||
Loss on re-measurement of derivative liability | (662,108) | $ 0 | $ 0 |
Derivative financial liabilities | 0 | ||
February 8, 2021 [Member] | |||
Investment and US Partnership [Line Items] | |||
Amount Of Tranche | 492,092 | ||
Share capital or share subscription | 364,512 | ||
Royalty payable | 346,287 | ||
Loss on re-measurement of derivative liability | (218,707) | ||
Derivative financial liabilities | 0 | ||
March 23, 2021 [Member] | |||
Investment and US Partnership [Line Items] | |||
Amount Of Tranche | 490,000 | ||
Share capital or share subscription | 272,222 | ||
Royalty payable | 344,815 | ||
Loss on re-measurement of derivative liability | (127,037) | ||
Derivative financial liabilities | 445,384 | ||
April 23, 2021 [Member] | |||
Investment and US Partnership [Line Items] | |||
Amount Of Tranche | 717,871 | ||
Share capital or share subscription | 378,667 | ||
Royalty payable | 507,376 | ||
Loss on re-measurement of derivative liability | (168,172) | ||
Derivative financial liabilities | (163,892) | ||
August 30, 2021 [Member] | |||
Investment and US Partnership [Line Items] | |||
Amount Of Tranche | 500,528 | ||
Share capital or share subscription | 240,995 | ||
Royalty payable | 352,224 | ||
Loss on re-measurement of derivative liability | (92,691) | ||
Derivative financial liabilities | (225,991) | ||
November 30, 2021 [Member] | |||
Investment and US Partnership [Line Items] | |||
Amount Of Tranche | 498,393 | ||
Share capital or share subscription | 203,049 | ||
Royalty payable | 350,845 | ||
Loss on re-measurement of derivative liability | (55,501) | ||
Derivative financial liabilities | $ (55,501) |
Investment and U.S. Partnersh_5
Investment and U.S. Partnership - Mainpointe Pharmaceuticals, LLC - Disclosure of common shares fulfill Of obligations pursuant to share purchase agreement (Details) - shares | Dec. 31, 2021 | Feb. 17, 2021 |
Investment and US Partnership [Line Items] | ||
Number of shares issued | 34,959,207 | 5,000 |
Share Purchase Agreement [Member] | Replicel [Member] | ||
Investment and US Partnership [Line Items] | ||
Number of shares issued | 3,986,684 | |
February 8, 2021 [Member] | Share Purchase Agreement [Member] | ||
Investment and US Partnership [Line Items] | ||
Number of shares issued | 729,024 | |
April 23, 2021 [Member] | Share Purchase Agreement [Member] | ||
Investment and US Partnership [Line Items] | ||
Number of shares issued | 1,777,778 | |
December 17, 2021 [Member] | Share Purchase Agreement [Member] | ||
Investment and US Partnership [Line Items] | ||
Number of shares issued | 1,479,882 |
Investment and U.S. Partnersh_6
Investment and U.S. Partnership - Mainpointe Pharmaceuticals, LLC - Disclosure of effective interest rate estimate (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investment and US Partnership [Line Items] | |||
Effective interest rate | 57% | ||
Accretion expense for December 31, 2021 | $ 732,069 | $ 0 | $ 0 |
2.34 (current estimate) [Member] | |||
Investment and US Partnership [Line Items] | |||
Effective interest rate | 57% | ||
Royalty payable estimate at December 31, 2021 | $ 2,649,181 | ||
Accretion expense for December 31, 2021 | $ 732,069 | ||
Payback Period (years) | 2 years 4 months 2 days | ||
5.00 [Member] | |||
Investment and US Partnership [Line Items] | |||
Effective interest rate | 40% | ||
Royalty payable estimate at December 31, 2021 | $ 2,394,851 | ||
Accretion expense for December 31, 2021 | $ 480,274 | ||
Payback Period (years) | 5 years | ||
7.50 [Member] | |||
Investment and US Partnership [Line Items] | |||
Effective interest rate | 31% | ||
Royalty payable estimate at December 31, 2021 | $ 2,273,368 | ||
Accretion expense for December 31, 2021 | $ 360,048 | ||
Payback Period (years) | 7 years 6 months | ||
10.00 [Member] | |||
Investment and US Partnership [Line Items] | |||
Effective interest rate | 25% | ||
Royalty payable estimate at December 31, 2021 | $ 2,203,707 | ||
Accretion expense for December 31, 2021 | $ 291,122 | ||
Payback Period (years) | 10 years |
Preference shares (Narrative) (
Preference shares (Narrative) (Details) - CAD ($) | 12 Months Ended | |||
Sep. 12, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of classes of share capital [line items] | ||||
Proceeds from issuance of preference shares | $ 0 | $ 0 | $ 415,998 | |
Accrued dividends | $ 22,872 | $ 39,814 | ||
Class A Preference Shares [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Number of preference shares issued | 1,089,125 | |||
Share price per share | $ 0.4 | |||
Proceeds from issuance of preference shares | $ 435,650 | |||
Fixed dividend rate | 7% | |||
Redemption period | 5 years | |||
Conversion price per share | $ 0.33 | |||
Redemption price per share | 0.74 | |||
Class A Preference Shares [Member] | From date of issuance to first anniversary of issue Date [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Conversion price per share | 0.468 | |||
Class A Preference Shares [Member] | From day after first anniversary of issue date to date of second anniversary [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Conversion price per share | 0.536 | |||
Class A Preference Shares [Member] | From day after second anniversary of issue date to date of third anniversary [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Conversion price per share | 0.604 | |||
Class A Preference Shares [Member] | From day after third anniversary of issue date to date of fourth anniversary [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Conversion price per share | 0.672 | |||
Class A Preference Shares [Member] | From day after fourth anniversary of issue date to date of fifth anniversary [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Conversion price per share | $ 0.74 |
Preference shares - Continuity
Preference shares - Continuity of the preferred share liability (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Preference Shares [Abstract] | ||
Opening preference share liability | $ 517,773 | $ 449,287 |
Dividends accrued | 30,495 | 30,495 |
Accretion | 110,855 | 37,991 |
Settlement of dividends through issuance of common shares | (47,737) | 0 |
Exercisable, December 31, 2021 and 2020 | $ 611,386 | $ 517,773 |
Government grant (Narrative) (D
Government grant (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Government Grants [Abstract] | |||
Interest-free loan from Canada Emergency Business Account (CEBA) | $ 0 | $ 60,000 | $ 0 |
Description of loan forgiveness | Repayment of $40,000 by December 31, 2022 results in a $20,000 loan forgiveness. | ||
Term of loan | 3 years | ||
Interest rate on loan | 5% | ||
Estimated initial carrying value of loan | $ 26,663 | ||
Discount rate on loan | 18% | ||
Loan liability | $ 13,378 | ||
Accretion on CEBA loan | 5,528 | 0 | 0 |
Government grant income | $ 2,819 | $ 22,105 | $ 0 |
Promissory note (Narrative) (De
Promissory note (Narrative) (Details) | Nov. 12, 2020 CAD ($) | Nov. 12, 2020 USD ($) |
Disclosure Of Promissory Note [Abstract] | ||
Promissory note | $ 47,299 | $ 37,149 |
Promissory note interest rate percentage | 8% | 8% |
Share Capital (Narrative) (Deta
Share Capital (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Jul. 15, 2020 CAD ($) $ / shares shares | Oct. 10, 2019 CAD ($) $ / shares shares | Oct. 09, 2018 CAD ($) | Jul. 10, 2018 CAD ($) $ / shares | Jun. 15, 2021 Share shares $ / shares | May 17, 2021 CAD ($) shares | Mar. 25, 2021 CAD ($) $ / shares shares | Feb. 17, 2021 CAD ($) shares | Oct. 28, 2020 CAD ($) shares | Aug. 31, 2020 CAD ($) shares | Aug. 18, 2020 CAD ($) shares | Jan. 17, 2019 CAD ($) $ / shares shares | Dec. 31, 2021 CAD ($) shares $ / shares | Dec. 31, 2020 CAD ($) $ / shares | Dec. 31, 2019 CAD ($) $ / shares | Jan. 22, 2021 CAD ($) | Dec. 31, 2018 $ / shares | |
Share capital [Line Items] | |||||||||||||||||
Number of shares issued | shares | 5,000 | 34,959,207 | |||||||||||||||
Number of shares outstanding | shares | 34,959,207 | ||||||||||||||||
Exercise price of warrants granted | $ / shares | $ 0.36 | ||||||||||||||||
Amount of debt settlement | $ 256,769 | $ 256,769 | $ 349,555 | ||||||||||||||
Gain on debt settlement | $ 31,137 | $ 800 | $ 107,395 | ||||||||||||||
Weighted average exercise price of share options granted | $ / shares | $ 0.4 | ||||||||||||||||
Stock-based compensation (Note 12 (e)) | $ 471,756 | $ 3,397 | $ 26,275 | ||||||||||||||
Weighted average exercise price of share options outstanding | $ / shares | $ 0.41 | $ 0.51 | $ 0.51 | $ 0.79 | |||||||||||||
Number of share options granted | shares | 1,715,000 | 1,715,000 | |||||||||||||||
Exercise of warrants | $ 1,800 | ||||||||||||||||
Gross proceeds from Mainpointe Investment | $ 2,698,884 | $ 0 | $ 0 | ||||||||||||||
Common shares issued | shares | 126,492 | 5,000 | |||||||||||||||
Accrued dividends | $ 22,872 | 39,814 | |||||||||||||||
Stock Option Plan [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Description of stock option plan | On May 21, 2014, the Company approved a Stock Option Plan whereby the Company may grant stock options to directors, officers, employees and consultants. The maximum number of shares reserved for issue under the plan cannot exceed 10% of the outstanding common shares of the Company as at the date of the grant. The stock options can be exercisable for a maximum of 10 years from the grant date and with various vesting terms. | ||||||||||||||||
Stock-based compensation (Note 12 (e)) | $ 471,755 | 3,397 | 26,275 | ||||||||||||||
Weighted average remaining contractual life of outstanding share options | 3 years 3 months 29 days | ||||||||||||||||
Unrecognized stock based compensation | $ 84,033 | $ 0 | $ 3,409 | ||||||||||||||
Stock Option Plan [Member] | Bottom of range [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Weighted average exercise price of share options outstanding | $ / shares | $ 0.4 | ||||||||||||||||
Stock Option Plan [Member] | Top of range [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Weighted average exercise price of share options outstanding | $ / shares | $ 0.43 | ||||||||||||||||
August 2020 Debt Settlement [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Amount of debt settlement | $ 256,769 | $ 256,769 | |||||||||||||||
Number of shares issued to creditors | shares | 1,426,491 | 1,426,491 | |||||||||||||||
Directors, officers, consultants and employees [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Number of share options granted | shares | 1,715,000 | ||||||||||||||||
Directors, officers, consultants and employees [Member] | Stock Option Plan [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Weighted average exercise price of share options granted | $ / shares | $ 0.4 | ||||||||||||||||
Directors, officers, consultants and employees [Member] | Vest in equal amounts each calendar quarter over the next 24 months [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Number of share options vested | Share | 1,090,000 | ||||||||||||||||
Directors, officers, consultants and employees [Member] | Vest immediately [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Number of share options vested | Share | 625,000 | ||||||||||||||||
Certain creditors ("Creditors") [Member] | March 2021 Debt Settlement [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Amount of debt settlement | $ 342,501 | ||||||||||||||||
Number of shares issued to creditors | shares | 889,612 | ||||||||||||||||
Share price | $ / shares | $ 0.385 | ||||||||||||||||
Gain on debt settlement | $ 31,137 | ||||||||||||||||
Certain creditors ("Creditors") [Member] | October 2020 Debt Settlement [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Amount of debt settlement | $ 28,800 | ||||||||||||||||
Number of shares issued to creditors | shares | 160,000 | ||||||||||||||||
Gain on debt settlement | $ 800 | ||||||||||||||||
Certain creditors ("Creditors") [Member] | Settlement Agreements [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Amount of debt settlement | $ 210,369 | $ 349,555 | |||||||||||||||
Number of shares issued to creditors | shares | 751,318 | 735,904 | |||||||||||||||
Share price | $ / shares | $ 0.28 | $ 0.475 | |||||||||||||||
Gain on debt settlement | $ 15,027 | $ 92,368 | |||||||||||||||
Directors or officers [Member] | August 2020 Debt Settlement [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Amount of debt settlement | $ 204,769 | $ 204,769 | |||||||||||||||
Directors or officers [Member] | Settlement Agreements [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Amount of debt settlement | $ 210,369 | $ 277,719 | |||||||||||||||
Mainpointe [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Gross proceeds from Mainpointe Investment | $ 2,698,884 | ||||||||||||||||
Common shares issued | shares | 3,986,684 | ||||||||||||||||
Common shares issued value | $ 1,459,445 | ||||||||||||||||
Mainpointe [Member] | Share Purchase Agreement [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Strategic investment | $ 2,700,000 | ||||||||||||||||
Replicel [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Common shares issued | shares | 126,492 | ||||||||||||||||
Accrued dividends | $ 47,737 | ||||||||||||||||
Replicel [Member] | Share Purchase Agreement [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Number of shares issued | shares | 3,986,684 | ||||||||||||||||
Strategic investment | $ 2,700,000 | ||||||||||||||||
Private Placement [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Number of units issued | shares | 3,649,110 | ||||||||||||||||
Units issued price per unit | $ / shares | $ 0.18 | ||||||||||||||||
Gross proceeds from issuance of units | $ 656,840 | ||||||||||||||||
Exercise price of warrants granted | $ / shares | $ 0.36 | ||||||||||||||||
Minimum closing price of shares | $ / shares | $ 0.45 | ||||||||||||||||
Number of consecutive trading days | 10 days | ||||||||||||||||
Private Placement [Member] | YOFOTO (China) Health Industry Co. Ltd. [Member] | Replicel [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Number of shares subject to put option | shares | 1,785,967 | ||||||||||||||||
Private Placement [Member] | YOFOTO (China) Health Industry Co. Ltd. [Member] | Replicel [Member] | Definitive Licensing And Collaborative Agreement [Member] | |||||||||||||||||
Share capital [Line Items] | |||||||||||||||||
Share price | $ / shares | $ 0.95 | ||||||||||||||||
License period | 15 years | ||||||||||||||||
Amount invested in private placement | $ 5,090,005 | $ 5,090,005 | |||||||||||||||
Percentage of warrant coverage | 20% | ||||||||||||||||
Ownership description of shares | 19.9% |
Share Capital - Disclosure of d
Share Capital - Disclosure of detailed information about options, valuation assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 CAD ($) Year $ / shares | Dec. 31, 2020 CAD ($) Year $ / shares | Dec. 31, 2019 CAD ($) Year $ / shares | |
Disclosure Of Detailed Information About Share Capital [Abstract] | |||
Risk fee rate | 2.54% | 0% | 0% |
Expected life (years) | Year | 5 | 0 | 0 |
Volatility | 113% | 0% | 0% |
Expected Dividend | $ | $ 0 | $ 0 | $ 0 |
Expected forfeiture rate | 0% | 0% | 0% |
Exercise price | $ 0.4 | $ 0 | $ 0 |
Grant date fair value | $ 0.32 | $ 0 | $ 0 |
Share Capital - Disclosure of n
Share Capital - Disclosure of number and weighted average exercise prices of share options (Details) | 1 Months Ended | 12 Months Ended | ||
Jun. 15, 2021 shares | Dec. 31, 2021 shares $ / shares | Dec. 31, 2020 shares $ / shares | Dec. 31, 2019 shares $ / shares | |
Disclosure Of Detailed Information About Share Capital [Abstract] | ||||
Number of share options outstanding at beginning of period | shares | 1,730,000 | 1,830,000 | 2,080,000 | |
Weighted average exercise price of share options outstanding at beginning of period | $ / shares | $ 0.51 | $ 0.51 | $ 0.79 | |
Number of share options granted | shares | 1,715,000 | 1,715,000 | ||
Weighted average exercise price of share options granted | $ / shares | $ 0.4 | |||
Number of share options expired | shares | (620,000) | |||
Weighted average exercise price of share options expired | $ / shares | $ 0.66 | |||
Number of share options cancelled | shares | (100,000) | (250,000) | ||
Weighted average exercise price of share options cancelled | $ / shares | $ 0.52 | $ 0.91 | ||
Number of share options outstanding at end of period | shares | 2,825,000 | 1,730,000 | 1,830,000 | |
Weighted average exercise price of share options outstanding at end of period | $ / shares | $ 0.41 | $ 0.51 | $ 0.51 | |
Number of share options exercisable at end of period | shares | 2,007,500 | 1,730,000 | 1,755,000 | |
Weighted average exercise price of share options exercisable at end of period | $ / shares | $ 0.42 | $ 0.51 | $ 0.54 |
Share Capital - Disclosure of_2
Share Capital - Disclosure of detailed information about warrants outstanding (Details) | Dec. 31, 2021 shares $ / shares | Dec. 31, 2020 shares $ / shares | Dec. 31, 2019 shares $ / shares |
Share capital [Line Items] | |||
Number of warrants outstanding in share-based payment arrangement | shares | 1,819,555 | 1,824,555 | 3,793,184 |
Weighted average exercise price of warrants outstanding in share-based payment arrangement | $ / shares | $ 0.36 | $ 0.36 | $ 1.7 |
July 15, 2020 [Member] | |||
Share capital [Line Items] | |||
Number of warrants outstanding in share-based payment arrangement | shares | 1,819,555 | ||
Weighted average exercise price of warrants outstanding in share-based payment arrangement | $ / shares | $ 0.36 |
Share Capital - Disclosure of_3
Share Capital - Disclosure of detailed information about warrants, activity (Details) | 12 Months Ended | |
Dec. 31, 2021 shares $ / shares | Dec. 31, 2020 shares $ / shares | |
Disclosure Of Detailed Information About Share Capital [Abstract] | ||
Number of warrants outstanding at beginning of period | shares | 1,824,555 | 3,793,184 |
Weighted average exercise price of warrants outstanding at beginning of period | $ / shares | $ 0.36 | $ 1.7 |
Number of warrants expired | shares | (5,000) | (3,793,184) |
Weighted average exercise price of warrants expired | $ / shares | $ 0.36 | $ 1.7 |
Number of warrants issued | shares | 1,824,555 | |
Weighted average exercise price of warrants issued | $ / shares | $ 0.36 | |
Number of warrants outstanding at end of period | shares | 1,819,555 | 1,824,555 |
Weighted average exercise price of warrants outstanding at end of period | $ / shares | $ 0.36 | $ 0.36 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - CAD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jul. 15, 2020 | Jun. 30, 2021 | Apr. 19, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Aug. 18, 2020 | Jan. 17, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of classes of share capital [line items] | ||||||||||
Accrued dividends | $ 22,872 | $ 39,814 | ||||||||
Amount of debt settlement | $ 256,769 | $ 256,769 | $ 349,555 | |||||||
Proceeds from issue of preference shares | $ 0 | 0 | $ 415,998 | |||||||
Director [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Number of common shares subscribed | 1,125,500 | |||||||||
Value of common shares subscribed | $ 202,590 | |||||||||
June 2021 Debt Settlement [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Number of shares issued to creditors | 889,612 | |||||||||
Amount of debt settlement | $ 342,500 | |||||||||
June 2021 Debt Settlement [Member] | Directors or officers [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Amount of debt settlement | $ 141,052 | |||||||||
August 2020 Debt Settlement [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Number of shares issued to creditors | 1,426,491 | 1,426,491 | ||||||||
Amount of debt settlement | $ 256,769 | $ 256,769 | ||||||||
August 2020 Debt Settlement [Member] | Directors or officers [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Amount of debt settlement | $ 204,769 | $ 204,769 | ||||||||
Dividend Payment [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Accrued dividends | $ 47,437 | |||||||||
Units issued price per unit | $ 0.375 | |||||||||
TSX Venture Exchange [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Accrued dividends | $ 47,737 | |||||||||
Number of shares issued to creditors | 126,492 | |||||||||
Units issued price per unit | $ 0.375 | |||||||||
TSX Venture Exchange [Member] | Directors or officers [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Accrued dividends | $ 14,156 | |||||||||
Private Placement [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Number of units issued | 3,649,110 | |||||||||
Units issued price per unit | $ 0.18 | |||||||||
Gross proceeds from issuance of units | $ 656,840 | |||||||||
Preference Shares [Member] | Three Directors [Member] | ||||||||||
Disclosure of classes of share capital [line items] | ||||||||||
Accrued dividends | $ 6,825 | $ 11,881 | ||||||||
Number of preference shares issued | 325,000 | |||||||||
Proceeds from issue of preference shares | $ 130,000 |
Related Party Transactions - Di
Related Party Transactions - Disclosure of detailed information about trade and other payables (Details) - CAD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of transactions between related parties [line items] | ||
Payables to related parties | $ 106,583 | $ 263,405 |
Companies controlled by directors of Company [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Payables to related parties | 31,500 | 72,070 |
Directors or officers of the Company [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Payables to related parties | $ 75,083 | $ 191,335 |
Related Party Transactions - _2
Related Party Transactions - Disclosure of transactions between related parties (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related party transactions [abstract] | |||
Research and development | $ 48,404 | $ 48,358 | $ 166,023 |
Related party transactions | $ 48,404 | $ 48,358 | $ 166,023 |
Related Party Transactions - _3
Related Party Transactions - Disclosure of information about key management personnel (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related party transactions [abstract] | |||
General and administrative - salaries and contracts | $ 336,000 | $ 336,000 | $ 336,000 |
Directors' fees | 75,083 | 71,250 | 70,500 |
Stock-based compensation | 382,442 | 3,397 | 26,275 |
Key management compensation | $ 793,525 | $ 410,647 | $ 432,775 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | Dec. 31, 2021 CAD ($) |
Disclosure Of Detailed Information About income tax [Abstract] | |
Non-capital losses | $ 31,835,000 |
Income Taxes - Disclosure of de
Income Taxes - Disclosure of detailed information about tax expense (Details) - CAD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||||
Deferred tax expense | $ 0 | $ 0 | $ 0 | |
Total | $ 0 | 0 | 0 | 0 |
Canadian [Member] | ||||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||||
Current tax expense | 0 | 0 | 0 | |
Foreign [Member] | ||||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||||
Current tax expense | $ 0 | $ 0 | $ 0 |
Income Taxes - Disclosure of _2
Income Taxes - Disclosure of detailed information about effective income tax expense (recovery) (Details) - CAD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Major components of tax expense (income) [abstract] | ||||
Net income (loss) for the year before taxes | $ (4,073,315) | $ (1,580,285) | $ (3,004,159) | |
Combined federal and provincial income tax rate | 27% | 27% | 27% | |
Expected income tax expense (recovery) | $ (1,099,000) | $ (426,677) | $ (811,000) | |
Increase (decrease) resulting from | ||||
Non-deductible and others items | (318,000) | (17,000) | (48,000) | |
Change in unrecognized deferred tax assets | (781,000) | (443,677) | 859,000 | |
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes - Disclosure of _3
Income Taxes - Disclosure of deferred taxes (Details) - CAD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax asset (liability) | $ 0 | $ 0 |
Non-capital losses [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax asset | 8,595,000 | 8,476,000 |
Equipment and other [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax asset | 225,000 | 225,000 |
Withholding tax credits [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax asset | 412,000 | 412,000 |
Un-deducted SR&ED expenditure pool [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax asset | 412,000 | 412,000 |
Investment tax credit [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax asset | 196,000 | 196,000 |
Share issuance costs [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax asset | 32,000 | 85,000 |
Royalty payable [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax asset | 715,000 | 0 |
Unrecognized deferred tax assets [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax asset | $ (10,587,000) | $ (9,806,000) |
Income Taxes - Disclosure of _4
Income Taxes - Disclosure of detailed information about non-capital losses (Details) | Dec. 31, 2021 CAD ($) |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | $ 31,835,000 |
2026 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 6,000 |
2027 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 16,000 |
2028 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 533,000 |
2029 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 863,000 |
2031 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 1,664,000 |
2032 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 2,290,000 |
2033 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 39,000 |
2034 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 3,908,000 |
2035 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 4,356,000 |
2036 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 3,583,000 |
2037 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 6,062,000 |
2038 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 2,790,000 |
2039 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 3,407,000 |
2040 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | 1,878,000 |
2041 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non-capital losses | $ 440,000 |
Financial Instruments and Ris_3
Financial Instruments and Risk Management (Narrative) (Details) | Dec. 31, 2021 CAD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2020 USD ($) |
Disclosure of detailed information about financial instruments [line items] | ||||
Cash on hand | $ 40,740 | $ 32,134 | $ 13 | $ 10 |
Confidence interval | 1% | 1% | ||
Value at risk | $ 407 | $ 321 | ||
Accrued liabilities | $ 219,384 | $ 358,507 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - Disclosure of detailed information about contractual maturities of financial liabilities (Details) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 CAD ($) | Nov. 12, 2020 CAD ($) | Nov. 12, 2020 USD ($) | Dec. 31, 2019 CAD ($) |
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||||
Accounts payable and accrued liabilities | $ 708,563 | $ 1,320,220 | |||
Promissory note | $ 47,299 | $ 37,149 | |||
CEBA loan payable | 34,255 | 28,727 | |||
Preference shares | 611,386 | 517,773 | $ 449,287 | ||
Put liability | 1,113,853 | $ 894,617 | |||
Royalty Payable | 1,901,547 | ||||
Total | 25,387,839 | ||||
Within 1 year [Member] | |||||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||||
Accounts payable and accrued liabilities | 708,563 | ||||
Within 2 to 5 years [Member] | |||||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||||
CEBA loan payable | 42,709 | ||||
Preference shares | 958,430 | ||||
Greater than 5 years [Member] | |||||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||||
Put liability | 3,393,337 | ||||
Royalty Payable | $ 20,284,800 |
Non-cash Transactions (Narrativ
Non-cash Transactions (Narrative) (Details) - CAD ($) | 1 Months Ended | 12 Months Ended | |||
May 17, 2021 | Feb. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Non Cash Transactions [Line Items] | |||||
Debt extinguishment, amount | $ 342,501 | $ 284,769 | $ 559,924 | ||
Issuance of units for settlement of debt | 889,612 | 1,586,491 | 1,487,222 | ||
Gross proceeds from Mainpointe Investment | $ 2,698,884 | $ 0 | $ 0 | ||
Common shares issued | 126,492 | 5,000 | |||
Exercise of warrants | $ 1,800 | ||||
Settlement of dividends through issuance of common shares | $ 47,737 | ||||
Mainpointe [Member] | |||||
Disclosure Of Non Cash Transactions [Line Items] | |||||
Gross proceeds from Mainpointe Investment | $ 2,698,884 | ||||
Common shares issued | 3,986,684 | ||||
Common shares issued value | $ 1,459,445 |
Events after Reporting Period (
Events after Reporting Period (Narrative) (Details) - CAD ($) | 1 Months Ended | 12 Months Ended | |||
May 04, 2022 | Mar. 21, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of non-adjusting events after reporting period [line items] | |||||
Gross proceeds from private placement | $ 0 | $ 656,840 | $ 0 | ||
Private Placement [Member] | Events After Reporting Period [Member] | |||||
Disclosure of non-adjusting events after reporting period [line items] | |||||
Number of shares issued | 4,218,470 | 8,333,333 | |||
Equity issuance price per share | $ 0.18 | ||||
Gross proceeds from private placement | $ 759,325 | $ 1,500,000 | |||
Warrant purchase price per share | $ 0.4 | ||||
Term of warrant | 3 years |