Securities Registration: Employee Benefit Plan (s-8)
18 Gennaio 2022 - 10:23PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on January 18, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
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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OMNIBUS EQUITY INCENTIVE PLAN
(Full title of the plan)
C T Corporation System
28 Liberty Street
New York, NY 10005
(Name and address of agent for service)
(212) 894-8940
(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.
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. ¨
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered(1)
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Proposed
maximum offering
price per share(2)
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Proposed
maximum
aggregate
offering price(3)
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Amount of registration fee
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Class A Common Shares
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4,470,569 shares
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$1.93
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$8,628,198.17
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$799.83
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(1) Pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (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 Omnibus Equity Incentive Plan (the “Plan”).
(2) Calculated in accordance with Rule 457(c) and (h) under
the Securities Act based on the average of the high and low prices for common shares of Cardiol Therapeutics Inc. (the “Registrant”)
reported on The Nasdaq Stock Market LLC on January 14, 2022, which was US$1.93 per share.
(3) Estimated solely for the purpose of calculating the
amount of the registration fee pursuant to Rule 457(o) under the Securities Act.
INCORPORATION
BY REFERENCE OF CONTENTS
OF REGISTRATION
STATEMENT ON FORM S-8
This Registration Statement
is being filed by the Registrant for the purpose of registering an additional 4,470,569 common shares issuable pursuant to the Plan. These
additional common shares are securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant
relating to the same employee benefit plan is effective. The Registrant previously registered common shares for issuance under the Plan
under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on
August 19, 2021 (File No. 333-258940), as amended by Post-Effective Amendment No. 1 filed with the Commission on January 18, 2022. Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates
by reference the contents of the Registration Statement referenced above.
PART II — INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The following exhibits are
filed as part of this Registration Statement:
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 January 18, 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: 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 January 18, 2022.
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/ 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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/s/ Michael J. Willner
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Director
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Michael J. Willner
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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 Registration Statement, solely in its capacity as duly authorized
representative of Cardiol Therapeutics Inc. in the United States, on January 18, 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:
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Donald J. Puglisi
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Title:
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Managing Director
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Grafico Azioni Cardiol Therapeutics (NASDAQ:CRDL)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Cardiol Therapeutics (NASDAQ:CRDL)
Storico
Da Gen 2024 a Gen 2025