Not for distribution to U.S. Newswire Services or for dissemination in the United States
Vancouver, BC, Canada-May 6, 2019 – RepliCel Life Sciences Inc. intends to conduct a non-brokered private placement offering of up to 3,333,333 Class A preference shares at a price of 75 cents per Class A share for aggregate gross proceeds of up to $2.5-million.
The Class A Shares carry certain rights and restrictions, which include:
Subject to the earlier conversion by shareholders and compliance with applicable laws, the Company may, in its discretion at any time, prior to the date that is five (5) years from the date of issuance of the Class A Shares (the “Required Redemption Date”) redeem all of the Class A Shares at a price of $1.50 per Class A Share (the “Redemption Price”). 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 proceeds of the Offering are expected to be used to secure certain regulatory approvals for, and to launch certain products currently in development by the Company and for general working capital purposes.
“This financing aligns very closely with our strategy to focus resources on transitioning the Company to commercial launch of products,” stated RepliCel President and CEO, R. Lee Buckler, “after which the Company anticipates being able to contribute funding to further product development and clinical testing using much more non-dilutive funding.”
Finder’s fees may be paid in connection with the Offering in accordance with the policies of the TSXV.
All of the Class A Shares issued, and any securities into which they may be exchanged or converted, are subject to resale restrictions imposed by applicable law or regulation, a statutory hold period expiring four months and one day from the date of closing (the “Closing”). The Offering is subject to approval from the TSXV.
None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
About RepliCel Life Sciences
RepliCel is a regenerative medicine company focused on developing cell therapies for aesthetic and orthopedic conditions affecting what the Company believes is approximately one in three people in industrialized nations, including aging/sun‐damaged skin, pattern baldness, and chronic tendon degeneration. These conditions, often associated with aging, are caused by a deficit of healthy cells required for normal tissue healing and function. These cell therapy product candidates are based on RepliCel’s innovative technology, utilizing cell populations isolated from a patient’s healthy hair follicles.
The Company’s product pipeline is comprised of RCT‐01 for tendon repair, RCS‐01 for skin rejuvenation, and RCH‐01 for hair restoration. RCH‐01 is exclusively licensed in Asia to Shiseido Company. RepliCel and Shiseido are currently co‐developing the product in Japan. RepliCel maintains the rights to RCH‐01 for the rest of the world. RCT‐01 and RCS‐01 are exclusively licensed in Greater China to YOFOTO (China) Health Company. RepliCel and YOFOTO are currently co‐developing these products in China. RepliCel maintains the rights to these products outside of Greater China.
RepliCel has also developed a proprietary injection device, RCI‐02, and related consumables, which is expected to improve the administration of its cell therapy products and certain other injectables. YOFOTO has exclusively licensed the commercial rights for the RCI‐02 device and consumables in Greater China for dermatology applications and is expected to first launch the product in Hong Kong upon it being CE marked. Please visit http://www.replicel.comwww.replicel.com for additional information.
For more information, please contact:
Lee Buckler, CEO and President
604‐248‐8693
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward‐looking statements that involve various risks and uncertainties regarding future events. Such forward‐looking statements are based on current expectations of management, involve a number of risks and uncertainties, and are not guarantees of future performance of the Company. These statements generally can be identified by the use of forward‐looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward‐ looking statements in this news release include statements regarding the completion of the Offering, the proposed use of the proceeds of the Offering and that the Company will be able to contribute funding to further product development and clinical testing using much more non‐dilutive funding. Forward‐looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. Those risks include: risks related to the closing of the Offering and the amount of proceeds actually raised from the Offering; risks that the Company may not be able to commercially launch any of its products currently under development; risks that the Company’s products may not perform as, or have the benefits, expected; risks that the Company’s products may not be accepted and adopted by the public; the risk that the Company will not obtain CE mark clearance for its injector device as anticipated or at all; the risk that there will be delays enrolling clinical trial participants or commencing any clinical or research programs as anticipated or at all; the risk that the Company will receive negative results from the Company’s clinical trials; the effects of government regulation on the Company’s business; risks associated with the Company obtaining all necessary regulatory approvals for its various programs; risks associated with the Company’s ability to obtain and protect rights to its intellectual property; risks and uncertainties associated with the Company’s ability to raise additional capital; and other factors beyond the Company’s control. Although the Company believes that the expectations reflected in the forward‐looking statements are reasonable, it cannot guarantee future results, levels of activity or performance. Further, any forward‐looking statement speaks only as of the date on which such statement is made and, except as required by applicable law, the Company undertakes no obligation to update any forward‐looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of such factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward‐looking statement. Readers should consult all of the information set forth herein and should also refer to the risk factor disclosure outlined in the Company’s annual report on Form 20‐F for the fiscal year ended December 31, 2017 and 2018 and other periodic reports filed from time‐to‐time with the Securities and Exchange Commission on Edgar at www.sec.gov and with the British Columbia Securities Commission on SEDAR at www.sedar.com.
