Cardiol Therapeutics Announces Bought Deal Financing for Gross Proceeds of $13.5 Million

Rhea-AI Summary

Cardiol Therapeutics (NASDAQ: CRDL) entered a bought deal private placement to issue 10,384,616 units at $1.30 per unit for gross proceeds of $13.5 million, with an underwriter option to sell up to an additional 1,038,462 units to raise up to $1.35 million. Each unit includes one common share and one-half warrant; each full warrant exercisable at $1.75 for 24 months.

The offering is expected to close on or about January 23, 2026, is subject to TSX approvals and customary conditions, and the company intends to use net proceeds to advance research and clinical development and for general corporate purposes.

Positive

• Gross proceeds of $13.5M from the bought deal financing
• Underwriter option can raise up to an additional $1.35M
• Warrants exercisable at $1.75 for 24 months

Negative

• Shares issued will dilute existing shareholders upon closing
• Company will pay a 6% underwriting commission on gross proceeds

News Market Reaction

+10.07% 2.6x vol

11 alerts

+10.07% News Effect

+4.9% Peak in 3 hr 22 min

+$10M Valuation Impact

$108M Market Cap

2.6x Rel. Volume

On the day this news was published, CRDL gained 10.07%, reflecting a significant positive market reaction. Argus tracked a peak move of +4.9% during that session. Our momentum scanner triggered 11 alerts that day, indicating notable trading interest and price volatility. This price movement added approximately $10M to the company's valuation, bringing the market cap to $108M at that time. Trading volume was elevated at 2.6x the daily average, suggesting notable buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Units offered: 10,384,616 units Offering price: $1.30 per Unit Gross proceeds: $13.5 million +5 more

8 metrics

Units offered 10,384,616 units Base bought deal private placement

Offering price $1.30 per Unit Bought deal financing terms

Gross proceeds $13.5 million Base bought deal financing size

Over-allotment units 1,038,462 units Additional 10% option for Underwriter

Over-allotment proceeds $1,350,000 Maximum additional gross proceeds

Warrant exercise price $1.75 per share Exercise price for Warrant Shares

Warrant term 24 months Exercise period from date of issuance

Underwriter commission 6% of gross proceeds Cash commission payable on Offering closing

Market Reality Check

Price: $0.9805 Vol: Volume 431,009 is 1.45x t...

normal vol

$0.9805 Last Close

Volume Volume 431,009 is 1.45x the 20-day average of 296,438 ahead of the financing news. normal

Technical Shares at 0.963 are trading below the 200-day moving average of 1.13 and well under the 1.59 52-week high.

Peers on Argus

CRDL slipped -1.24% while peers were mixed: ASRT up 9.01%, INCR down 1.59%, DRRX...

CRDL slipped -1.24% while peers were mixed: ASRT up 9.01%, INCR down 1.59%, DRRX down 1.04%, BIOA down 6.15%, and ANIK flat, indicating a stock-specific reaction to the financing news rather than a sector-wide move.

Historical Context

5 past events · Latest: Jan 13 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Clinical trial progress	Positive	+1.3%	MAVERIC Phase III trial passed 50% patient enrollment milestone.
Dec 01	Clinical data update	Positive	-9.5%	Phase II ARCHER data showed structural heart improvements in myocarditis.
Nov 13	IP / patent news	Positive	-1.9%	U.S. patent allowance protecting CardiolRx and CRD-38 to October 2040.
Nov 05	Clinical data preview	Positive	+3.8%	Announcement of full ARCHER Phase II results presentation and topline data.
Oct 21	Financing completion	Positive	+15.2%	Completed US$11.4M unit financing extending cash runway into Q3 2027.

Pattern Detected

Recent positive clinical and financing updates often led to share price gains, but some favorable trial and IP news saw negative reactions, indicating inconsistent pricing of positive catalysts.

Recent Company History

Over the last few months, Cardiol reported several key milestones, including completion of a US$11.4 million financing extending its cash runway into Q3 2027, positive Phase II ARCHER myocarditis data, and progress plus data presentations for its ARCHER and MAVERIC trials. It also received a U.S. patent allowance protecting its heart drug portfolio to October 2040. These events produced mixed price reactions, with both gains and selloffs following ostensibly positive news. Today’s financing announcement fits into an ongoing theme of capital raises to support late-stage development.

Market Pulse Summary

The stock surged +10.1% in the session following this news. A strong positive reaction aligns with p...

Analysis

The stock surged +10.1% in the session following this news. A strong positive reaction aligns with prior instances where financing news supported Cardiol’s development plans, such as the US$11.4 million raise that preceded a 15.24% gain. However, investors have also sold on good news in the past, so enthusiasm around this $13.5 million bought deal could fade if dilution concerns resurface or if subsequent trial and regulatory milestones fail to reinforce the bullish narrative.

Key Terms

bought deal, private placement, warrant, warrant share, +3 more

7 terms

bought deal financial

"at a price of $1.30 per Unit on a "bought deal" basis in a private placement"

A bought deal is a type of securities offering where an investment bank agrees to purchase the entire share or bond issue from a company up front and then resells it to investors, acting like a wholesaler who guarantees the sale. For investors, it matters because it gives the company fast, certain access to cash while potentially signaling pricing pressure or dilution—meaning the shares may be sold at a discount and existing holders could see their ownership reduced.

private placement financial

"on a "bought deal" basis in a private placement offering ("Offering")"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrant financial

"one-half of one Common Share purchase warrant ("Warrant")"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

warrant share financial

"Each Warrant shall entitle the holder thereof to purchase one Common Share ("Warrant Share")"

A warrant share is an ordinary share of a company that an investor receives when they exercise a warrant — a tradable certificate that gives the holder the right to buy a share at a set price in the future. Think of a warrant as a coupon that can be redeemed for a product (a share); when redeemed it increases the total shares outstanding, which can dilute existing ownership but also brings cash into the company. Investors watch warrant shares because their exercise affects earnings per share, ownership percentages, and the company’s cash position.

national instrument 45-106 regulatory

"pursuant to National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") under Part 5A"

A Canadian securities rule that lets companies sell shares or other investments without a full formal offering document when they meet specific conditions and provide required disclosure; it lays out the different exemptions, who can buy under them, and what information must be given. For investors it matters because these exemptions change how much information and legal protection they get — like buying from a farmer’s market vendor instead of a large supermarket, the potential for higher reward can come with less standardized disclosure and greater risk.

listed issuer financing exemption regulatory

"as amended by CSA Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption"

A listed issuer financing exemption is a regulatory allowance that lets a publicly traded company raise money by selling securities without preparing a full, formal prospectus when specific conditions are met. Think of it as a permitted shortcut with guardrails: it speeds access to capital while still requiring certain disclosures and limits, and it matters to investors because it can dilute existing holdings, change ownership stakes, and quickly affect share price and company funding prospects.

regulation s regulatory

"as such terms are defined in Regulation S under the 1933 Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

Toronto, Ontario--(Newsfile Corp. - January 16, 2026) - Cardiol Therapeutics Inc. (NASDAQ: CRDL) (TSX: CRDL) ("Cardiol" or the "Company"), a late-stage life sciences company focused on advancing the development of anti-inflammatory and anti-fibrotic therapies for heart disease, today announced that it has entered into an agreement with a sole underwriter and sole bookrunner pursuant to which the underwriter (the "Underwriter") has agreed to purchase for resale 10,384,616 units of the Company (the "Units") at a price of $1.30 per Unit (the "Offering Price") on a "bought deal" basis in a private placement offering ("Offering") for gross proceeds of $13.5 million. The Company has also granted the Underwriter the option to purchase up to an additional 10% of the number of Units sold in the Offering, being up to 1,038,462 Units, at the Offering Price to raise additional gross proceeds of up to $1,350,000, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering to cover over-allotments, if any.

Each Unit will consist of one Class A common share of the Company ("Common Share") and one-half of one Common Share purchase warrant ("Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share ("Warrant Share") at an exercise price of $1.75 per Warrant Share at any time for a period of 24 months from the date of issuance.

The Company intends to use the net proceeds of the financing to advance its research and clinical development programs and for general and administrative expenses, working capital and other expenses. The intended use of the net proceeds of the Offering is further detailed in the Offering Document (as defined below).

The Offering is scheduled to close on or about January 23, 2026, or such other date as the Company and the Underwriter may agree upon, and is subject to the receipt of all necessary approvals; including, the approval of the TSX and the negotiation of an underwriting agreement between the Company and the Underwriter. Notwithstanding the foregoing, the closing of any Units issued pursuant to the Listed Issuer Financing Exemption (as defined below) must occur no later than the 45^th day following the date hereof. Upon closing of the Offering, the Company shall pay to the Underwriter a cash commission equal to 6% of the aggregate gross proceeds of the Offering.

The Offering will take place by way of a private placement pursuant to National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") under Part 5A, as amended by CSA Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption ("Listed Issuer Financing Exemption" or "LIFE") or such other exemptions under NI 45-106, to qualified investors in each of the provinces and territories of Canada (other than Quebec). The Underwriter will also be entitled to offer the Units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The Units issued under the Listed Issuer Financing Exemption will not be subject to resale restrictions in Canada pursuant to applicable Canadian securities laws.

There is an offering document with respect to the portion of the Offering being conducted pursuant to the Listed Issuer Financing Exemption (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca or on the Company's website at: www.cardiolrx.com. Prospective investors of Units issued under the Listed Issuer Financing Exemption should read the Offering Document before making an investment decision.

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES, NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE SECURITIES BEING OFFERED HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE "UNITED STATES" OR TO "U.S. PERSONS" (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE 1933 ACT) ABSENT REGISTRATION UNDER THE 1933 ACT, AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH THE REQUIREMENTS OF EXEMPTIONS THEREFROM.

About Cardiol Therapeutics

Cardiol Therapeutics Inc. (NASDAQ: CRDL) (TSX: CRDL) is a late-stage life sciences company focused on advancing the development of anti-inflammatory and anti-fibrotic therapies for heart disease. The Company's lead small-molecule drug candidate, CardiolRx™, modulates inflammasome pathway activation, an intracellular process known to play an important role in the development and progression of inflammation and fibrosis associated with pericarditis, myocarditis, and heart failure.

The MAVERIC Program is evaluating CardiolRx™ for the treatment of recurrent pericarditis, an inflammatory disease of the pericardium associated with symptoms including debilitating chest pain, shortness of breath, and fatigue, which can lead to physical limitations, reduced quality of life, emergency department visits, and hospitalizations. The program comprises the completed Phase II MAvERIC-Pilot study (NCT05494788) and the ongoing pivotal Phase III MAVERIC trial (NCT06708299). The U.S. FDA has granted Orphan Drug Designation to CardiolRx™ for the treatment of pericarditis, including recurrent pericarditis.

The ARCHER Program is also studying CardiolRx™, specifically in acute myocarditis—an important cause of acute and fulminant heart failure in young adults and a leading cause of sudden cardiac death in individuals under 35 years of age. The program comprises the completed Phase II ARCHER study (NCT05180240), which evaluated the safety, tolerability, and efficacy of CardiolRx™ in this patient population.

The Company is also developing CRD-38, a novel, subcutaneously administered drug formulation intended for the treatment of inflammatory heart disease, including heart failure—a leading cause of death and hospitalization in the developed world, with associated healthcare costs in the United States exceeding US$30 billion per year.

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 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 regarding the Company's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering, the completion of the Offering, and the expected closing date, the exercise by the Underwriter of the Underwriter's Option, the timely receipt of all necessary approvals, including approval of the TSX, the Company's focus on developing anti-inflammatory and anti-fibrotic therapies for the treatment of heart disease, the Company's intended clinical studies and trial activities and timelines associated with such activities, including the Company's plan to complete the Phase III study in recurrent pericarditis with CardiolRx™, the Company's plan to advance the development of CRD-38, a novel subcutaneous formulation intended for the treatment of inflammatory heart disease, including heart failure, including through the initiation of the first-in-human clinical evaluation. Forward-looking information contained herein reflects the current expectations or beliefs of Cardiol based on information currently available to it and is based on certain assumptions and is also 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 filed with the Canadian securities administrators and U.S. Securities and Exchange Commission on March 31, 2025, available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov, as well as the risks and uncertainties associated with product commercialization and clinical studies. These assumptions, risks, uncertainties, and other factors should be considered carefully, and investors should not place undue reliance on the forward-looking information, and such information may not be appropriate for other purposes. Any forward-looking information speaks only as of the date of this press release 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. Investors are cautioned not to rely on these forward-looking statements.

For further information, please contact:
Investor.relations@cardiolrx.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/280611

FAQ

What did Cardiol Therapeutics (CRDL) announce on January 16, 2026?

Cardiol announced a bought deal private placement to sell 10,384,616 units at $1.30 per unit for gross proceeds of $13.5M.

How are the units structured in the CRDL financing and what are the warrant terms?

Each unit comprises one common share plus one-half warrant; each full warrant is exercisable at $1.75 for 24 months from issuance.

When is the CRDL offering expected to close and what approvals are required?

The offering is expected to close on or about January 23, 2026 and is subject to TSX approval and customary closing conditions.

How does Cardiol (CRDL) intend to use the net proceeds from the January 2026 financing?

The company intends to use net proceeds to advance research and clinical development programs and for general and administrative and working capital purposes.

Will the underwriter for CRDL receive any additional compensation or option?

Yes; the underwriter receives a 6% cash commission and an option to purchase up to 10% additional units to cover over-allotments.