Post-effective Amendment to Registration Statement for Securities of Certain Canadian Issuers Under the Securities Act of 1933 (f-10pos)
08 Fevereiro 2022 - 4:10PM
Edgar (US Regulatory)
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))
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Ontario, Canada
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2836
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Not Applicable
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(Province or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number
(if Applicable))
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(I.R.S. Employer Identification
Number (if Applicable))
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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:
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Philippe Tardif
Borden Ladner Gervais LLP
Bay Adelaide Centre, East Tower
22 Adelaide St. W
Toronto, Ontario M5H 4E3
Canada
(416) 367-6060
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David Elsley
Cardiol Therapeutics Inc.
602-2265 Upper Middle Road East
Oakville, Ontario L6H 0G5
Canada
Telephone: (289) 910-0850
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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
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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):
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A.
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x
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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).
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B.
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¨
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at some future date (check appropriate box below)
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1.
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¨
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pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).
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2.
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¨
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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).
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3.
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¨
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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.
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4.
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¨
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after the filing of the next amendment to this Form (if preliminary material is being filed).
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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.
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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: President and Chief Executive Officer
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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.
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Signature
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Title
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Date
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/s/ David Elsley
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President, Chief Executive Officer and Director
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February 8, 2022
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David Elsley
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(principal executive officer)
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*
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Chief Financial Officer
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February 8, 2022
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Chris Waddick
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(principal financial and accounting officer)
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*
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Director, Chair
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February 8, 2022
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Guillermo Torre-Amione
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*
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Director
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February 8, 2022
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Peter Pekos
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*
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Director
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February 8, 2022
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Colin G. Stott
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*
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Director
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February 8, 2022
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Iain Chalmers
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/s/ Michael J. Willner
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Director
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February 8, 2022
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Michael J. Willner
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*By:
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/s/ David Elsley
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Name: David Elsley
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As Attorney-in-Fact
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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 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.
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Title: Managing Director
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