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Cardiol Therapeutics Announces Closing of Bought Deal Financing and Full Exercise of Over-Allotment Option for Gross Proceeds of $14.85 Million

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Cardiol Therapeutics (NASDAQ: CRDL) closed a private placement on January 23, 2026, raising $14.85 million through the issuance of 11,423,078 Units at $1.30 per Unit, including full exercise of the over‑allotment option. Each Unit comprises one common share and one‑half of a warrant; each whole warrant is exercisable at $1.75 for 24 months. Canaccord Genuity acted as sole underwriter and the company paid a 6% cash commission. Net proceeds are intended for research and clinical development, general and administrative expenses, working capital, and other expenses. The offering was completed as a private placement under Canadian prospectus exemptions and the securities are not registered in the United States.

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Positive

  • $14.85M gross proceeds from the financing
  • Full exercise of the over‑allotment option indicating added demand
  • 11,423,078 Units issued to fund clinical and R&D programs
  • Warrants exercisable at $1.75 for 24 months could provide additional capital if exercised

Negative

  • 6% cash commission paid to the underwriter
  • Issuance of 11,423,078 Units creates immediate dilution risk for shareholders
  • Warrants, if exercised, will increase share count over the next 24 months

News Market Reaction – CRDL

%
1 alert
% News Effect

On the day this news was published, CRDL declined NaN%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $14.85 million Units issued: 11,423,078 units Unit price: $1.30 per unit +5 more
8 metrics
Gross proceeds $14.85 million Closed bought deal private placement of units
Units issued 11,423,078 units Private placement at $1.30 per unit
Unit price $1.30 per unit Pricing of bought deal financing
Warrant exercise price $1.75 per share Exercise price for whole warrants, 24‑month term
Warrant term 24 months Exercise period from warrant issuance
Underwriter commission 6% of gross proceeds Cash commission on the offering
Planned MAVERIC enrollment ≈110 patients Pivotal Phase III trial design
MAVERIC centers ≈25 centers Trial sites across North America and Europe

Market Reality Check

Price: $0.9861 Vol: Volume 418,746 is 1.24x t...
normal vol
$0.9861 Last Close
Volume Volume 418,746 is 1.24x the 20‑day average of 338,460 shares ahead of this financing news. normal
Technical Shares trade below the 200‑day MA of $1.14, with price at $1.04 and about 34.6% below the 52‑week high of $1.59.

Peers on Argus

Peer moves were mixed: ASRT and INCR showed small gains (up 0.26% and 0.44%), wh...

Peer moves were mixed: ASRT and INCR showed small gains (up 0.26% and 0.44%), while DRRX, ANIK, and BIOA declined (down to -5.59%). With no peers in the momentum scanner and moves in both directions, trading around CRDL appears more company‑specific than sector‑driven.

Historical Context

5 past events · Latest: Jan 16 (Neutral)
Pattern 5 events
Date Event Sentiment Move Catalyst
Jan 16 Bought deal financing Neutral +10.1% Announced bought deal private placement with warrants to raise $13.5 million.
Jan 13 Clinical enrollment Positive +1.3% MAVERIC Phase III trial surpassed 50% enrollment across North American and European sites.
Dec 01 Phase II results Positive -9.5% ARCHER Phase II data showed structural heart improvements in acute myocarditis.
Nov 13 Patent allowance Positive -1.9% Received U.S. patent allowance protecting key heart drugs through October 2040.
Nov 05 Data presentation Positive +3.8% Announced upcoming full ARCHER Phase II data presentation at ESC scientific meeting.
Pattern Detected

Positive clinical and IP news has sometimes seen muted or negative next‑day moves, while financings have been absorbed with modest gains.

Recent Company History

Over the last few months, Cardiol has combined clinical progress with balance sheet actions. A bought deal financing announced on Jan 16, 2026 was followed by a 10.07% gain, suggesting prior equity issuance was reasonably accepted. Key milestones include surpassing 50% enrollment in the pivotal Phase III MAVERIC trial and encouraging Phase II ARCHER data in acute myocarditis. A U.S. patent allowance extending protection to 2040 strengthened IP. Today’s closing of the enlarged financing builds directly on the Jan 16 deal terms and structure.

Market Pulse Summary

This announcement confirms closing of a previously announced bought deal private placement, includin...
Analysis

This announcement confirms closing of a previously announced bought deal private placement, including full exercise of the over‑allotment option, for gross proceeds of $14.85 million. Units were priced at $1.30 and include half‑warrants exercisable at $1.75 for 24 months. The company plans to use net proceeds to fund research, clinical development, and general expenses. In context of ongoing Phase III and Phase II programs, investors may watch execution milestones and future capital needs.

Key Terms

bought deal financing, over-allotment option, private placement, common share purchase warrant, +3 more
7 terms
bought deal financing financial
"Cardiol Therapeutics Announces Closing of Bought Deal Financing..."
Bought deal financing is when an investment bank agrees to buy an entire new stock or bond offering from a company up front and then resells it to investors — like a wholesaler buying all the goods from a maker and taking on the risk of selling them. For investors this matters because it provides the issuing company fast, certain cash but often at a discount to market price, can increase share supply quickly, and may signal urgency to raise funds.
over-allotment option financial
"including the full exercise of the over-allotment option."
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
private placement financial
"closed its previously announced private placement of units (the "Units")"
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.
common share purchase warrant financial
"one-half of one Common Share purchase warrant (each, a "Warrant")."
A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.
National Instrument 45-106 regulatory
"by way of a private placement pursuant to National Instrument 45-106 - Prospectus Exemptions"
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 23, 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 closed its previously announced private placement of units (the "Units") of the Company (the "Offering"), including the full exercise of the over-allotment option. Canaccord Genuity Corp. (the "Underwriter") acted as sole underwriter and sole bookrunner for the Offering. Pursuant to the Offering, the Company issued an aggregate of 11,423,078 Units at a price of $1.30 per Unit for aggregate gross proceeds of $14.85 million, which includes the full exercise by the Underwriter of the over-allotment option.

Each Unit consists of one Class A common share of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Common Share (each, a "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 of the Warrants. In connection with the Offering, the Company paid the Underwriter a cash commission equal to 6% of the aggregate gross proceeds of the Offering.

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 Offering was completed 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 (the "Listed Issuer Financing Exemption") to qualified investors in each of the provinces and territories of Canada (other than Quebec). The Underwriter was entitled to offer the Units for sale in certain 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 are not subject to resale restrictions in Canada pursuant to applicable Canadian securities laws.

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, 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, available on SEDAR+ at sedarplus.ca, 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/281332

FAQ

How much did Cardiol Therapeutics (CRDL) raise in the January 23, 2026 private placement?

Cardiol raised $14.85 million through the issuance of Units at $1.30 per Unit, including the full over‑allotment exercise.

What did each Unit issued by Cardiol (CRDL) include on January 23, 2026?

Each Unit comprised one common share and one‑half of one warrant; each whole warrant is exercisable for one share at $1.75 for 24 months.

Who underwrote the Cardiol (CRDL) offering and what commission was paid?

Canaccord Genuity acted as sole underwriter and sole bookrunner; the company paid a 6% cash commission on gross proceeds.

How will Cardiol (CRDL) use the proceeds from the $14.85M financing?

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

Are the Units from Cardiol's (CRDL) January 2026 financing registered for sale in the United States?

No; the securities were issued in a private placement under Canadian exemptions and are not registered under the U.S. Securities Act for sale in the United States.
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