Filing Details
- Accession Number:
- 0001085037-21-000107
- Form Type:
- 13D Filing
- Publication Date:
- 2021-12-20 19:00:00
- Filed By:
- Mainpointe Pharmaceuticals, Llc
- Company:
- Replicel Life Sciences Inc.
- Filing Date:
- 2021-12-21
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| MainPointe Pharmaceuticals | 3,986,687 | 3,986,687 | 3,986,687 | 10.34% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
(Amendment No. 1)
Under the Securities Exchange Act of 1934
| REPLICEL LIFE SCIENCES INC. |
| (Name of Issuer) |
| Common Shares without par value |
| (Title of Class of Securities) |
| 76027P400 |
| (CUSIP Number) |
| copy to: MainPointe Pharmaceuticals, LLC 2604 River Green Circle Louisville, KY 40206 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 17, 2021 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. | 76027P400 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| MainPointe Pharmaceuticals, LLC | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
| (a) [ ] (b) [ ] | ||||
| 3 | SEC USE ONLY | |||
| | ||||
| 4 | SOURCE OF FUNDS (See Instructions) | |||
| WC | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | |||
| [ ] | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| United States | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||
| 3,986,687 | ||||
| 8 | SHARED VOTING POWER | |||
| Nil | ||||
| 9 | SOLE DISPOSITIVE POWER | |||
| 3,986,687 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| Nil | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 3,986,687 common shares | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |||
| [ ] | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 10.34%(2) | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | |||
| OO | ||||
| (1) | Calculated based on 38,531,095 common shares outstanding as of December 17, 2021. |
This Schedule 13D is being filed on behalf of MainPointe Pharmaceuticals, LLC (the “Reporting Person”) relating to the common shares of
RepliCel Life Sciences Inc., a corporation existing under the laws of the Province of British Columbia (the “Issuer”).
Item 1. Security and Issuer
This Statement relates to the common shares (the “Shares”) of the Issuer. The principal executive offices of the Issuer are located at 900
– 570 Granville Street, Vancouver, BC V6C 3P1.
Item 2. Identity and Background
This Statement is filed by the Reporting Person.
The Reporting Person, a limited liability company incorporated in the State of Kentucky, has an office at 2604 River Green Circle,
Louisville, KY 40206. The Reporting Person specializes in sales and distribution of consumer health differentiated brands and supplements that often utilize unique technologies to improve patient outcomes and enhance consumer wellness.
The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations
On December 17, 2021, the Reporting Person acquired 1,479,882
Shares of the Issuer at a price of CDN$0.675 per Share for aggregate consideration of CDN$998,920.35. These Shares were issued in connection with a share purchase agreement dated January 22, 2021.
Item 4. Purpose of Transaction
The Reporting Person acquired the securities for investment purposes, but may transfer or sell such Shares as necessary and in accordance
with applicable securities laws.
As of the date hereof, except as described in this Schedule 13D, the Reporting Person does not have any plans or proposals which relate to
or would result in:
| • | the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; | |
| • | an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; | |
| • | a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; | |
| • | any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; | |
| • | any material change in the present capitalization or dividend policy of the Issuer; | |
| • | any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; | |
| • | changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the
Issuer by any person; | |
| • | causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association; | |
| • | a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or | |
| • | any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer
The aggregate number and percentage of Shares beneficially owned by the Reporting Person is 3,986,687 Shares or 10.34% of the Issuer, based
on 38,531,095 common shares outstanding as of December 17, 2021.
The Reporting Person has the sole power to vote or direct the
vote, and to dispose or direct the disposition, of 3,986,687 Shares.
Other than as described in Item 3 above, the Reporting Person has
not effected any transaction in the Shares in the past sixty days.
No person, other than the Reporting Person, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 3,986,687 Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as set forth above or set forth in the exhibits and this Schedule 13D, there are no contracts, arrangements, understandings or
relationships between reporting persons and any other person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
| Dated: December 21, 2021 | MAINPOINTE PHARMACEUTICALS, LLC /s/ Frank L. Yetter Signature |
| Frank L. Yetter Name | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).