UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM 12b-25 |
SEC FILE NUMBER
001-41245 |
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NOTIFICATION OF LATE FILING |
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| (Check
One): |
☒ |
Form
10-K |
☐ |
Form
20-F |
☐ |
Form
11-K |
☐ |
Form
10-Q |
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☐ |
Form
10-D |
☐ |
Form
N-CEN |
☐ |
Form
N-CSR |
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For Period Ended: December 31, 2025
| ☐ |
Transition
Report on Form 10-K |
| ☐ |
Transition
Report on Form 20-F |
| ☐ |
Transition
Report on Form 11-K |
| ☐ |
Transition
Report on Form 10-Q |
For the Transition Period Ended: ___________________
Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
NOTHING
IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
| Full
Name of Registrant: |
|
CDT Equity Inc. |
| Former
Name if Applicable: |
|
Conduit Pharmaceuticals Inc. |
| Address
of Principal Executive Offices (Street and Number): |
|
4851 Tamiami Trail North, Suite 200 |
| City, State, and Zip code: |
|
Naples, FL 34103 |
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed (Check box if appropriate)
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(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c) |
The
accountant’s statement or other exhibit required by Rule 12(b)-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
The
Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the financial statements and
related disclosures required to be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Registrant
expects to file the Annual Report on or before the fifteenth calendar day following the prescribed due date.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification: |
| Jamie Bligh |
|
(646) |
|
491-9132 |
| Name |
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Area
Code |
|
Telephone
Number |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
For the year ended December 31, 2025,
the Registrant anticipates that the Registrant’s net loss will increase by approximately $21.3 million compared to the year ended
December 31, 2024, to approximately $39.1 million. The increase was primarily driven by an increase in professional fees, travel expenses,
salary and stock-based compensation, and contingent loss accrual. The amounts reported above are still under review by the Registrant’s
independent registered public accounting firm and may differ once reported in the Form 10-K to be filed by the Registrant.
CDT Equity Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on their behalf by the undersigned hereunto duly authorized.
| Date:
April 1, 2026 |
By: |
/s/
Andrew Regan |
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Name: |
Andrew Regan |
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Title: |
Chief
Executive Officer |
Instruction:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
