CDT Equity (NASDAQ: CDT) notifies SEC of delayed Q1 2026 10-Q; plans filing

Rhea-AI Filing Summary

CDT Equity Inc. submitted a Form 12b-25 notification that its Quarterly Report on Form 10-Q for the period ended March 31, 2026 could not be filed on time. The company says it could not, without unreasonable effort or expense, compile all financial statement information and expects to file the Form 10-Q on or before the fifth calendar day following the prescribed due date.

The filing discloses the company anticipates stockholders' equity will increase from a deficit as of December 31, 2025 and that the company will report a greater loss for the quarter versus the year‑ago period; amounts remain under review. The notification is signed by CEO Andrew Regan on May 15, 2026.

Key Figures

Quarter end: March 31, 2026 Filing relief window: fifth calendar day Prior fiscal year end: December 31, 2025 +3 more

6 metrics

Quarter end March 31, 2026 Quarter covered by the delayed Form 10-Q

Filing relief window fifth calendar day Expected latest filing date under Rule 12b-25 for quarterly reports

Prior fiscal year end December 31, 2025 Reference date for Stockholders' Equity comparison

Notification signature date May 15, 2026 Date the Form 12b-25 was signed by CEO Andrew Regan

Contact telephone (646) 491-9132 Telephone number provided on the form

Outstanding annual report Form 10-K for year ended December 31, 2025 Listed as a periodic report not filed in the preceding 12 months

Key Terms

Form 12b-25, Rule 12b-25(b), Quarterly Report on Form 10-Q

3 terms

Form 12b-25 regulatory

"submitted a Form 12b-25 notification that its Quarterly Report on Form 10-Q"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25(b) regulatory

"seeks relief pursuant to Rule 12b-25(b) the following should be completed"

Quarterly Report on Form 10-Q financial

"compile all information for the financial statements and related disclosures required to be included in its Quarterly Report on Form 10-Q"

A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

	FORM 12b-25	SEC FILE NUMBER 001-41245
	NOTIFICATION OF LATE FILING

(Check One):	☐	Form 10-K	☐	Form 20-F	☐	Form 11-K	☒	Form 10-Q
	☐	Form 10-D	☐	Form N-CEN	☐	Form N-CSR

For Period Ended: March 31, 2026

☐	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)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(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
	(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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026. The Registrant expects to file the Quarterly Report on or before the fifth 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		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
	Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
(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 quarter ended March 31, 2026, the Registrant anticipates that the Registrant’s Stockholders’ Equity will increase from a deficit at December 31, 2025 and the Registrant will report a greater Loss than comparable prior year period. The amounts reported above are still under review and may differ once reported in the Form 10-Q to be filed by the Registrant.

2

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: May 15, 2026	By:	/s/ Andrew Regan
	Name:	Andrew Regan
	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).

3

FAQ

When will CDT Equity (CDT) file its delayed Form 10-Q?

The company expects to file the Quarterly Report on Form 10-Q on or before the fifth calendar day following the prescribed due date. This is the relief period allowed under Rule 12b-25 for quarterly reports.

Why did CDT Equity file a Form 12b-25 for the quarter ended March 31, 2026?

CDT Equity states it could not, without unreasonable effort or expense, timely compile all financial statements and related disclosures required for the Form 10-Q. The company is completing those items before filing.

Does the 12b-25 notice say CDT Equity’s March quarter results changed materially?

The notice indicates the company anticipates an increase in stockholders' equity from a deficit at December 31, 2025 and expects a greater loss versus the comparable prior year quarter; specific amounts remain under review.

Who signed the Form 12b-25 for CDT Equity and when?

The notification was signed by Andrew Regan, Chief Executive Officer, on May 15, 2026. The form lists a contact telephone number of (646) 491-9132 for further inquiries.

Has CDT Equity filed all required periodic reports in the prior 12 months?

The form indicates the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 has not been filed. Other periodic reporting status is addressed in the notification's checklist.