Full Press Release Details
CARDIOL THERAPEUTICS INC.
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED
IN CANADIAN DOLLARS)
| As at September 30, 2023 | As at December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents (note 3) | $ | 40,540,136 | $ | 59,469,868 | ||||
| Accounts receivable | 177,990 | 209,923 | ||||||
| Other receivables | 111,605 | 270,274 | ||||||
| Prepaid expenses (note 14) | 1,619,822 | 1,487,913 | ||||||
| Total current assets | 42,449,553 | 61,437,978 | ||||||
| Non-current assets | ||||||||
| Property and equipment (note 4) | 372,002 | 295,738 | ||||||
| Intangible assets (note 5) | 231,469 | 294,802 | ||||||
| Total assets | $ | 43,053,024 | $ | 62,028,518 | ||||
| EQUITY AND LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities (note 14) | $ | 7,191,210 | $ | 9,334,158 | ||||
| Current portion of lease liability (note 6) | 29,066 | 50,447 | ||||||
| Derivative liability (note 7) | 809,832 | 419,901 | ||||||
| Total current liabilities | 8,030,108 | 9,804,506 | ||||||
| Non-current liabilities | ||||||||
| Lease liability (note 6) | 152,140 | 22,424 | ||||||
| Total liabilities | 8,182,248 | 9,826,930 | ||||||
| Equity | ||||||||
| Share capital (note 8) | 147,773,693 | 147,545,399 | ||||||
| Warrants (note 10) | 3,517,867 | 3,517,867 | ||||||
| Contributed surplus | 18,519,001 | 15,586,832 | ||||||
| Deficit | (134,939,785 | ) | (114,448,510 | ) | ||||
| Total equity | 34,870,776 | 52,201,588 | ||||||
| Total equity and liabilities | $ | 43,053,024 | $ | 62,028,518 |
The accompanying notes to the unaudited condensed interim consolidated
financial statements are an integral part of these consolidated financial statements.
Commitments (notes 5 and 12)
Subsequent event (note 15)
Approved on behalf of the Board:
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating expenses (notes 9, 13, 14) | ||||||||||||||||
| General and administration | $ | 5,079,140 | $ | 8,130,743 | $ | 11,572,844 | $ | 18,896,733 | ||||||||
| Research and development | 2,576,751 | 5,089,423 | 10,183,832 | 13,344,132 | ||||||||||||
| Loss before other income | (7,655,891 | ) | (13,220,166 | ) | (21,756,676 | ) | (32,240,865 | ) | ||||||||
| Interest income | 515,538 | 389,338 | 1,590,162 | 652,985 | ||||||||||||
| Gain (loss) on foreign exchange | 667,548 | 2,970,896 | (84,569 | ) | 3,290,249 | |||||||||||
| Change in derivative liability (note 7) | 392,881 | 1,723,442 | (389,931 | ) | 4,717,559 | |||||||||||
| Other income | 149,739 | 164,443 | 149,739 | 164,443 | ||||||||||||
| Net loss and comprehensive loss for the period | $ | (5,930,185 | ) | $ | (7,972,047 | ) | $ | (20,491,275 | ) | $ | (23,415,629 | ) | ||||
| Basic and diluted net loss per share (note 11) | $ | (0.09 | ) | $ | (0.13 | ) | $ | (0.32 | ) | $ | (0.38 | ) | ||||
| Weighted average number of common shares outstanding | 64,487,862 | 62,336,296 | 64,229,845 | 62,066,132 |
The accompanying notes to the unaudited condensed interim consolidated
financial statements are an integral part of these consolidated financial statements.
| Nine Months | Nine Months | |||||||
| Ended | Ended | |||||||
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Operating activities | ||||||||
| Net loss and comprehensive loss for the period | $ | (20,491,275 | ) | $ | (23,415,629 | ) | ||
| Adjustments for: | ||||||||
| Depreciation of property and equipment | 118,261 | 98,541 | ||||||
| Amortization of intangible assets | 63,333 | 63,333 | ||||||
| Share-based compensation | 3,144,014 | 4,065,228 | ||||||
| Change in derivative liability | 389,931 | (4,717,559 | ) | |||||
| Unrealized foreign exchange gain on cash | 118,913 | 3,624,848 | ||||||
| Accretion on lease liability | 8,948 | 7,282 | ||||||
| Shares for services | 16,449 | 433,673 | ||||||
| Research and development expenses settled through warrant exercise | - | 1,355,775 | ||||||
| Changes in non-cash working capital items: | ||||||||
| Accounts receivable | 31,933 | (88,379 | ) | |||||
| Other receivables | 158,669 | 43,431 | ||||||
| Prepaid expenses | (131,909 | ) | 1,060,722 | |||||
| Accounts payable and accrued liabilities | (2,142,948 | ) | 2,793,921 | |||||
| Net cash used in operating activities | (18,715,681 | ) | (14,674,813 | ) | ||||
| Investing activities | ||||||||
| Purchase of property and equipment | (53,606 | ) | (26,879 | ) | ||||
| Net cash used in investing activities | (53,606 | ) | (26,879 | ) | ||||
| Financing activities | ||||||||
| Payment of lease liability | (41,532 | ) | (40,090 | ) | ||||
| Net cash used in financing activities | (41,532 | ) | (40,090 | ) | ||||
| Net change in cash and cash equivalents | (18,810,819 | ) | (14,741,782 | ) | ||||
| Cash and cash equivalents, beginning of period | 59,469,868 | 83,899,070 | ||||||
| Impact of foreign exchange on cash and cash equivalents | (118,913 | ) | (3,624,848 | ) | ||||
| Cash and cash equivalents, end of period | $ | 40,540,136 | $ | 65,532,440 |
The accompanying notes to the unaudited condensed interim consolidated
financial statements are an integral part of these consolidated financial statements.
| Share capital | Contributed | ||||||||||||||||||||||
| Number | Amount | Warrants | surplus | Deficit | Total | ||||||||||||||||||
| Balance, December 31, 2021 | 61,922,999 | $ | 142,918,829 | $ | 4,176,780 | $ | 12,660,329 | $ | (83,517,863 | ) | $ | 76,238,075 | |||||||||||
| Warrants exercised | 503,672 | 2,014,688 | (2,014,688 | ) | - | - | - | ||||||||||||||||
| Shares for services | 136,107 | 433,673 | - | - | - | 433,673 | |||||||||||||||||
| Share-based compensation (note 9) | - | - | - | 4,065,228 | - | 4,065,228 | |||||||||||||||||
| Fair value of warrants earned | - | - | 1,355,775 | - | - | 1,355,775 | |||||||||||||||||
| Performance share units exercised | 1,000,000 | 1,560,000 | - | (1,560,000 | ) | - | - | ||||||||||||||||
| Net loss and comprehensive loss for the period | - | - | - | - | (23,415,629 | ) | (23,415,629 | ) | |||||||||||||||
| Balance, September 30, 2022 | 63,562,778 | $ | 146,927,190 | $ | 3,517,867 | $ | 15,165,557 | $ | 106,933,492 | ) | $ | 58,677,122 | |||||||||||
| Balance, December 31, 2022 | 64,042,536 | $ | 147,545,399 | $ | 3,517,867 | $ | 15,586,832 | $ | (114,448,510 | ) | $ | 52,201,588 | |||||||||||
| Restricted share units exercised | 150,245 | 211,845 | - | (211,845 | ) | - | - | ||||||||||||||||
| Shares for services | 5,000 | 16,449 | - | - | - | 16,449 | |||||||||||||||||
| Share-based compensation (note 9) | - | - | - | 3,144,014 | - | 3,144,014 | |||||||||||||||||
| Performance share units exercised | 600,000 | - | - | - | - | - | |||||||||||||||||
| Net loss and comprehensive loss for the period | - | - | - | - | (20,491,275 | ) | (20,491,275 | ) | |||||||||||||||
| Balance, September 30, 2023 | 64,797,781 | $ | 147,773,693 | $ | 3,517,867 | $ | 18,519,001 | $ | (134,939,785 | ) | $ | 34,870,776 |
The accompanying notes to the unaudited condensed interim consolidated
financial statements are an integral part of these consolidated financial statements.
Cardiol Therapeutics Inc. (the "Corporation"
or "Cardiol") was incorporated under the laws of the Province of Ontario on January 19, 2017. The Corporation's registered
and legal office is located at 2265 Upper Middle Rd. E., Suite 602, Oakville, Ontario, L6H 0G5, Canada.
The Corporation is a clinical-stage life sciences
company focused on the research and clinical development of anti- inflammatory and anti-fibrotic therapies for the treatment of heart
disease. The Corporation's lead drug candidate, CardiolRx (cannabidiol) oral solution, is pharmaceutically manufactured and in
clinical development for use in the treatment of heart disease.
On December 20, 2018, the Corporation completed
its initial public offering on the Toronto Stock Exchange (the "TSX"). As a result, the Corporation's common shares commenced
trading on that date on the TSX under the symbol "CRDL", and on May 12, 2021, warrants commenced trading under the symbol
"CRDL.WT.A". On August 10, 2021, the Corporation's common shares commenced trading on The Nasdaq Capital Market under the
Statement of compliance
The Corporation applies International Financial
Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations
issued by the International Financial Reporting Interpretations Committee ("IFRIC"). These unaudited condensed interim financial
statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly,
they do not include all of the information required for full annual financial statements required by IFRS as issued by IASB and interpretations
The policies applied in these unaudited condensed
interim consolidated financial statements are based on IFRSs issued and outstanding as of November 9, 2023, the date the Board of
Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim
consolidated financial statements as compared with the most recent annual consolidated financial statements as at and for the year ended
Any subsequent changes to IFRS that are given
effect in the Corporation's annual consolidated financial statements for the year ending December 31, 2023, could result in
restatement of these unaudited condensed interim consolidated financial statements.
Interest earned on cash and cash equivalents for the three and nine
months ended September 30, 2023 amounted to $515,538 and $1,590,162 (three and nine months ended September 30, 2022 - $389,338
and $652,985). As at December 31, 2022, Cash and cash equivalents included a cashable Guaranteed Investment Certificate totaling
$61,875 earning interest of 0.5% per annum and maturing on December 4, 2023. The Guaranteed Investment Certificate was redeemed
prior to maturity without penalty during the nine months ended September 30, 2023.
| Cost | Right-of- use asset | Equipment | Leasehold improvements | Office equipment | Computer equipment | Total | ||||||||||||||||||
| Balance, December 31, 2021 | $ | 200,319 | $ | 130,770 | $ | 237,248 | $ | 65,716 | $ | 79,823 | $ | 713,876 | ||||||||||||
| Additions | - | 41,094 | - | 1,148 | 32,467 | 74,709 | ||||||||||||||||||
| Balance, December 31, 2022 | 200,319 | 171,864 | 237,248 | $ | 66,864 | $ | 112,290 | $ | 788,585 | |||||||||||||||
| Additions | 140,919 | 45,228 | - | 8,378 | - | 194,525 | ||||||||||||||||||
| Balance, September 30, 2023 | $ | 341,238 | $ | 217,092 | $ | 237,248 | $ | 75,242 | $ | 112,290 | $ | 983,110 |
| Accumulated Depreciation | Right-of- use asset | Equipment | Leasehold improvements | Office equipment | Computer equipment | Total | ||||||||||||||||||
| Balance, December 31, 2021 | $ | 103,509 | $ | 75,211 | $ | 105,872 | $ | 25,659 | $ | 47,132 | $ | 357,383 | ||||||||||||
| Depreciation for the year | 40,068 | 19,750 | 50,840 | 8,069 | 16,737 | 135,464 | ||||||||||||||||||
| Balance, December 31, 2022 | $ | 143,577 | $ | 94,961 | $ | 156,712 | $ | 33,728 | $ | 63,869 | $ | 492,847 | ||||||||||||
| Depreciation for the period | 36,030 | 27,398 | 38,130 | 4,970 | 11,733 | 118,261 | ||||||||||||||||||
| Balance, September 30, 2023 | $ | 179,607 | $ | 122,359 | $ | 194,842 | $ | 38,698 | $ | 75,602 | $ | 611,108 |
| Carrying value | Right-of- use asset | Equipment | Leasehold improvements | Office equipment | Computer equipment | Total | ||||||||||||||||||
| Balance, December 31, 2022 | $ | 56,742 | $ | 76,903 | $ | 80,536 | $ | 33,136 | $ | 48,421 | $ | 295,738 | ||||||||||||
| Balance, September 30, 2023 | $ | 161,631 | $ | 94,733 | $ | 42,406 | $ | 36,544 | $ | 36,688 | $ | 372,002 |
| Cost | Exclusive global license agreement | |||
| Balance, December 31, 2021, December 31, 2022, and September 30, 2023 | $ | 767,228 | ||
| Accumulated Amortization | Exclusive global license agreement | |||
| Balance, December 31, 2021 | $ | 387,982 | ||
| Amortization for the year | 84,444 | |||
| Balance, December 31, 2022 | $ | 472,426 | ||
| Amortization for the period | 63,333 | |||
| Balance, September 30, 2023 | $ | 535,759 | ||
| Carrying Value | Exclusive global license agreement | |||
| Balance, December 31, 2022 | $ | 294,802 | ||
| Balance, September 30, 2023 | $ | 231,469 |
Exclusive global agreement ("Meros License Agreement")
In 2017, the Corporation was granted by Meros
Polymers Inc. ("Meros") the sole, exclusive, irrevocable license to patented nanotechnologies for use with any drugs to diagnose,
or treat, cardiovascular disease, cardiopulmonary disease, and cardiac arrhythmias. Meros is focused on the advancement of nanotechnologies
developed at the University of Alberta.
Under the Meros License Agreement, Cardiol agreed
to certain milestones and milestone payments, including the following: (i) payment of $100,000 upon enrolling the first patient in
a Phase IIB clinical trial designed to investigate the safety and indications of efficacy of one of the licensed technologies; (ii) payment
of $500,000 upon enrolling the first patient in a Pivotal Phase III clinical trial designed to investigate the safety and efficacy of
one of the licensed technologies; (iii) $1,000,000 upon receiving regulatory approval from the FDA for any therapeutic and/or prophylactic
treatment incorporating the licensed technologies. Cardiol also agreed to pay Meros the following royalties:
of worldwide proceeds of net sales of the licensed technologies containing cannabinoids, excluding non-royalty sub-license income in (b) below,
that Cardiol receives from human and animal disease indications and derivatives as outlined in the Meros License Agreement;
of any non-royalty sub-license income that Cardiol receives from human and animal disease indications and derivatives for licensed technologies
containing cannabinoids as outlined in the Meros License Agreement;
of worldwide proceeds of net sales that Cardiol receives from the licensed technology in relation to human and animal cardiovascular and/or
cardiopulmonary disease, heart failure, and/or cardiac arrhythmia diagnosis and/or treatments using the drugs, excluding cannabinoids
included in (a) above, outlined in the Meros License Agreement; and
of any non-royalty sub-license income that Cardiol receives in relation to any human and animal heart disease, heart failure and/or arrhythmias
indications, excluding cannabinoids included in (b) above, as outlined in the Meros License Agreement.
In addition, as part of the consideration under
the Meros License Agreement, Cardiol (i) issued to Meros 1,020,000 common shares; and (ii) issued to Meros 1,020,000 special
warrants convertible automatically into common shares for no additional consideration upon the first patient being enrolled in a Phase
1 clinical trial using the licensed technologies as described in the Meros License Agreement.
| Carrying Value | ||||
| Balance, December 31, 2021 | $ | 117,579 | ||
| Repayments | (53,934 | ) | ||
| Accretion | 9,226 | |||
| Balance, December 31, 2022 | $ | 72,871 | ||
| Additions (i) | 140,919 | |||
| Repayments | (41,532 | ) | ||
| Accretion | 8,948 | |||
| Balance, September 30, 2023 | $ | 181,206 | ||
| Current portion | 29,066 | |||
| Long-term portion | $ | 152,140 |
(i) When measuring the lease liability for
the property lease that was classified as an operating lease, the Corporation discounted the lease payments using its incremental borrowing
rate. The original property lease expires on May 31, 2024, and the lease payments were discounted with a 9% interest rate. During
the nine months ended September 30, 2023, the property lease was extended to October 30, 2028. The lease liability was revalued
as of the extension date with lease payments discounted with a 15% interest rate.
On November 5, 2021, the Corporation issued
8,175,000 warrants as part of a unit financing. Each warrant is exercisable into one common share at the price of USD$3.75 per share
for a period of three years from closing. The original estimated fair value of $11,577,426 was assigned to the 8,175,000 warrants issued
by using a fair value market technique incorporating the Black-Scholes option pricing model, with the following assumptions: a risk-free
interest rate of 1.01%; an expected volatility factor of 81%; an expected dividend yield of 0%; and an expected life of 3 years. The
only significant unobservable input is the volatility, which could cause an increase or decrease in fair value. The warrants have been
classified as a derivative liability on the statement of financial position and are re-valued at each reporting date, as the warrants
were issued in a currency other than the Corporation's functional currency. As at September 30, 2023, the fair value of the derivative
liability was $809,832 (December 31, 2022 - $419,901), resulting in an increase/(decrease) in the value of the derivative liability
for the three and nine months ended September 30, 2023 of $392,881 and $(389,931) (three and nine months ended September 30,
2022 - increase/(decrease) in fair value of $1,723,442 and $4,717,559).
Significant assumptions used in determining the fair value of the
derivative warrant liabilities are as follows:
| Nine Months Ended September 30, 2023 | Nine Months Ended September 30, 2022 | |||||||
| Share price | USD$ | 0.90 | USD$ | 1.03 | ||||
| Exercise price | USD$ | 3.75 | USD$ | 3.75 | ||||
| Risk-free interest rate | 4.60 | % | 3.78 | % | ||||
| Expected volatility | 99 | % | 84 | % | ||||
| Expected life in years | 1.10 | 2.10 | ||||||
| Expected dividend yield | Nil | Nil |
The authorized share capital consists of an unlimited number of common
shares. The common shares do not have a par value. All issued shares are fully paid.
| Number of | ||||||||
| common shares | Amount | |||||||
| Balance, December 31, 2021 | 61,922,999 | $ | 142,918,829 | |||||
| Shares for services (i) | 136,107 | 433,673 | ||||||
| Warrants exercised (note 10) | 503,672 | 2,014,688 | ||||||
| Performance share units exercised (note 9) | 1,000,000 | 1,560,000 | ||||||
| Balance, September 30, 2022 | 63,562,778 | $ | 146,927,190 | |||||
| Balance, December 31, 2022 | 64,042,536 | $ | 147,545,399 | |||||
| Shares for services (ii) | 5,000 | 16,449 | ||||||
| Restricted share units exercised (note 9) | 150,245 | 211,845 | ||||||
| Performance share units exercised (note 9) | 600,000 | - | ||||||
| Balance, September 30, 2023 | 64,797,781 | $ | 147,773,693 |