As filed with the Securities and Exchange Commission on February 8, 2022.

 

Registration No. 333-257764

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  

 

 

 Post-Effective Amendment No. 1

to

Form F-10

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

 

CARDIOL THERAPEUTICS INC.

(Exact Name of Registrant as Specified In Its Charter)

 

Not applicable
(Translation of Registrant’s Name Into English (if Applicable))

 

Ontario, Canada   2836   Not Applicable

(Province or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number

(if Applicable))

 

(I.R.S. Employer Identification

Number (if Applicable))

 

602-2265 Upper Middle Road East

Oakville, Ontario L6H 0G5

Telephone: (289) 910-0850

(Address and telephone number of Registrant’s principal executive offices)

 

C T Corporation System

1015 15th Street N.W., Suite 1000

Washington, D.C., 20005

Telephone: (202) 572-3133
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)

 

 

 Copies to:

 

Philippe Tardif

Borden Ladner Gervais LLP

Bay Adelaide Centre, East Tower

22 Adelaide St. W

Toronto, Ontario M5H 4E3

Canada

(416) 367-6060

David Elsley

Cardiol Therapeutics Inc.

602-2265 Upper Middle Road East

Oakville, Ontario L6H 0G5

Canada

Telephone: (289) 910-0850

Thomas M. Rose

Shona Smith

Troutman Pepper Hamilton Sanders LLP

401 9th Street, N.W., Suite 1000

Washington, DC 20004

United States

Telephone: (757) 687-7715 

 

 

Approximate date of commencement of proposed sale of the securities to the public: 

Not applicable.

 

Province of Ontario, Canada
(Principal Jurisdiction Regulating This Offering) 

 

 

It is proposed that this filing shall become effective (check appropriate box):

 

A.   x   upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.   ¨   at some future date (check appropriate box below)
    1.   ¨   pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).
    2.   ¨   pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).
    3.   ¨   pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
    4.   ¨   after the filing of the next amendment to this Form (if preliminary material is being filed).

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ¨

 

 

 

 

 

 

DEREGISTRATION OF UNSOLD SECURITIES

 

On July 8, 2021, Cardiol Therapeutics Inc. (the “Registrant”) filed a registration statement on Form F-10 (File No. 333-257764), as amended on August 3, 2021 (the “Registration Statement”), registering the sale by the Registrant from time to time of up to an aggregate Cdn$100,000,000 of Class A common shares, debt securities, warrants to purchase securities, subscription receipts, and units comprised of a combination of the foregoing securities.

 

This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister all of the securities formerly issuable and registered under the Registration Statement and not otherwise sold by the Registrant as of the date that this Post-Effective Amendment No. 1 is filed.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakville, Province of Ontario, Canada on the 8th day of February 2022.

 

  CARDIOL THERAPEUTICS INC.
   
  By:   s/ David Elsley
  Name: David Elsley
  Title:  President and Chief Executive Officer

 

 Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 Signature   Title   Date
         
/s/ David Elsley   President, Chief Executive Officer and Director   February 8, 2022
David Elsley   (principal executive officer)    
         
*   Chief Financial Officer   February 8, 2022
Chris Waddick   (principal financial and accounting officer)    
         
*   Director, Chair   February 8, 2022
Guillermo Torre-Amione        
         
*   Director   February 8, 2022
Peter Pekos        
         
*   Director   February 8, 2022
Colin G. Stott        
         
*   Director   February 8, 2022
Iain Chalmers        
         
/s/ Michael J. Willner   Director   February 8, 2022
Michael J. Willner        

 

*By:     /s/ David Elsley  
Name:  David Elsley  
As Attorney-in-Fact  

 

 

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Post-Effective Amendment No. 1 to the Registration Statement, solely in the capacity of the duly authorized representative of Cardiol Therapeutics Inc. in the United States, on the 8th day of February, 2022.

 

  PUGLISI & ASSOCIATES
   
  By: /s/ Donald J. Puglisi
  Name: Donald J. Puglisi
  Title:   Managing Director

 

 

 

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