REPCF RepliCel Life Sciences Inc (CE)

Copies of all communications to:

Clark Wilson LLP
Attention:  Virgil Hlus
Suite 900 - 885 West Georgia Street
Vancouver, British Columbia V6C 3H1, Canada
Telephone: (604) 687-5700
Facsimile: (604) 687-6314

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in according with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [   ]

DEREGISTRATION OF SECURITIES

This post-effective amendment No. 1 on Form S-8 (the “Post-Effective Amendment” ) relates to the registration statement on Form S-8 (File No. 333-188742) (the “Registration Statement” ) of RepliCel Life Sciences Inc. (the “Registrant” ) filed with the Securities and Exchange Commission on May 21, 2013. Pursuant to the Registration Statement, the Registrant registered certain shares of its common stock issued or issuable pursuant to its 2010 Stock Option Plan.

The Registrant is filing this Post-Effective Amendment to deregister 4,666,860 shares (the “Shares” ), being all of the shares registered under the Registration Statement that remain unissued as of the date hereof.  The Registrant is deregistering the Shares because the Registrant does not expect the holders of any outstanding stock options granted pursuant to its 2010 stock option plan will exercise the stock options and any future issuances of shares of its common stock pursuant to its 2010 stock option plan are expected to occur in reliance on one or more exemptions from the registration requirements of the Securities Act of 1933.