false
--12-31
0001896212
0001896212
2025-08-04
2025-08-04
0001896212
CDT:CommonStock0.0001ParValuePerShareMember
2025-08-04
2025-08-04
0001896212
CDT:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2025-08-04
2025-08-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 4, 2025
CDT
Equity Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41245 |
|
87-3272543 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 4851
Tamiami Trail North, Suite 200, Naples, FL |
|
34103 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(646)
491-9132
(Registrant’s
telephone number, including area code)
Conduit
Pharmaceuticals Inc.
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
CDT |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
CDTTW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of
Certain Officers.
Amendment
and Restatement of the 2023 Stock Incentive Plan
At
the 2025 annual meeting of stockholders (the “Annual Meeting”) of CDT Equity Inc. (the “Company”),
stockholders approved an amendment and restatement of the Company’s 2023 Stock Incentive Plan (as amended and restated, the “Amended
2023 Stock Incentive Plan”) to authorize an additional 2,000,000 shares for awards under the Amended 2023 Stock Incentive Plan,
with such amount subject to adjustment for certain corporate events and under the applicable share counting rules. The foregoing description
of the Amended 2023 Stock Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amended 2023 Stock Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Appointment
of Permanent Chief Financial Officer
Effective
August 4, 2025, James Bligh, co-founder, director and Interim Chief Financial Officer has been appointed as the permanent Chief
Financial Officer of the Company. Mr. Bligh will remain a member of the Company’s board of directors (the “Board”).
Mr.
Bligh, 38, has served as a member of the Board since September 2023 and as the Company’s Interim Chief Financial Officer since
May 2024. He was a co-founder of Conduit Pharmaceuticals Limited in 2019 and has served as a member of its board of directors since its
inception. From 2008 to 2019, Mr. Bligh worked closely with investment vehicle Corvus Capital Limited, including as a Partner, where
he led a number of reverse takeover transactions, stock market listings, initial public offerings, secondary fundraisings, and merger
transactions. Mr. Bligh’s prior transaction experience includes advising several special purpose acquisition vehicles in listing
on the London Stock Exchange, including the listing of Bermele Plc, a special purpose acquisition vehicle, and the subsequent acquisition
of Bermele by East Imperial Pte. Ltd., a global purveyor of ultra-premium beverages, in June 2019; the listing of Leverett Plc, which
subsequently acquired Nuformix Plc, a pharmaceutical development company targeting unmet medical needs in fibrosis and oncology via drug
repurposing; and Cizzle Biotechnology Holdings PLC, a UK-based diagnostics developer. Mr. Bligh previously served as a director of Bermele
Plc from June 2021 through February 2022; Mertz Plc from January 2021 through March 2022; and East Imperial Pte. Ltd. from September
2017 through April 2018. Mr. Bligh graduated from the University of Bristol with a BSc in Economics & Finance. Mr. Bligh has experience
in business development, capital raising, financings, public offerings and other strategic transactions, including mergers and acquisitions.
Mr.
Bligh is not related to any officer or director of the Company, nor is Mr. Bligh a party to any understanding or arrangement pursuant
to which he was selected to serve as the Company’s permanent Chief Financial Officer. As of the date of this Current Report on
Form 8-K (the “Current Report”), there are no transactions or relationships between Mr. Bligh and the Company and
its subsidiaries that require disclosure under Item 404(a) of Regulation S-K. In connection with Mr. Bligh’s appointment
to permanent Chief Financial Officer, Mr. Bligh’s compensation will remain the same as described under “Executive Compensation”
in the Company’s definitive proxy statement for its Annual Meeting filed with the United States Securities and Exchange Commission
on July 8, 2025, and is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 5, 2025, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”), to effect a change of the Company’s name from “Conduit Pharmaceuticals
Inc.” to “CDT Equity Inc.” (the “Name Change”), which became effective at 5 p.m. Eastern Time
on August 5, 2025. In connection with the Name Change, the Company also amended and restated its Amended and Restated Bylaws (as amended,
the “Second Amended and Restated Bylaws”) on August 5, 2025 to reflect the Name Change.
The
Board approved the Name Change pursuant to Section 242 of the General Corporation Law of the State of Delaware. Approval
of the Company’s stockholders was not required to effectuate the Name Change, the Name Change does not
affect the rights of the Company’s stockholders, and there were no other changes to the Certificate of Incorporation or Second
Amended and Restated Bylaws, except to update the description of quorum in the Second Amended and Restated Bylaws to reflect that certain
amendment effective November 15, 2024 as filed with the Company’s Current Report on Form 8-K on November 19, 2024. Copies of the
Certificate of Incorporation filed with the Secretary of State of Delaware and the Second Amended and Restated Bylaws are attached hereto
as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report and are incorporated herein by reference.
Following
the Name Change, the Company’s common stock, par value $0.0001 (the “Common Stock”) will continue
to be listed on The Nasdaq Capital Market under the ticker symbol “CDT”. The CUSIP number for the Common Stock will not change in
connection with the Name Change.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
August 5, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”) virtually via live webcast.
Proxies had been submitted by stockholders representing over one-third of the shares of the Company’s common stock outstanding
and entitled to vote, which constituted a quorum. At the Annual Meeting, the Company’s stockholders voted on three proposals, which
are described in more detail in the proxy statement.
The
following is a brief description of the matters voted upon and the results, including the number of votes cast for and against each matter
and the number of abstentions and broker non-votes with respect to each matter. Proxies for the Annual Meeting were solicited pursuant
to Section 14(a) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), and there was no solicitation
in opposition of management’s solicitation.
Proposal
1. Stockholders elected the five nominees for directors to serve until the Company’s 2026 annual meeting of stockholders or
until his or her respective successor has been duly elected and qualified. The voting results were as follows:
| Director Name | |
Votes For | |
Votes Withheld | |
Broker Non-Votes |
| Andrew Regan | |
630,256 | |
32,782 | |
566,651 |
| Freda Lewis-Hall | |
640,582 | |
22,456 | |
566,651 |
| James Bligh | |
625,217 | |
37,821 | |
566,651 |
| Chele Chiavacci Farley | |
630,326 | |
32,712 | |
566,651 |
| Simon Fry | |
630,159 | |
32,879 | |
566,651 |
Proposal
2. Stockholders ratified the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for
the year ending December 31, 2025. The voting results were as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 1,140,640 | |
68,569 | |
20,480 | |
N/A |
Proposal
3. Stockholders approved an amendment and restatement to the 2023 Stock Incentive Plan to increase the authorized share reserve.
The voting results were as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 592,230 | |
61,466 | |
8,962 | |
567,031 |
Item
7.01. Regulation FD Disclosure.
On
August 5, 2025, the Company issued a press release announcing its intent to effect the Name Change. A copy of the press release is attached
as Exhibit 99.1, which is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Securities Act,
whether made before or after the date hereof, except as expressly set forth by specific reference in such filing. The furnishing of this
information will not be deemed an admission as to the materiality of any information contained therein.
Forward-Looking
Statements
This
Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will” and “expected”,
or the negative of such terms, or other comparable terminology, and include statements about the Name Change and the impacts, if any,
on the Company. Forward-Looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking
statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak
only as of the date of this Current Report, and the Company expressly disclaims any obligation or undertaking to update or revise and
forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events,
conditions, or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation (effective August 5, 2025). |
| 3.2 |
|
Second Amended and Restated Bylaws of the Company (effective August 5, 2025) |
| 10.1 |
|
Amended and Restated 2023 Stock Incentive Plan |
| 99.1 |
|
Press Release, dated August 5, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| |
CDT
EQUITY INC. |
| |
|
|
| August
8, 2025 |
By: |
/s/
Andrew Regan |
| |
Name: |
Andrew
Regan |
| |
Title: |
Chief
Executive Officer |
