Conduit Pharms SEC Filings

Freda C. Lewis-Hall, a director of CDT Equity Inc. (CDT), reported equity awards and holdings. On 08/12/2025 she received 35,000 restricted stock units (RSUs) in exchange for past services; the RSUs vested immediately and were valued at approximately $60,900 based on the 08/12/2025 closing price. The earliest transaction date reported is 08/05/2025, when she was granted 15,000 stock options under the 2023 Stock Incentive Plan at an exercise price of $1.89; those options vested immediately, are exercisable as of 08/05/2025 and expire 08/05/2035. Following the RSU grant, Ms. Lewis-Hall directly beneficially owned 38,466 shares; she also discloses indirect holdings of 1,335 shares held by Intelmed LLC and 344 shares held by her spouse, which she disclaims except to the extent of any pecuniary interest. The Form 4 is signed by Ms. Lewis-Hall on 08/26/2025.

Farley Chele Chiavacci, a director of CDT Equity Inc., received both restricted stock units and stock options as compensation tied to recent corporate actions. She was granted 35,000 restricted stock units on 08/12/2025 that vested immediately and were valued at approximately $60,900 based on the issuer's closing share price that day. Separately, she received options to buy 15,000 shares at an exercise price of $1.89, with the options exercisable immediately and expiring on 08/05/2035. Following these transactions, she directly beneficially owns 37,369 common shares and 15,000 options.

Sarborg Limited reports a passive 4.0% stake in CDT Equity Inc. The filing, an amendment to Schedule 13G, states Sarborg beneficially owns 123,595 shares of CDT Equity Inc. (ticker CDT). The amount reported reflects a 1-for-15 reverse stock split effected by the issuer on May 15, 2025; share totals were adjusted to give effect to that split.

The filing indicates Sarborg has sole voting and dispositive power over all 123,595 shares and that the position was not acquired to influence control of the company. Ownership is based on 3,065,025 shares outstanding as of August 13, 2025, as confirmed by the issuer.

Conduit Pharmaceuticals (CDT) reported cash and cash equivalents of $3.3 million at June 30, 2025, up from $0.6 million at December 31, 2024. For the six months ended June 30, 2025 the company recorded a net loss of $10.8 million (vs. $8.9 million a year earlier) and used $6.5 million in operating cash (vs. $3.9 million). Management states there is substantial doubt about the company’s ability to continue without raising additional equity or debt financing. The filing discloses two reverse stock splits (1-for-100 in January and 1-for-15 in May 2025), outstanding convertible instruments and warrants, and multiple financings and settlements during the period including repayment and extinguishment gains/losses on certain notes. The Board authorized a $1.0 million open repurchase program and the company repurchased 11,713 shares at an average price of $8.85 per share.

Conduit Pharmaceuticals, Inc. (CDT) amended its Quarterly Report. The company reported cash and cash equivalents of $2.1 million at March 31, 2025, up from $0.6 million at December 31, 2024. For the three months ended March 31, 2025, net loss was $4.8 million compared with $3.6 million a year earlier, and cash used in operating activities was $3.9 million versus $2.4 million prior-year.

The filing discloses a 1-for-100 reverse stock split effective January 25, 2025, restatements that adjusted prior-period balances, material outstanding convertible obligations (A.G.P. note with approximately $5.5 million principal and interest remaining) and a deferred commission payable of $5.7 million. Management states substantial doubt about the company’s ability to continue as a going concern and plans to pursue additional equity or debt financing, without assurance of success.

CDT Equity Inc. determined its previously issued unaudited interim financial statements for the quarter ended March 31, 2025 should no longer be relied upon because $0.4 million in milestone payments to Sarborg Limited were misclassified. Those payments were recorded as research and development expense but should have been recorded as an acquired diagnostic asset on the March 31, 2025 condensed consolidated balance sheet in accordance with ASC 730. Management and the Audit Committee discussed the matter with CBIZ CPAs P.C., the independent registered public accounting firm. The company plans to amend its Quarterly Report for the Subject Period to restate and adjust the affected financial statements and related notes.

CDT Equity Inc. filed a Form S-8 to register an additional 2,000,000 shares of common stock for issuance under its Amended and Restated 2023 Stock Incentive Plan. The filing states the company changed its name to CDT Equity Inc. and effected 1-for-100 and 1-for-15 reverse stock splits; all share numbers reflect those splits. Prior registration statements had registered 7,665, 2,460 and 4,616 shares respectively. The filing incorporates recent SEC reports by reference.

CDT Equity Inc. completed a corporate rebranding, changing its name from Conduit Pharmaceuticals Inc. to CDT Equity Inc. and amending its bylaws to reflect the Name Change. The company confirmed its common stock will continue to trade on The Nasdaq Capital Market under the ticker CDT, and stated the CUSIP for the common stock will not change.

At its annual meeting, stockholders approved an amendment and restatement of the 2023 Stock Incentive Plan to authorize an additional 2,000,000 shares for awards. Stockholders also ratified CBIZ CPAs P.C. as the independent auditor and elected five director nominees. The board appointed James Bligh, a co-founder and interim CFO, as the company’s permanent Chief Financial Officer; he will remain a member of the board and his compensation remains as disclosed in the company’s proxy.