The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. The reader should not assume that the information is accurate and complete. |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D
Notice of Exempt Offering of Securities
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OMB APPROVAL |
OMB Number: |
3235-0076 |
Estimated average burden |
hours per response: |
4.00 |
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1. Issuer's Identity
CIK (Filer ID Number) |
Previous Names |
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Entity Type |
0001702123 |
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X |
Corporation |
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Limited Partnership |
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Limited Liability Company |
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General Partnership |
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Business Trust |
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Other (Specify) |
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Name of Issuer |
Cardiol Therapeutics Inc. |
Jurisdiction of Incorporation/Organization |
ONTARIO, CANADA |
Year of Incorporation/Organization |
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Over Five Years Ago |
X |
Within Last Five Years (Specify Year) |
2017 |
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Yet to Be Formed |
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2. Principal Place of Business and Contact Information
Name of Issuer |
Cardiol Therapeutics Inc. |
Street Address 1 |
Street Address 2 |
2275 UPPER MIDDLE ROAD EAST, STE. 101 |
City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
OAKVILLE |
ONTARIO, CANADA |
L6H 0C3 |
(905) 491-6793 |
3. Related Persons
Last Name |
First Name |
Middle Name |
Elsley |
David |
Street Address 1 |
Street Address 2 |
2275 Upper Middle Road East, Ste. 101 |
City |
State/Province/Country |
ZIP/PostalCode |
Oakville |
ONTARIO, CANADA |
L6H 0C3 |
Relationship: |
X |
Executive Officer |
X |
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Smith |
Eldon |
R. |
Street Address 1 |
Street Address 2 |
2275 Upper Middle Road East, Ste. 101 |
City |
State/Province/Country |
ZIP/PostalCode |
Oakville |
ONTARIO, CANADA |
L6H 0C3 |
Relationship: |
X |
Executive Officer |
X |
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Waddick |
Chris |
Street Address 1 |
Street Address 2 |
2275 Upper Middle Road East, Ste. 101 |
City |
State/Province/Country |
ZIP/PostalCode |
Oakville |
ONTARIO, CANADA |
L6H 0C3 |
Relationship: |
X |
Executive Officer |
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Director |
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Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Bolton |
Anthony |
E. |
Street Address 1 |
Street Address 2 |
2275 Upper Middle Road East, Ste. 101 |
City |
State/Province/Country |
ZIP/PostalCode |
Oakville |
ONTARIO, CANADA |
L6H 0C3 |
Relationship: |
X |
Executive Officer |
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Director |
X |
Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Torre-Amione |
Guillermo |
Street Address 1 |
Street Address 2 |
2275 Upper Middle Road East, Ste. 101 |
City |
State/Province/Country |
ZIP/PostalCode |
Oakville |
ONTARIO, CANADA |
L6H 0C3 |
Relationship: |
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Executive Officer |
X |
Director |
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Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Brown |
Deborah |
Street Address 1 |
Street Address 2 |
2275 Upper Middle Road East, Ste. 101 |
City |
State/Province/Country |
ZIP/PostalCode |
Oakville |
ONTARIO, CANADA |
L6H 0C3 |
Relationship: |
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Executive Officer |
X |
Director |
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Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Pekos |
Peter |
Street Address 1 |
Street Address 2 |
2275 Upper Middle Road East, Ste. 101 |
City |
State/Province/Country |
ZIP/PostalCode |
Oakville |
ONTARIO, CANADA |
L6H 0C3 |
Relationship: |
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Executive Officer |
X |
Director |
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Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Lynch |
Terry |
Street Address 1 |
Street Address 2 |
2275 Upper Middle Road East, Ste. 101 |
City |
State/Province/Country |
ZIP/PostalCode |
Oakville |
ONTARIO, CANADA |
L6H 0C3 |
Relationship: |
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Executive Officer |
X |
Director |
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Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Chalmers |
Iain |
Street Address 1 |
Street Address 2 |
2275 Upper Middle Road East, Ste. 101 |
City |
State/Province/Country |
ZIP/PostalCode |
Oakville |
ONTARIO, CANADA |
L6H 0C3 |
Relationship: |
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Executive Officer |
X |
Director |
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Promoter |
Clarification of Response (if Necessary):
4. Industry Group
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Agriculture |
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Banking & Financial Services |
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Commercial Banking |
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Insurance |
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Investing |
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Investment Banking |
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Pooled Investment Fund |
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Is the issuer registered as an investment company under the Investment Company Act of 1940? |
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Other Banking & Financial Services |
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Business Services |
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Energy |
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Health Care |
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Manufacturing |
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Real Estate |
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Retailing |
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Restaurants |
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Technology |
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Travel |
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Tourism & Travel Services |
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Other |
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5. Issuer Size
Revenue Range |
OR |
Aggregate Net Asset Value Range |
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No Revenues |
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No Aggregate Net Asset Value |
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$1 - $1,000,000 |
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$1 - $5,000,000 |
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$1,000,001 - $5,000,000 |
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$5,000,001 - $25,000,000 |
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$5,000,001 - $25,000,000 |
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$25,000,001 - $50,000,000 |
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$25,000,001 - $100,000,000 |
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$50,000,001 - $100,000,000 |
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Over $100,000,000 |
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Over $100,000,000 |
X |
Decline to Disclose |
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Decline to Disclose |
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Not Applicable |
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Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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Rule 504(b)(1) (not (i), (ii) or (iii)) |
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Rule 504 (b)(1)(i) |
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Rule 504 (b)(1)(ii) |
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Rule 504 (b)(1)(iii) |
| X |
Rule 506(b) |
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Rule 506(c) |
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Securities Act Section 4(a)(5) |
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Investment Company Act Section 3(c) |
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Section 3(c)(1) |
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Section 3(c)(9) |
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Section 3(c)(2) |
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Section 3(c)(10) |
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Section 3(c)(3) |
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Section 3(c)(11) |
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Section 3(c)(4) |
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Section 3(c)(12) |
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Section 3(c)(5) |
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Section 3(c)(13) |
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Section 3(c)(6) |
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Section 3(c)(14) |
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7. Type of Filing
X |
New Notice |
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Date of First Sale |
2018-12-20 |
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First Sale Yet to Occur |
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Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
X |
Equity |
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Pooled Investment Fund Interests |
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Debt |
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Tenant-in-Common Securities |
X |
Option, Warrant or Other Right to Acquire Another Security |
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Mineral Property Securities |
X |
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
X |
Other (describe) |
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Units of Class A common shares and Class A common share purchase warrants; each warrant exercisable at C$6.50 for 2 years, subject to acceleration by Issuer under specified conditions |
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor |
$0
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USD |
12. Sales Compensation
Recipient |
Recipient CRD Number |
X |
None |
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AltaCorp Capital Inc. |
None |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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AltaCorp Capital (USA) Inc. |
155053 |
Street Address 1 |
Street Address 2 |
4800 Montgomery Lane, Suite 450 |
City |
State/Province/Country |
ZIP/Postal Code |
Bethesda |
MARYLAND |
20814 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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COLORADO |
FLORIDA |
GEORGIA |
ILLINOIS |
NEW JERSEY |
TEXAS |
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Recipient |
Recipient CRD Number |
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None |
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Haywood Securities (USA) Inc. |
42072 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
200 Burrard Street, Suite 700 |
City |
State/Province/Country |
ZIP/Postal Code |
Vancouver |
BRITISH COLUMBIA, CANADA |
V6C 3L6 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Mackie Research Capital Corporation |
None |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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AltaCorp Capital (USA) Inc. |
155053 |
Street Address 1 |
Street Address 2 |
199 Bay Street, Suite 4500 |
City |
State/Province/Country |
ZIP/Postal Code |
Toronto |
ONTARIO, CANADA |
M5L 1G2 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Raymond James Ltd. |
None |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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AltaCorp Capital (USA) Inc. |
155053 |
Street Address 1 |
Street Address 2 |
40 King Street W., Suite 5300 |
City |
State/Province/Country |
ZIP/Postal Code |
Toronto |
ONTARIO, CANADA |
M5H 3Y2 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Echelon Wealth Partners Inc. |
None |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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AltaCorp Capital (USA) Inc. |
155053 |
Street Address 1 |
Street Address 2 |
1 Adelaide Street, Suite 2100 |
City |
State/Province/Country |
ZIP/Postal Code |
Toronto |
ONTARIO, CANADA |
M5C 2V9 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Paradigm Capital Inc. |
None |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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AltaCorp Capital (USA) Inc. |
155053 |
Street Address 1 |
Street Address 2 |
95 Wellington Street W., Suite 2101 |
City |
State/Province/Country |
ZIP/Postal Code |
Toronto |
ONTARIO, CANADA |
M5J 2N7 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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13. Offering and Sales Amounts
Total Offering Amount |
$8,423,198
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USD |
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Total Amount Sold |
$3,662,260
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USD |
Total Remaining to be Sold |
$4,760,938
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USD |
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Clarification of Response (if Necessary):
(c) represents potential warrant exercise price by U.S. investors; Cdn$1.3495=US$1.0014. Investors
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Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. |
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Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions |
$219,736
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USD |
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Finders' Fees |
$0
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USD |
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Clarification of Response (if Necessary):
In addition to cash commission, the agents received 59,307 broker warrants exercisable at C$5.00 for 12 months16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of
securities described and undertaking to furnish them, upon written request, in the accordance with applicable
law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator
or other legally designated officer of the State in which the issuer maintains its principal
place of business and any State in which this notice is filed, as its agents for service of
process, and agreeing that these persons may accept service on its behalf, of any notice,
process or pleading, and further agreeing that such service may be made by registered or
certified mail, in any Federal or state action, administrative proceeding, or arbitration
brought against the issuer in any place subject to the jurisdiction of the United States, if the
action, proceeding or arbitration (a) arises out of any activity in connection with the
offering of securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the
Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii)
the laws of the State in which the issuer maintains its principal place of business or any State
in which this notice is filed.
- Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer |
Signature |
Name of Signer |
Title |
Date |
Cardiol Therapeutics Inc. |
/s/ Chris Waddick |
Chris Waddick |
Chief Financial Officer |
2019-01-04 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets
Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to
require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes
of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot
routinely require offering materials under this undertaking or otherwise and can require offering materials only to the
extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.