RepliCel Announces Adoption of Advance Notice Bylaw and Shareholder Rights Plan as well as Transitions in its Board of Directors
VANCOUVER, BC, CANADA – December 11, 2020 – RepliCel Life Sciences Inc. (OTCPK: REPCF) (TSXV: RP) (FRA:P6P2) (“RepliCel” or the “Company”), a company developing next-generation technologies in aesthetics and orthopedics, announces the reduction of its Board of Directors from seven to five for the coming year following the decision of Larissa Huang and Zhan (Gavin) Ye to resign and not stand for re-election as directors of the Company effective December 8, 2020. Both cited personal reasons for their decisions. The Company thanks Ms. Huang and Mr. Ye for their service and wishes them all the best in their future endeavors. Mr. Huang is expected to continue her collaboration with the Company as her family’s firm (YOFOTO) remains a significant shareholder and licensed partner in Greater China where material progress is being made in the development of RepliCel’s products despite the challenges of 2020.
The Company also announces that its board of directors has adopted a policy requiring advance notice of the nomination of directors in certain circumstances (the “Advance Notice Policy”). The Advance Notice Policy is effective immediately and will apply to the Company’s next annual general meeting of shareholders. The Advance Notice Policy is designed to further the Company’s commitment to: (i) facilitating an orderly and efficient process for annual general meetings or, where the need arises, special meetings; (ii) ensuring that all shareholders receive adequate notice of director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation.
The Advance Notice Policy contains a provision requiring advance notice to the Company in certain circumstances where nominations of persons for election to the board of directors are made by shareholders of the Company. The Advance Notice Policy establishes a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company. No person will be eligible for election as a director of the Company unless nominated in accordance with the Advance Notice Policy.
In the case of an annual general meeting of shareholders, notice to the Company must be given not less than 30 days and not more than 65 days prior to the date of the annual general meeting; provided, however, that, in the event that an annual general meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual general meeting was made, notice to the Company may be given not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be given not later than the close of business on the 15th day after the date on which the first public announcement of the special meeting was made. The full text of the Advance Notice Policy is available on the Company's SEDAR profile at www.sedar.com.
The Company further announces that its board of directors has adopted a shareholder rights plan (the "Rights Plan"), which has been approved by the Company’s shareholders. The description of the Rights Plan is described in detail in the Company’s Information Circular filed on under the Company's SEDAR profile at www.sedar.com.
About RepliCel Life Sciences
Headquarted in Canada with a base of operations in Europe, RepliCel has existing partnerships in Japan and China. RepliCel is a regenerative medicine company focused on developing cell therapies for aesthetic and orthopedic conditions affecting what the Company believes is approximately one in three people in industrialized nations, including aging/sun-damaged skin, pattern baldness, and chronic tendon degeneration. These conditions, often associated with aging, are caused by a deficit of healthy cells required for normal tissue healing and function.
The Company’s product pipeline is comprised of RCT-01 for tendon repair, RCS-01 for skin rejuvenation, and RCH-01 for hair restoration. RepliCel has also developed a proprietary injection device, RCI-02, optimized for the administration of its products and licensable for use with other dermatology applications. RCH-01 is currently being co-developed with, and under exclusive license by, Shiseido for certain Asian countries. All product candidates are based on RepliCel’s innovative technology, utilizing cell populations isolated from a patient’s healthy hair follicles.
For more information, please visit www.replicel.com or contact:
Lee Buckler, CEO and President
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