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 October 2024
Commission File Number: 001-40712
Cardiol Therapeutics Inc.
(Name of registrant)
602-2265 Upper Middle Road East
Oakville, Ontario L6H 0G5
Canada
(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.
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.
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CARDIOL THERAPEUTICS INC. |
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(Registrant) |
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| Date: October 11, 2024 |
By: |
/s/ Chris Waddick |
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| |
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Name: |
Chris Waddick |
|
| |
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Title: |
Chief Financial Officer |
Form 6-K Exhibit Index
Exhibit 99.1
Cardiol Therapeutics
Announces Exercise and Closing of Over-Allotment Option
Oakville, ON – October 11,
2024 – Cardiol Therapeutics Inc. (NASDAQ: CRDL) (TSX: CRDL) ("Cardiol" or the "Company"), a clinical-stage
life sciences company focused on the research and clinical development of anti-inflammatory and anti-fibrotic therapies for the treatment
of heart disease, is pleased to announce that, further to its successfully completed public offering of an aggregate of 8,437,500 Class
A common shares of the Company (the “Common Shares”) at a price to the public of US$1.60 per Common Share (the “Offering
Price”) for gross proceeds of US$13.5 million (the “Offering”), Canaccord Genuity has purchased an additional
1,265,625 Common Shares at the Offering Price pursuant to their exercise in full of the over-allotment option (the “Over-Allotment
Option"), for additional gross proceeds to the Company of $2,025,000 before deducting the underwriting commissions.
After giving effect
to the full exercise of the Over-Allotment Option, Cardiol sold 9,703,125 Common Shares under the Offering, for aggregate gross proceeds
of US$15,525,000.
The Company intends to use the net proceeds
from the Offering to support the clinical development of CardiolRx for the treatment of recurrent pericarditis and for general and administrative
expenses, working capital and other expenses.
Canaccord Genuity
acted as the sole bookrunner in connection with the Offering.
The Offering was
made pursuant to a U.S. registration statement on Form F-10, declared effective by the U.S. Securities and Exchange Commissions
(the "SEC") on July 16, 2024 (the "Registration Statement"), and the Company's existing Canadian
short form base shelf prospectus (the "Base Prospectus") dated July 12, 2024. A preliminary prospectus supplement
relating to the Offering was filed with the securities commission in all of the provinces and territories of Canada, except Quebec, and
with the SEC in the United States, and a final prospectus supplement relating to the Offering (the "Supplement") was
filed with the securities commissions in all of the provinces and territories of Canada, except Quebec, and with the SEC in the United
States. The Supplement and accompanying Base Prospectus contain important detailed information about the Offering.
The Supplement
and accompanying Base Prospectus can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Copies of the Supplement and
accompanying Base Prospectus may also be obtained from Canaccord Genuity LLC, 1 Post Office Square, Suite 3000, Boston, Massachusetts
02109, Attn: Syndicate Department, or by email at prospectus@cgf.com.
This news release
shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any
province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such province, state or jurisdiction.
About Cardiol
Therapeutics
Cardiol Therapeutics
Inc. is a clinical-stage life sciences company focused on the research and clinical development of anti-inflammatory and anti-fibrotic
therapies for the treatment of heart disease.
Cautionary statement regarding forward-looking
information:
This news release
contains "forward-looking information" within the meaning of applicable securities laws. All statements, other than statements
of historical fact, that address activities, events, or developments that Cardiol believes, expects, or anticipates will, may, could,
or might occur in the future are "forward-looking information". Forward looking information contained herein may include, but
is not limited to statements regarding the anticipated use of proceeds from the Offering. Forward-looking information contained herein
reflects the current expectations or beliefs of Cardiol based on information currently available to it and is based on certain assumptions
and is also subject to a variety of known and unknown risks and uncertainties and other factors that could cause the actual events or
results to differ materially from any future results, performance or achievements expressed or implied by the forward looking information,
and are not (and should not be considered to be) guarantees of future performance. These risks and uncertainties and other factors include
the risks and uncertainties referred to in the Company's Annual Report on Form 20-F filed with the U.S. Securities and Exchange
Commission and Canadian securities regulators on April 1, 2024, as well as the risks and uncertainties associated with product commercialization
and clinical studies. These assumptions, risks, uncertainties, and other factors should be considered carefully, and investors should
not place undue reliance on the forward-looking information, and such information may not be appropriate for other purposes. Any forward-looking
information speaks only as of the date of this press release and, except as may be required by applicable securities laws, Cardiol disclaims
any intent or obligation to update or revise such forward-looking information, whether as a result of new information, future events,
or results, or otherwise. Investors are cautioned not to rely on these forward-looking statements and are encouraged to read the Supplement,
the accompanying Base Prospectus and the documents incorporated by reference therein.
For further information, please contact:
Trevor Burns, Investor Relations
+1-289-910-0855
trevor.burns@cardiolrx.com
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 – Name and Address of Company
Cardiol Therapeutics Inc.
2265 Upper Middle Road East, Suite 602
Oakville, Ontario, L6H 0G5, Canada
Item 2 – Date of Material Change
October 9, 2024
Item 3 – News Release
Attached
as Schedule “A” are copies of the news releases relating to the material change (the “News Releases”),
which were disseminated on October 9, 2024, October 10, 2024 and October 11, 2024 through Newsfile and filed on the System
for Electronic Document Analysis and Retrieval at www.sedarplus.ca (“SEDAR+”).
Item 4 – Summary of Material Change
Cardiol Therapeutics Inc. (“Cardiol”
or the “Company”), a clinical-stage life sciences company focused on the research and clinical development of anti-inflammatory
and anti-fibrotic therapies for the treatment of heart disease, announced that it priced and subsequently completed the public offering
(the “Offering”) of 8,437,500 Class A common shares (the “Common Shares”) of the Company at
a price to the public of US$1.60 per Common Share (the “Offering Price”) for gross proceeds of US$13,500,000, before
deducting the underwriting commissions and estimated expenses incurred in connection with the Offering. The Company also issued an additional
1,265,625 Common Shares at the Offering Price pursuant to the exercise of the over-allotment option, bringing the aggregate gross proceeds
of the Offering to US$15,525,000.
Item 5 – Full Description of Material Change
Item 5.1 – Full Description of Material Change
For a full description of the material change,
please see the News Releases attached hereto as Schedule “A” which forms an integral part of this material change report.
Item 5.2 – Disclosure of Restructuring Transactions
Not applicable.
Item 6 – Reliance on Section 7.1(2) of National
Instrument 51-102
Not Applicable.
Item 7 – Omitted Information
Not Applicable.
Item 8 – Executive Officer
Chris Waddick
Chief Financial Officer
(289) 910-0850
Item
9 – Date of Report
October 11, 2024
SCHEDULE “A”
See attached news releases.
Cardiol Therapeutics Announces Pricing
of Public Offering of Common Shares
Oakville, Ontario--(Newsfile Corp. -
October 9, 2024) - Cardiol Therapeutics Inc. (NASDAQ: CRDL) (TSX: CRDL) ("Cardiol" or the "Company"),
a clinical-stage life sciences company focused on the research and clinical development of anti-inflammatory and anti-fibrotic therapies
for the treatment of heart disease, announced today the pricing of its previously announced public offering (the "Offering")
of 8,437,500 Class A common shares of the Company (the "Common Shares") at
a price to the public of US$1.60 per Common Share for gross proceeds of US$13.5 million before deducting the underwriting discounts and
commissions and estimated expenses incurred in connection with the Offering.
The Company intends to use the net proceeds from the Offering to support
the clinical development of CardiolRx for the treatment of recurrent pericarditis and for general and administrative expenses, working
capital and other expenses.
Canaccord Genuity is acting as the sole bookrunner in connection with
the Offering.
The Offering is expected to close on
or about October 10, 2024 (the "Closing Date"), subject to the satisfaction of customary closing conditions,
including the listing of the Common Shares to be issued under the Offering on the Toronto Stock Exchange (the "TSX")
and the Nasdaq Capital Market (the "Nasdaq"), receipt of any required approvals
of the TSX and Nasdaq, and the entering into of an underwriting agreement between the Company and the underwriter.
The Offering is being made pursuant
to a U.S. registration statement on Form F-10, declared effective by the U.S. Securities and Exchange Commissions (the "SEC")
on July 16, 2024 (the "Registration Statement"), and the Company's existing
Canadian short form base shelf prospectus (the "Base Prospectus") dated July 12,
2024. A preliminary prospectus supplement relating to the Offering has been filed with the securities commission in all of the provinces
and territories of Canada, except Quebec, and with the SEC in the United States, and a final prospectus supplement relating to the Offering
(the "Supplement") will be filed with the securities commissions in all of the
provinces and territories of Canada, except Quebec, and with the SEC in the United States. The Supplement and accompanying Base Prospectus
contain important detailed information about the Offering.
The Supplement and accompanying Base
Prospectus can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Copies of the Supplement and
accompanying Base Prospectus may also be obtained from Canaccord Genuity LLC, 1 Post Office Square, Suite 3000, Boston, Massachusetts
02109, Attn: Syndicate Department, or by email at prospectus@cgf.com. Prospective investors should read the Supplement and accompanying
Base Prospectus and the other documents the Company has filed before making an investment decision.
This news release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
About Cardiol Therapeutics
Cardiol Therapeutics Inc. is a clinical-stage life sciences company
focused on the research and clinical development of anti-inflammatory and anti-fibrotic therapies for the treatment of heart disease.
Cautionary statement regarding forward-looking information:
This news release contains "forward-looking
information" within the meaning of applicable securities laws. All statements, other than statements of historical fact, that
address activities, events, or developments that Cardiol believes, expects, or anticipates will, may, could, or might occur in the
future are "forward-looking information". Forward looking information contained herein may include, but is not limited to
statements regarding the Offering, whether and when the Offering may close, and the anticipated use of proceeds from the Offering.
Forward-looking information contained herein reflects the current expectations or beliefs of Cardiol based on information currently
available to it and is based on certain assumptions and is also subject to a variety of known and unknown risks and uncertainties
and other factors that could cause the actual events or results to differ materially from any future results, performance or
achievements expressed or implied by the forward looking information, and are not (and should not be considered to be) guarantees of
future performance. These risks and uncertainties and other factors include the risks and uncertainties referred to in the Company's
Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission and Canadian securities regulators on
April 1, 2024, as well as the risks and uncertainties associated with product commercialization and clinical studies. These
assumptions, risks, uncertainties, and other factors should be considered carefully, and investors should not place undue reliance
on the forward-looking information, and such information may not be appropriate for other purposes. Any forward-looking information
speaks only as of the date of this press release and, except as may be required by applicable securities laws, Cardiol disclaims any
intent or obligation to update or revise such forward-looking information, whether as a result of newinformation, future events, or
results, or otherwise. Investors are cautioned not to rely on these forward-looking statements and are encouraged to read the
Supplement, the accompanying Base Prospectus and the documents incorporated by reference therein.
For further information, please contact:
Trevor Burns, Investor Relations
+1-289-910-0855
trevor.burns@cardiolrx.com
To view the source version of this press
release, please visit
https://www.newsfilecorp.com/release/226119
Cardiol Therapeutics Announces Closing of US$13.5 Million Public
Offering of Common Shares
Oakville, Ontario--(Newsfile Corp. -
October 10, 2024) - Cardiol Therapeutics Inc. (NASDAQ: CRDL) (TSX: CRDL) ("Cardiol" or the "Company"),
a clinical-stage life sciences company focused on the research and clinical development of anti-inflammatory and anti-fibrotic therapies
for the treatment of heart disease, confirmed today that it has successfully closed its previously announced public offering (the "Offering")
of 8,437,500 Class A common shares of the Company (the "Common Shares") at
a price to the public of US$1.60 per Common Share for gross proceeds of US$13.5 million, before deducting the underwriting discounts
and commissions and estimated expenses incurred in connection with the Offering.
As previously stated, the Company intends to use the net proceeds
from the Offering to support the clinical development of CardiolRx for the treatment of recurrent pericarditis and for general and administrative
expenses, working capital and other expenses.
Canaccord Genuity acted as the sole bookrunner in connection with
the Offering.
The Offering was made pursuant to a
U.S. registration statement on Form F-10, declared effective by the U.S. Securities and Exchange Commissions (the "SEC")
on July 16, 2024 (the "Registration Statement"), and the Company's existing
Canadian short form base shelf prospectus (the "Base Prospectus") dated July 12,
2024. A preliminary prospectus supplement relating to the Offering was filed with the securities commission in all of the provinces and
territories of Canada, except Quebec, and with the SEC in the United States, and a final prospectus supplement relating to the Offering
(the "Supplement") was filed with the securities commissions in all of the provinces
and territories of Canada, except Quebec, and with the SEC in the United States. The Supplement and accompanying Base Prospectus contain
important detailed information about the Offering.
The Supplement and accompanying Base
Prospectus can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Copies of the Supplement and accompanying
Base Prospectus may also be obtained from Canaccord Genuity LLC, 1 Post Office Square, Suite 3000, Boston, Massachusetts 02109,
Attn: Syndicate Department, or by email at prospectus@cgf.com.
This news release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
About Cardiol Therapeutics
Cardiol Therapeutics Inc. is a clinical-stage life sciences company
focused on the research and clinical development of anti-inflammatory and anti-fibrotic therapies for the treatment of heart disease.
Cautionary statement regarding forward-looking information:
This news release contains "forward-looking
information" within the meaning of applicable securities laws. All statements, other than statements of historical fact, that
address activities, events, or developments that Cardiol believes, expects, or anticipates will, may, could, or might occur in the
future are "forward-looking information". Forward looking information contained herein may include, but is not limited to
statements regarding the anticipated use of proceeds from the Offering. Forward-looking information contained herein reflects the
current expectations or beliefs of Cardiol based on information currently available to it and is based on certain assumptions and is
also subject to a variety of known and unknown risks and uncertainties and other factors that could cause the actual events or
results to differ materially from any future results, performance or achievements expressed or implied by the forward looking
information, and are not (and should not be considered to be) guarantees of future performance. These risks and uncertainties and
other factors include the risks and uncertainties referred to in the Company's Annual Report on Form 20-F filed with the U.S.
Securities and Exchange Commission and Canadian securities regulators on April 1, 2024, as well as the risks and uncertainties
associated with product commercialization and clinical studies. These assumptions, risks, uncertainties, and other factors should be
considered carefully, and investors should not place undue reliance on the forward-looking information, and such information may not
be appropriate for other purposes. Any forward-looking information speaks only as of the date of this press release and, except as
may be required by applicable securities laws, Cardiol disclaims any intent or obligation to update or revise such forward-looking
information, whether as a result of new information, future events, or results, or otherwise. Investors are cautioned not to rely on
these forward-looking statements and are encouraged to read the Supplement, the accompanying Base Prospectus and the documents
incorporated by reference therein.
For further information, please contact:
Trevor Burns, Investor Relations
+1-289-910-0855
trevor.burns@cardiolrx.com
To view the source version of this press
release, please visit
https://www.newsfilecorp.com/release/226257
Cardiol Therapeutics Announces Exercise and
Closing of Over-Allotment Option
Oakville, Ontario--(Newsfile Corp.
- October 11, 2024) - Cardiol Therapeutics Inc. (NASDAQ: CRDL) (TSX: CRDL) ("Cardiol" or the
"Company"), a clinical-stage life sciences company focused on the research and clinical development of
anti-inflammatory and anti-fibrotic therapies for the treatment of heart disease, is pleased to announce that, further to its
successfully completed public offering of an aggregate of 8,437,500 Class A common shares of the Company (the "Common
Shares") at a price to the public of US$1.60 per Common Share (the "Offering
Price") for gross proceeds of US$13.5 million (the "Offering"),
Canaccord Genuity has purchased an additional 1,265,625 Common Shares at the Offering Price pursuant to their exercise in full of
the over-allotment option (the "Over-Allotment Option"), for additional gross
proceeds to the Company of $2,025,000 before deducting the underwriting commissions.
After giving effect to the full exercise of the Over-Allotment Option,
Cardiol sold 9,703,125 Common Shares under the Offering, for aggregate gross proceeds of US$15,525,000.
The Company intends to use the net proceeds from the Offering to support
the clinical development of CardiolRx for the treatment of recurrent pericarditis and for general and administrative expenses, working
capital and other expenses.
Canaccord Genuity acted as the sole bookrunner in connection with
the Offering.
The Offering was made pursuant to a
U.S. registration statement on Form F-10, declared effective by the U.S. Securities and Exchange Commissions (the "SEC")
on July 16, 2024 (the "Registration Statement"), and the Company's existing
Canadian short form base shelf prospectus (the "Base Prospectus") dated July 12,
2024. A preliminary prospectus supplement relating to the Offering was filed with the securities commission in all of the provinces and
territories of Canada, except Quebec, and with the SEC in the United States, and a final prospectus supplement relating to the Offering
(the "Supplement") was filed with the securities commissions in all of the provinces
and territories of Canada, except Quebec, and with the SEC in the United States. The Supplement and accompanying Base Prospectus contain
important detailed information about the Offering.
The Supplement and accompanying Base
Prospectus can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Copies of the Supplement and accompanying
Base Prospectus may also be obtained from Canaccord Genuity LLC, 1 Post Office Square, Suite 3000, Boston, Massachusetts 02109,
Attn: Syndicate Department, or by email at prospectus@cgf.com.
This news release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
About Cardiol Therapeutics
Cardiol Therapeutics Inc. is a clinical-stage life sciences company
focused on the research and clinical development of anti-inflammatory and anti-fibrotic therapies for the treatment of heart disease.
Cautionary statement regarding forward-looking information:
This news release contains "forward-looking
information" within the meaning of applicable securities laws. All statements, other than statements of historical fact, that
address activities, events, or developments that Cardiol believes, expects, or anticipates will, may, could, or might occur in the
future are "forward-looking information". Forward looking information contained herein may include, but is not limited to
statements regarding the anticipated use of proceeds from the Offering. Forward-looking information contained herein reflects the
current expectations or beliefs of Cardiol based on information currently available to it and is based on certain assumptions and is
also subject to a variety of known and unknown risks and uncertainties and other factors that could cause the actual events or
results to differ materially from any future results, performance or achievements expressed or implied by the forward looking
information, and are not (and should not be considered to be) guarantees of future performance. These risks and uncertainties and
other factors include the risks and uncertainties referred to in the Company's Annual Report on Form 20-F filed with the U.S.
Securities and Exchange Commission and Canadian securities regulators on April 1, 2024, as well as the risks and uncertainties
associated with product commercialization and clinical studies. These assumptions, risks, uncertainties, and other factors should be
considered carefully, and investors should not place undue reliance on the forward-looking information, and such information may not
be appropriate for other purposes. Any forward-looking information speaks only as of the date of this press release and, except as
may be required by applicable securities laws, Cardiol disclaims any intent or obligation to update or revise such forward-looking
information, whether as a result of new information, future events, or results, or otherwise. Investors are cautioned not to rely on
these forward-looking statements and are encouraged to read the Supplement, the accompanying Base Prospectus and the documents
incorporated by reference therein.
For further information, please contact:
Trevor Burns, Investor Relations
+1-289-910-0855
trevor.burns@cardiolrx.com
To view the source version of this press
release, please visit
https://www.newsfilecorp.com/release/226366
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