Securities Registration: Employee Benefit Plan (s-8)
August 19 2021 - 4:47PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on August 19, 2021
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
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CARDIOL THERAPEUTICS
INC.
(Exact name of Registrant as specified in its charter)
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Ontario, Canada
(State or other jurisdiction of
incorporation or organization)
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Not Applicable
(I.R.S. Employer
Identification No.)
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602-2265 Upper Middle Road East
Oakville, Ontario
Canada
(Address of Principal Executive Offices)
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L6H 0G5
(Zip Code)
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AMENDED AND RESTATED EQUITY COMPENSATION PLAN
OMNIBUS EQUITY INCENTIVE PLAN
(Full title of the plan)
C T Corporation System
1015 15th Street N.W., Suite 1000
Washington, D.C., 20005
(Name and address of agent for service)
(202) 572-3111
(Telephone number, including area code, of agent
for service)
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company x
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If an emerging growth company, 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 7(a)(2)(B) of the Securities Act of 1933, as amended. ¨
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CALCULATION OF REGISTRATION FEE*
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Title of securities
to be registered
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Amount to be registered1
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Proposed maximum offering price per share
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Proposed
maximum aggregate offering price4
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Amount of registration fee
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Class A Common Shares subject to outstanding options under the Old Plan
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3,461,300 shares
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$3.532
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$12,218,389
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$1,333
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Class A Common Shares not subject to outstanding awards under the New Plan
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2,980,689 shares
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$2.853
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$8,494,964
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$927
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Total
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6,441,989 shares
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—
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$20,713,353
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$2,260
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1 Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional common
shares that may be offered and issued to prevent dilution resulting from share dividends, share splits, reverse share splits, combinations
of shares, spin-offs, recapitalizations, mergers or similar capital adjustments as provided in the Amended and Restated Equity Compensation
Plan (the “Old Plan”) and Omnibus Equity Incentive Plan (the “New Plan”).
2 In the case of common shares subject to outstanding options,
based on weighted average exercise price of US$3.53 (Cdn$4.41) of options granted under the Old Plan outstanding as of August 13, 2021,
such amounts having been converted into U.S. dollars based on the average exchange rate on August 13, 2021, as reported by the Bank of
Canada, for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 equals US$0.80.
3 Calculated in accordance with Rule 457(c) and (h) under
the Securities Act based on the average of the high and low prices for Cardiol Therapeutics Inc.’s (the “Registrant”)
common shares reported on The Nasdaq Stock Market LLC on August 13, 2021, which was US$2.85 per share.
4 Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(o) under the Securities Act.
Part I —
Information Required in the Section 10(a) Prospectus
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Item 1.
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Plan Information. *
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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*
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The documents containing the information specified in “Item 1. Plan Information” and “Item
2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants, as specified
by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the United States Securities
and Exchange Commission (the “Commission”) either as part of this registration statement or as a prospectus or prospectus
supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
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Part II — Information Required in the
Registration Statement
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Item 3.
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Incorporation of Documents by Reference.
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The following documents filed
by the Registrant with the Commission are incorporated herein by reference:
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(b)
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All documents filed by the Registrant pursuant to Section 13(a) or 15(d) of the United States Securities
Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this registration statement and prior
to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof commencing on the respective dates on which such documents are filed.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers.
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Under
the Business Corporations Act (Ontario), the Registrant may indemnify a director or officer of the Registrant, a former director
or officer of the Registrant or another individual who acts or acted at the Registrant's request as a director or officer, or an individual
acting in a similar capacity, of another entity (each of the foregoing, an “individual”), against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal,
administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant
or other entity, on the condition that (i) such individual acted honestly and in good faith with a view to the best interests of the Registrant
or, as the case may be, to the best interests of the other entity for which such individual acted as a director or officer or in a similar
capacity at the Registrant's request; and (ii) if the matter is a criminal or administrative action or proceeding that is enforced by
a monetary penalty, the Registrant shall not indemnify such individual unless such individual had reasonable grounds for believing that
such individual's conduct was lawful.
Further,
the Registrant may, with the approval of a court, indemnify an individual in respect of an action by or on behalf of the Registrant or
other entity to obtain a judgment in its favor, to which the individual is made a party because of the individual's association with the
Registrant or other entity as a director or officer, a former director or officer, an individual who acts or acted at the Registrant's
request as a director or officer, or an individual acting in a similar capacity, against all costs, charges and expenses reasonably incurred
by the individual in connection with such action, if the individual fulfills the condition in (i) above. Such individuals are entitled
to indemnification from the Registrant in respect of all costs, charges and expenses reasonably incurred by the individual in connection
with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because
of the individual's association with the Registrant or other entity as described above, provided the individual seeking an indemnity:
(A) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought
to have done; and (B) fulfills the conditions in (i) and (ii) above.
The
by-laws of the Registrant provide that, subject to the limitations contained in the Business Corporations Act (Ontario), the Registrant
shall indemnify and hold harmless a director or officer of the Registrant, a former director or officer of the Registrant, or another
individual who acts or acted at the Registrant's request as a director or officer (or an individual acting in a similar capacity) of another
entity of which the Registrant was or is a shareholder or creditor, and each of their respective heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual
in respect of any civil, criminal or administrative action or other proceeding to which the individual is made a party by reason of being
or having been a director or officer of the Registrant or other entity. Pursuant to the by-laws, the Registrant shall not indemnify an
individual unless he or she fulfils the conditions of clauses (i) and (ii) in the first paragraph set forth above. The Registrant shall
also indemnify the person referred to above in such other circumstances as the Business Corporations Act (Ontario) or law permits
or requires.
The Registrant maintains directors' and officers'
liability insurance which insures directors and officers for losses as a result of claims against the directors and officers of the Registrant
in their capacity as directors and officers.
The Registrant has entered, and may from time to
time enter, into indemnification agreements for the benefit of its directors and officers providing for their indemnification as permitted
under the Business Corporations Act (Ontario) and the by-laws.
Insofar as the indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
An Exhibit Index appears on page 5 hereof
and is incorporated herein by reference.
(a) The
undersigned Registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement;
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Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Toronto, Province of Ontario, Canada, on August 19, 2021.
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CARDIOL THERAPEUTICS INC.
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By:
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/s/ David
Elsley
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Name: David Elsley
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Title: Chief Executive Officer
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POWERS OF ATTORNEY
AND
SIGNATURES
Each person whose signature
appears below constitutes and appoints David Elsley and Chris Waddick, or either of them, as his or her true and lawful attorneys-in-fact
and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments
to this registration statement, registration statements filed pursuant to Rule 429 under the Securities Act, and any related registration
statements necessary to register additional securities, and to file the same, with all exhibits thereto, and other documents and in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or
his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may
be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 19,
2021.
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Signature
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Title
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/s/ David Elsley
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Chief Executive Officer and Director
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David Elsley
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(principal executive officer)
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/s/ Chris Waddick
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Chief Financial Officer
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Chris Waddick
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(principal financial and accounting officer)
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/s/ Guillermo Torre-Amione
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Director, Chair
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Guillermo Torre-Amione
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/s/ Deborah Brown
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Director
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Deborah Brown
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/s/ Peter Pekos
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Director
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Peter Pekos
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/s/ Colin G. Stott
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Director
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Colin G. Stott
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/s/ Iain Chalmers
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Director
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Iain Chalmers
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of
the Securities Act of 1933, as amended, the undersigned has signed this Form S-8, solely in its capacity as duly authorized representative
of Largo Resources Ltd. in the United States, on August 19, 2021.
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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