Cardiol Therapeutics Inc 2025年度报告

FORM40-F (Check One)☐REGISTRATION STATEMENT PURSUANT TO SECTION12 OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION13(a)OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear ended:December31, 2025Commission File Number:001-40712 Cardiol TherapeuticsInc. (Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrant’s name into English (if applicable))Ontario(Province or other jurisdiction of incorporation or organization)2836(Primary Standard Industrial Classification Code Number (if applicable))Not Applicable(I.R.S. Employer Identification Number (if applicable))2265 Upper Middle Road East, Suite602Oakville, Ontario L6H 0G5(289) 910-0850(Address and telephone number of Registrant’s principal executive offices)CT Corporation System1015 15thStreet N.W., Suite1000Washington, D.C., 20005(202) 572-3111(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)Securities registered or to be registered pursuant to Section12(b)of the Act: Securities registered or to be registered pursuant to Section12(g)of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: None(Title of Class) For annual reports, indicate by check mark the information filed with this Form: ☒Annual information form☒Audited annual financial statements Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by theannual report:100,257,009 Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Exchange Act during thepreceding 12months (or for such shorter period that the Registrant was required to file such reports) and (2)has been subject to such filingrequirements for the past 90days. YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). YES☒NO☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule12b-2 of the Exchange Act. Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant toSection13(a)of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5, 2012 Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive - based compensationreceived by any of the registrant's executive officers during the relevant recovery period pursuant to - 240.10D - 1 (b).☐ EXPLANATORY NOTE Cardiol Therapeutics Inc. (the “Registrant”) is a Canadian corporation eligible to file its Annual Report pursuant toSection 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F. TheRegistrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of theRegistrant are accordingly exempt from Sections 14(a), 14(b), 14(c), and 14(f) of the Exchange Act pursuant to Rule3a12-3 thereunder. Furthermore, as a Canadian issuer, insiders of the Registrant are also exempt from Section 16 of theExchange Act. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form40-F are forward-looking statements within the meaning ofSection21E of the Exchange Act and Section27A of the Securities Act of 1933, as amended (the “Securities Act”).Additionally, the safe harbor provided in Section21E of the Exchange Act and Section27A of the Securities Actapplies to any forward-looking information provided pursuant to “Off-Balance Sheet Arrangements” and “Disclosureof Contractual Obligations” in this Annual Report on Form40-F. Please see “Forward-Looking Information”beginning on page1 of the Management