Cardiol Therapeutics Inc 6-K, filed Feb 8, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2022

Commission File Number:  001-40712

Cardiol Therapeutics Inc.

(Name of registrant)

602-2265 Upper Middle Road East

Oakville, Ontario L6H 0G5

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 to this report on Form 6-K are hereby incorporated by reference as Exhibits to the Registration Statement on Form F-10 of Cardiol Therapeutics Inc. (File No. 333-262342), as amended and supplemented.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Form 6-K Exhibit Index

Exhibit 99.1

February 8, 2022

Consent of Troutman Pepper Hamilton Sanders LLP

We hereby consent to the reference to our name on the face page and under the headings “Documents Filed as Part of the U.S. Registration Statement” and “Legal Matters”, and to the reference to our name and use of our opinion under the heading “Certain U.S. Federal Income Tax Considerations”, in the prospectus supplement dated February 8, 2022 relating to the offering by Cardiol Therapeutics Inc. of Class A common shares upon exercise of Class A common share purchase warrants of Cardiol Therapeutics Inc., which forms part of the Registration Statement on Form F-10 (File No. 333-262342). In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

/s/ Troutman Pepper Hamilton Sanders LLP

Exhibit 99.2

February 8, 2022

Consent of Borden Ladner Gervais LLP

We hereby consent to the reference to our name on the face page and under the headings “Documents Filed as Part of the U.S. Registration Statement” and “Legal Matters”, and to the reference to our name and use of our opinions under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations”, in the prospectus supplement dated February 8, 2022 relating to the issuance by Cardiol Therapeutics Inc. of Class A common shares upon exercise of Class A common share purchase warrants of Cardiol Therapeutics Inc., which forms part of the Registration Statement on Form F-10 (File No. 333-262342). In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Borden Ladner Gervais LLP