CDT Equity SEC Filings

CDT Equity Inc. is registering 22,846,452 shares of common stock for resale by existing stockholders. The shares come from consulting fees, an equity line of credit with Ascent Partners Fund LLC, and a sale and purchase agreement with Corvus Capital Limited that included pre-funded warrants.

This is a secondary offering, so CDT will not sell any shares or receive proceeds from these resales. The company has also established a $25 million equity line facility with Ascent and sold subsidiary Conduit Pharmaceuticals Limited to Corvus as part of a $7 million settlement paid in stock and pre-funded warrants.

CDT Equity Inc. entered into a directed equity purchase agreement with an institutional investor, creating an equity line of credit facility of up to $25 million in common stock. The company can, at its option, direct the investor to buy shares over a period of up to 36 months, with each purchase priced at a discount to market based on recent volume-weighted average prices and subject to a $750,000 per-closing cap and trading-volume limits.

The investor is not required to buy shares that would push its beneficial ownership above 9.99% of CDT’s voting power, and generally will not buy if the stock trades below a floor price of $1.35, which resets every six months based on Nasdaq closing prices. As consideration, CDT agreed to issue 204,031 commitment shares of common stock. CDT plans to use any proceeds from share sales under this facility for working capital and general corporate purposes and has agreed to register the resale of both the purchased shares and the commitment shares.

CDT Equity Inc. filed its quarterly report for September 30, 2025. The company reported a net loss of $7.1 million for the quarter and $17.9 million for the nine months. Operating cash outflow was $10.9 million year‑to‑date, while cash and cash equivalents rose to $3.8 million from $0.6 million at year‑end, primarily from equity sales.

Management disclosed “substantial doubt” about the company’s ability to continue as a going concern. The company plans to seek additional financing and noted its remaining at‑the‑market capacity of approximately $1.8 million was utilized after quarter‑end.

Stockholders’ equity improved to $4.3 million from a deficit, as additional paid‑in capital increased to $51.1 million. Convertible notes carried at fair value declined to $1.7 million from $5.9 million, reflecting conversions, repayments, and fair value changes; the company also recorded a $0.4 million waiver of accrued interest. CDT held $1.0 million of Bitcoin (8.65 BTC) as of quarter‑end. Shares outstanding were 1,276,574 as of September 30, 2025, and 1,629,402 as of November 13, 2025.

CDT Equity Inc. approved a 1-for-8 reverse stock split of its common stock, as described in an amendment to its certificate of incorporation filed in Delaware on October 8, 2025. At the effective time on October 10, 2025, every eight issued and outstanding shares of common stock will be combined into one share, while the par value and other terms of the stock remain unchanged.

The common stock is expected to begin trading on a reverse-split-adjusted basis on The Nasdaq Capital Market on October 13, 2025 under the ticker “CDT,” with a new CUSIP number 20678X403. No fractional shares will be issued; instead, stockholders entitled to a fraction will receive cash based on the split-adjusted closing price on October 10, 2025.

Amendment No. 3 to a Schedule 13D reports that Conduit Pharmaceuticals Inc. granted Dr. Andrew Regan 1,120,000 shares of common stock as director/officer compensation under the company’s Amended and Restated 2023 Stock Incentive Plan, valued at $0.6863 per share (closing Nasdaq price on September 18, 2025). The filing states 9,744,300 shares outstanding and discloses that Dr. Regan now beneficially owns 1,294,993 shares (approximately 13.3%) of the class, including shares held directly and through entities he controls. Corvus, Algo and Manoira ownership details are provided, and the Stock Incentive Plan is incorporated by reference as an exhibit.

Amendment No. 3 to a Schedule 13D reports that Conduit Pharmaceuticals Inc. granted Dr. Andrew Regan 1,120,000 shares of common stock as director/officer compensation under the company’s Amended and Restated 2023 Stock Incentive Plan, valued at $0.6863 per share (closing Nasdaq price on September 18, 2025). The filing states 9,744,300 shares outstanding and discloses that Dr. Regan now beneficially owns 1,294,993 shares (approximately 13.3%) of the class, including shares held directly and through entities he controls. Corvus, Algo and Manoira ownership details are provided, and the Stock Incentive Plan is incorporated by reference as an exhibit.

On September 19, 2025, CDT Equity Inc. granted Dr. Andrew Regan 1,120,000 shares of common stock under its Amended and Restated 2023 Stock Incentive Plan as compensation for his services as a director and officer. The grant price reported reflects the closing price on September 18, 2025 at $0.6863 per share. After the grant, Dr. Regan directly beneficially owns 1,120,044 shares and also may be deemed to beneficially own additional shares held of record by Manoira Corporation, Corvus Capital Ltd., and Algo Holdings, Inc., entities connected to him by ownership and control.

James Bligh, CFO and Director of CDT Equity Inc. (CDT), was granted 480,000 shares of restricted common stock on 09/19/2025. The restricted shares were granted under the company's Amended and Restated 2023 Stock Incentive Plan and, according to the filing, vest immediately upon grant. The filing states the award had an approximate value of $329,424 based on the issuer's closing share price on 09/18/2025. After the reported transaction the Form 4 shows 480,024 shares beneficially owned by the reporting person in a direct ownership form. The filing is signed by James Bligh on 09/19/2025.

CDT Equity Inc. director Simon Jeremy Fry received equity awards disclosed on Form 4 showing two grants tied to his service. He was granted 35,000 restricted stock units (RSUs) on 08/12/2025 that vested immediately and were valued at approximately $60,900 based on the closing share price that day. At the 2025 annual meeting he was also granted 15,000 stock options with an exercise price of $1.89, exercisable immediately and expiring on 08/05/2035. After these transactions Mr. Fry beneficially owned 36,956 shares of common stock and held options covering 15,000 shares.

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.