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, due to strong demand, it has agreed with Raymond James Ltd.
as sole bookrunner on behalf of a syndicate of underwriters
(collectively, the “Underwriters”), to increase the size of its
previously announced $15 million “bought deal” offering of units.
Pursuant to the upsized deal terms, the Underwriters have agreed to
purchase, on a “bought deal” basis, 6,112,000 units (the “Units”)
of the Company at a price of $3.60 per Unit (the “Issue Price”) for
aggregate gross proceeds to the Company of approximately $22
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
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