CDT Equity (CDT) restates Q1 2025: $0.4M reclassified to asset

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.

Rhea-AI Filing Summary

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.

Positive

• Company plans to amend the Quarterly Report for the Subject Period to correct and restate affected financial statements and notes
• Independent auditor involvement — the matter was reviewed with CBIZ CPAs P.C., the company's independent registered public accounting firm
• Audit Committee engagement — management and Audit Committee members discussed the issue, indicating governance oversight of the correction

Negative

• Non-reliance — previously issued unaudited interim financial statements for the quarter ended March 31, 2025 should no longer be relied upon
• Accounting misclassification — $0.4 million in milestone payments to Sarborg Limited was incorrectly expensed as research and development instead of recorded as an acquired diagnostic asset
• Restatement required — condensed consolidated balance sheet, statement of operations and comprehensive loss, statement of changes in stockholders' deficit and statement of cash flows will be adjusted

Insights

Financial Analyst

TL;DR Reclassification of $0.4M from R&D to an acquired asset requires a restatement and amendment of the interim filings.

The accounting correction moves $0.4 million of previously recorded research and development expense to an acquired diagnostic asset on the March 31, 2025 balance sheet under ASC 730. That adjustment will reduce reported expense and increase assets for the Subject Period, requiring amended condensed consolidated financial statements and notes. The engagement of CBIZ CPAs P.C. and Audit Committee involvement indicates the company is following established remediation and disclosure paths.

Corporate Governance Expert

TL;DR A non-reliance notice signals a control or reporting error that the Audit Committee and auditors are addressing.

The company formally notified stakeholders that previously issued unaudited statements for the quarter ended March 31, 2025 should not be relied upon due to a classification error. Management and the Audit Committee reviewed the matter with the independent registered public accounting firm, and the company will amend the Quarterly Report for the Subject Period. This procedural response follows governance protocols for correcting interim financial reporting.

8-K Event Classification

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

1 item

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance

Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CDT (CDT) disclose in this 8-K?

CDT disclosed that its previously issued unaudited interim financial statements for the quarter ended March 31, 2025 should no longer be relied upon due to a misclassification of certain milestone payments.

How much was misclassified by CDT?

$0.4 million in milestone payments to Sarborg Limited were previously recorded as research and development expense but should have been an acquired diagnostic asset.

To whom were the milestone payments made?

Sarborg Limited received the milestone payments related to a Services Agreement for an acquired diagnostic tool.

Which accounting guidance applies to the correction?

ASC 730 is cited as the applicable accounting guidance for classifying the payments as an acquired diagnostic asset.

What will CDT do to correct the error?

The company plans to amend its Quarterly Report for the Subject Period to restate and adjust the affected condensed consolidated financial statements and related notes.

Who reviewed the matter with CDT management?

CBIZ CPAs P.C., the independent registered public accounting firm, reviewed the matter with management and members of the Audit Committee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 01:11 PM Learn about SEC filing dates

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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 8, 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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On August 8, 2025, CDT Equity Inc. (the “Company”) determined, after discussions with its advisors and CBIZ CPAs P.C., the Company’s independent registered public accounting firm, that the Company’s previously issued unaudited financial statements, and notes related thereto, for the Subject Period (as defined below) should no longer be relied upon due to the restatement described below pertaining to the correct accounting treatment of certain milestone payments, totaling $0.4 million, made to Sarborg Limited (“Sarborg”) in connection with a Services Agreement (the “Sarborg Service Agreement”) for the acquisition of a diagnostic tool used to monitor clinical trials, aggregate data on an ongoing basis and tracking intellectual property patent status, which was previously classified as research and development expense, but should have been classified as an acquired diagnostic asset in the Company’s March 31, 2025 condensed consolidated balance sheet in accordance with ASC 730.

In connection with the review of the Company’s financial statements as of and for the quarter ended June 30, 2025, the Company, after consideration with its advisors, determined that changes in the Company’s previously issued unaudited interim financial statements as of and for the three months ended March 31, 2025 (the “Subject Period”) are required to be made to the condensed consolidated balance sheet, condensed consolidated statement of operations and comprehensive loss, the condensed consolidated statement of changes in stockholders’ deficit and the condensed consolidated statement of cash flows with respect to the accounting treatment of certain milestone payments to Sarborg. As a result, the Company plans to address the restatement and adjustment of its unaudited financial statements, and notes related thereto for the Subject Period in amendments to the Quarterly Report on Form 10-Q for the Subject Period. The Company’s management and members of the Audit Committee of the Board of Directors have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with CBIZ CPAs P.C.

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 “plans”, “will” and “expected”, or the negative of such terms, or other comparable terminology, and include statements about the Company’s financial outlook 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.

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 14, 2025	By:	/s/ Andrew Regan
	Name:	Andrew Regan
	Title:	Chief Executive Officer