UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2013
Commission File Number 000-50112
RepliCel Life Sciences Inc.
(Translation of registrant’s name into English)
2020 – 401 West Georgia Street, Vancouver, British Columbia Canada V6B 5A1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
BRITISH COLUMBIA
ONTARIO
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. | Name and Address of Company |
RepliCel Life Sciences Inc. (the “Company”)
Suite 2020 – 401 West Georgia Street
Vancouver, BC V6B 5A1
Item 2. | Date of Material Change |
May 21, 2013
Item 3. | News Release |
News Release dated May 21, 2013 was disseminated via Marketwire on May 21, 2013.
Item 4. | Summary of Material Change |
The Company announced that it closed a private placement financing (the “Financing”) pursuant to which it issued 400,000 units at a price of CAD$0.31 per unit for gross proceeds of CAD$124,000.
Each unit issued consisted of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase an additional common share at CAD$0.50 per share for a period of 24 months from the closing of the Financing. An initial tranche of 1,643,555 units for gross proceeds of CAD$509,502 closed on April 10, 2013.
All securities issued in connection with the Financing are subject to a hold period in accordance with applicable Canadian and United States securities laws. Proceeds of the Financing will be used for general working capital requirements.
Item 5. | Full Description of Material Change |
5.1 Full Description of Material Change
See attached news release.
5.2 Disclosure for Restructuring Transactions
N/A
Item 6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not Applicable.
Item 7. | Omitted Information |
Not Applicable.
Item 8. | Executive Officer |
David Hall, President and Director 604.248.8730
Item 9. | Date of Report |
May 21, 2013
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NEWS RELEASE
RepliCel Announces Closing of Private Placement
VANCOUVER, BC – May 21, 2013 - RepliCel Life Sciences Inc. (the “Company” or “RepliCel”) (OTCBB: REPCF and CNSX: RP) is pleased to announce the closing of a private placement financing (the “Financing”), pursuant to which it has issued 400,000 units at a price of CAD$0.31 per unit for gross proceeds of CAD$124,000.
Each unit issued consisted of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase an additional common share at CAD$0.50 per share for a period of 24 months from the closing of the Financing. An initial tranche of 1,643,555 units for gross proceeds of CAD$509,502 closed on April 10, 2013.
All securities issued in connection with the Financing are subject to a hold period in accordance with applicable Canadian and United States securities laws. Proceeds of the Financing will be used for general working capital requirements.
None of the securities sold in the Financing have been or will be registered under the United States Securities Act of 1933, as amended (the “Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act.
On Behalf of the Board of Directors,
Peter Jensen, Chairman of the Board
For more information please contact:
Tammey George, Director of Communications
Telephone: 604-248-8696
tg@replicel.com
www.replicel.com
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RepliCel Life Sciences Inc.
/s/ Gemma Fetterley
Gemma Fetterley
VP Finance and Corporate Secretary
Date: May 22, 2013
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