Cardiol Therapeutics Inc. (
TSX:
CRDL) (
“Cardiol” or the
“Company”), a clinical-stage biotechnology company
focused on developing innovative anti-inflammatory therapies for
the treatment of cardiovascular disease, is pleased to announce
that it has entered into an agreement with Raymond James Ltd. as
sole bookrunner, on behalf of a syndicate of underwriters
(collectively the “Underwriters”) pursuant to which the
Underwriters have agreed to purchase, on a bought deal basis,
4,167,000 units of the Company (“Units”) at a price of $3.60 per
Unit for gross proceeds of approximately $15 million (the
“Offering”).
Each Unit comprises one common share (each a “Common Share”) and
one-half Common Share purchase warrant (each such full warrant, a
“Warrant”). Each Warrant will entitle the holder thereof to
purchase one Common Share at a price of $4.60 for a period of 36
months following the closing of the Offering.
The Company has granted the Underwriters an Over-Allotment
Option, exercisable in whole or in part, at any time, and from time
to time, for a period of 30 days following the closing of the
Offering, to purchase at the Issue Price up to such number of an
additional Units, Common Shares and Warrants as is equal to 15% of
the number of Units sold pursuant to the Offering. The Underwriters
can elect to exercise the Over-Allotment Option for Units only,
Common Shares only, or Warrants only, or any combination thereof,
to cover over-allotments, if any, and for market stabilization
purposes.
The Company intends to use the net proceeds from the Offering to
advance the Company’s research and clinical development programs,
additional commercial product development, and for general
corporate purposes.
The Units will be offered by way of prospectus supplement filed
in each of the provinces of Canada (other than Quebec) to
supplement the Company’s short form base shelf prospectus dated
April 30, 2021.
The Offering is expected to close on or about May 12, 2021 and
is subject to market and other customary conditions, including
approval of the Toronto Stock Exchange, and the entering into of an
underwriting agreement between the Company and the
Underwriters.
The securities offered have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or any applicable U.S. state
securities laws, and may not be offered or sold to, or for the
account or benefit of, persons in the United States or “U.S.
persons” (as such term is defined under Regulation S under the U.S.
Securities Act) absent registration or an available exemption from
the registration requirement of the U.S. Securities Act and
applicable U.S. state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Cardiol Therapeutics
Cardiol Therapeutics Inc. (TSX: CRDL) is a clinical-stage
biotechnology company focused on the research and clinical
development of innovative anti-inflammatory therapies for the
treatment of cardiovascular disease (“CVD”). The Company’s lead
product, CardiolRx™, is a pharmaceutically produced oral
cannabidiol formulation that is being investigated in a Phase
II/III outcomes study in hospitalized patients testing positive for
the COVID-19 virus. This potentially registrational trial is
designed to evaluate the efficacy and safety of CardiolRx as a
cardioprotective therapy to reduce mortality and major
cardiovascular events in COVID-19 patients who have a prior history
of, or risk factors for, CVD, and to investigate the influence
CardiolRx has on key markers of inflammatory heart disease.
Cardiol is also planning to file an investigational new drug
(“IND”) application for a Phase II international trial that will
investigate the anti-inflammatory and anti-fibrotic properties of
CardiolRx in patients with acute myocarditis, which remains the
most common cause of sudden cardiac death in people under 35 years
of age. In addition, Cardiol is developing a subcutaneous
formulation of CardiolRx and other anti-inflammatory therapies for
the treatment of chronic heart failure – a leading cause of death
and hospitalization in North America, with associated annual
healthcare costs in the U.S. alone exceeding $30 billion.
Cardiol recently commercialized Cortalex™ (cortalex.com), a
pharmaceutically produced cannabidiol formulation developed to
address underserved segments of the Canadian medicinal cannabidiol
market.
For more information about Cardiol Therapeutics, please visit
cardiolrx.com.
Cautionary statement regarding forward-looking
information:
This news release contains "forward-looking information" within
the meaning of applicable Canadian 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
relating to: the Company’s focus on developing innovative
anti-inflammatory therapies for the treatment of CVD; the number of
Units, price per Unit and gross proceeds from the Offering; the
composition of the Units and the terms of the Warrants; the terms
of the Over-Allotment Option; the intended use of proceeds; the
fact that the Units will be offered by way of prospectus
supplement; the anticipated closing date and closing conditions for
the Offering; and the fact that Cardiol plans to file an IND
application. Forward-looking information contained herein reflects
the current expectations or beliefs of Cardiol based on information
currently available to it and is 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 Information Form dated March
31, 2021, as well as the risks and uncertainties associated with
product commercialization, clinical studies and the risk that the
Offering is not completed. These risks, uncertainties and other
factors should be considered carefully, and investors should not
place undue reliance on the forward-looking information. Any
forward-looking information speaks only as of the date on which it
is made 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.
For further information, please contact:
David Elsley, President & CEO
+1-289-910-0850david.elsley@cardiolrx.com
Trevor Burns, Investor Relations
+1-289-910-0855trevor.burns@cardiolrx.com
Cardiol Therapeutics (TSX:CRDL)
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