CDT Equity: Corvus intends to propose $2/share buyout

Any potential transaction is subject to due diligence, definitive documentation, an independent-director recommendation, and required approvals.

Available on EDGAR 11/06/2026 - 09:15 AM EST Accepted by SEC EDGAR 11/06/2026 - 09:15 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

CDT Equity Inc. (CDT) disclosed that Corvus Capital Ltd. intends to propose acquiring all outstanding common stock not already beneficially owned by the reporting persons for $2.00 per share. No definitive agreement has been entered into, and the November 5, 2026 letter does not constitute an offer.

Corvus also asked CDT’s board to suspend the at-the-market offering program while it considers the letter, form a committee of independent directors with its own advisers, and appoint at least one additional independent director. The amendment separately reports beneficial ownership as of October 26, 2026, of 1,565,080 shares (16.8%) for Corvus, 1,347,619 shares (14.5%) for Manoira Corporation, and 2,064,698 shares (22.1%) for Andrew Regan. The percentages use 9,322,805 CDT shares outstanding as of October 23, 2026.

Key Figures

Proposed purchase price: $2.00 per share Corvus Capital Ltd. beneficial ownership: 1,565,080 shares (16.8%) Manoira Corporation beneficial ownership: 1,347,619 shares (14.5%) +2 more

5 metrics

Proposed purchase price $2.00 per share Price in Corvus Capital Ltd.'s stated intent to propose an acquisition

Corvus Capital Ltd. beneficial ownership 1,565,080 shares (16.8%) Reported as of October 26, 2026

Manoira Corporation beneficial ownership 1,347,619 shares (14.5%) Reported as of October 26, 2026

Andrew Regan beneficial ownership 2,064,698 shares (22.1%) Reported as of October 26, 2026

CDT shares outstanding 9,322,805 shares As of October 23, 2026; basis for the reported ownership percentages

Key Terms

at-the-market offering program, beneficially owned, definitive documentation, reverse stock split

4 terms

at-the-market offering program financial

"suspend the Issuer's at-the-market offering program"

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

beneficially owned regulatory

"not already beneficially owned by the Reporting Persons"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

definitive documentation regulatory

"negotiation and execution of definitive documentation"

The final, complete set of legally binding papers that record the terms, disclosures and obligations for a transaction, filing, or corporate action. Like a signed contract or the finished blueprint after many drafts, definitive documentation replaces preliminary versions and is filed with regulators or exchanged between parties; it matters to investors because it contains the authoritative details on deal terms, required approvals, financial impacts and risks that affect ownership and value.

reverse stock split financial

"1-for-10 reverse stock split of its outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

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

What acquisition did Corvus propose for CDT, and at what price?

Corvus Capital Ltd. expressed its intent to propose acquiring all CDT common stock not already beneficially owned by the reporting persons for $2.00 per share. No definitive agreement has been entered into, and the November 5, 2026 letter does not constitute an offer, tender offer, or solicitation.

What did Corvus ask CDT’s board to do?

Corvus requested that CDT’s board suspend the at-the-market offering program while considering the letter, form a committee of independent directors with its own legal counsel and financial adviser, and appoint at least one additional independent director.

What conditions would apply to a potential CDT transaction?

Any potential transaction would be subject to due diligence, negotiation and execution of definitive documentation, a recommendation from CDT’s independent directors, and any required stockholder and regulatory approvals, as well as compliance with applicable securities laws. The reporting persons stated there can be no assurance a proposal or transaction will be made, agreed upon, or completed.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

CDT Equity Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

20678X700

(CUSIP Number)

Andrew Regan
Corvus Capital Ltd., FL. 2, Willow House, Cricket Square PO B
Grand Cayman, E9, KY1-1107
44 7766 766766

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 20678X700

1

Name of reporting person

Corvus Capital Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,565,080.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,565,080.00

11

Aggregate amount beneficially owned by each reporting person

1,565,080.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage ownership of shares of common stock, par value $0.0001 per share (the "Common Stock"), of CDT Equity Inc., a Delaware corporation (the "Issuer"), set forth in this Schedule 13D (the "Schedule 13D") is based upon 9,322,805 shares of Common Stock outstanding as of October 23, 2026, as provided by the Issuer. The number of shares of Common Stock reported is as of October 26, 2026 and gives effect to the Issuer's (i) 1-for-10 reverse stock split of its outstanding shares of Common Stock effected on July 20, 2026 (the "July Reverse Split") and (ii) the Issuer's 1-for-25 reverse stock split of its outstanding shares of Common Stock effected on September 28, 2026 (the "September Reverse Split").

SCHEDULE 13D

CUSIP Number(s): 20678X700

1

Name of reporting person

Manoira Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,347,619.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,347,619.00

11

Aggregate amount beneficially owned by each reporting person

1,347,619.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage ownership of shares of Common Stock set forth in this Schedule 13D is based upon 9,322,805 shares of Common Stock outstanding as of October 23, 2026, as provided by the Issuer. The number of shares of Common Stock reported is as of October 26, 2026 and gives effect to the July Reverse Split and the September Reverse Split.

SCHEDULE 13D

CUSIP Number(s): 20678X700

1

Name of reporting person

Andrew Regan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 499,618.00
8	Shared Voting Power 1,565,080.00
9	Sole Dispositive Power 499,618.00
10	Shared Dispositive Power 1,565,080.00

11

Aggregate amount beneficially owned by each reporting person

2,064,698.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage ownership of shares of Common Stock set forth in this Schedule 13D is based upon 9,322,805 shares of Common Stock outstanding as of October 23, 2026, as provided by the Issuer. The number of shares of Common Stock reported is as of October 26, 2026 and gives effect to the July Reverse Split and the September Reverse Split.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: CDT Equity Inc.
(c)	Address of Issuer's Principal Executive Offices: 4851 Tamiami Trail North, Suite 200, Naples, FLORIDA , 34103.
Item 1 Comment: This Amendment No. 8 to Schedule 13D (this "Amendment No. 8"), relating to the shares of common stock, par value $0.0001 per share ("Common Stock"), of CDT Equity Inc., a Delaware corporation formerly known as Conduit Pharmaceuticals Inc. (the "Issuer"), amends and supplements the Schedule 13D (the "Original Schedule 13D"), originally filed by the reporting persons named therein with the Securities and Exchange Commission (the "Commission") on September 29, 2023, as amended by Amendment No. 1 to the Original Schedule 13D, filed by such reporting persons with the Commission on September 19, 2024 ("Amendment No. 1"), as amended by Amendment No. 2 to the Original Schedule 13D, filed by such reporting persons with the Commission on July 31, 2025 ("Amendment No. 2"), as amended by Amendment No. 3 to the Original Schedule 13D, filed by such reporting persons with the Commission on September 22, 2025 ("Amendment No. 3"), as amended by Amendment No. 4 to the Original Schedule 13D, filed by such reporting persons with the Commission on December 22, 2025 ("Amendment No. 4"), as amended by Amendment No. 5 to the Original Schedule 13D, filed by such reporting persons with the Commission on May 14, 2026 ("Amendment No. 5") as amended by Amendment No. 6 to the Original Schedule 13D, filed by such reporting persons with the Commission on September 2, 2026 ("Amendment No. 6") as amended by Amendment No. 7 to the Original Schedule 13D, filed by such reporting persons with the Commission on October 27, 2026 ("Amendment No. 7 and, together with the Original Schedule 13D, the "Schedule 13D"). Except as specifically amended below, all other provisions of the Schedule 13D remain in effect. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D. The information contained in "Item 1. Security and Issuer." of the Schedule 13D is not being amended by this Amendment No. 8.
Item 2.	Identity and Background
(a)	"Item 2. Identity and Background." of the Schedule 13D is not being amended by this Amendment No. 8."
Item 3.	Source and Amount of Funds or Other Consideration
	"Item 3. Source or Amount of Funds or Other Consideration." of the Schedule 13D is not being amended by this Amendment No. 8.
Item 4.	Purpose of Transaction
	"Item 4. Purpose of Transaction." of the Schedule 13D is hereby amended and restated by this Amendment No. 8 as follows: The Reporting Persons acquired the shares of Common Stock for investment purposes. On November 5, 2026, Dr. Regan on behalf of Corvus delivered a letter to the Issuer's board of directors expressing its concerns with respect to the Issuer's current market valuation, capital raising activities and the value of its assets. In connection therewith, Corvus expressed its intent to propose an acquisition of all of the outstanding shares of Common Stock not already beneficially owned by the Reporting Persons at a purchase price of $2.00 per share. The Reporting Persons intend to engage with the Issuer's board of directors regarding such potential transaction and alternatives that may enhance stockholder value. In connection with the foregoing, Corvus also requested that the Issuer's board of directors (i) suspend the Issuer's at-the-market offering program while the board considers the matters raised in the letter, (ii) form a committee of independent directors, with its own legal counsel and financial adviser, to evaluate the potential transaction and other alternatives available to the Issuer, and (iii) strengthen the Issuer's independent oversight by appointing at least one additional independent director. No definitive agreement has been entered into with respect to any such potential transaction, and the November 5, 2026 letter does not constitute an offer, tender offer, solicitation of an offer to buy or sell securities, or solicitation of proxies or consents. Any potential transaction would be subject to, among other things, due diligence, the negotiation and execution of definitive documentation, the recommendation of the Issuer's independent directors and any required stockholder and regulatory approvals, as well as compliance with applicable securities laws. There can be no assurance that any proposal or transaction will be made, agreed upon or consummated. The Reporting Persons intend to continue to review their investment in the Issuer on a continuing basis. Depending on various factors, including the Issuer's response to the matters described above, the Issuer's business, prospects and financial condition, market conditions and other factors deemed relevant by the Reporting Persons, the Reporting Persons may from time to time take such actions with respect to their investment in the Issuer as they deem appropriate, including engaging in discussions with the Issuer's board of directors, management, other stockholders or other interested parties concerning the potential transaction, strategic alternatives, the Issuer's capitalization, financing activities, corporate governance or other matters relating to the Issuer. Based upon such review and discussions, as well as general economic, market and industry conditions and prospects and the Reporting Persons' liquidity requirements and investment considerations, in addition to the potential transactions, the Reporting Persons may consider additional courses of action, including taking any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person reserves the right, at any time and from time to time, to review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto.
Item 5.	Interest in Securities of the Issuer
(a)	"Item 5. Interest in Securities of the Issuer" of the Schedule 13D is not being amended by this Amendment No. 8."
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	"Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" of the Schedule 13D is not being amended by this Amendment No. 8."
Item 7.	Material to be Filed as Exhibits.
	"Item 7. Material to be filed as Exhibits." of the Schedule 13D is being amended by this Amendment No. 8 to add the following: 18. Corvus Letter to the Issuer's Board of Directors, dated November 5, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Corvus Capital Ltd.

Signature:	/s/ Andrew Regan
Name/Title:	Andrew Regan/Chief Executive Officer
Date:	11/06/2026

Manoira Corporation

Signature:	/s/ Anton Connolly
Name/Title:	Anton Connolly/Chief Operating Officer and Director
Date:	11/06/2026

Andrew Regan

Signature:	/s/ Andrew Regan
Name/Title:	Andrew Regan
Date:	11/06/2026