Corvus updates CDT Equity (CDT) ownership to about a 5.4% stake

Rhea-AI Filing Summary

Corvus Capital Ltd. and Andrew Regan filed Amendment No. 5 to their Schedule 13D on CDT Equity Inc., updating their ownership following recent share issuances and purchases. Corvus now beneficially owns 257,166 common shares, representing about 5.3% of the outstanding stock, while Dr. Regan beneficially owns 262,766 shares, or about 5.4%.

On March 24, 2026, CDT Equity issued Corvus 147,401 shares through a cashless exercise of all its Pre-Funded Warrants, after a 1-for-25 reverse stock split of its common stock. On May 13, 2026, Corvus purchased 100,000 shares in the open market at $1.90 per share for total cash consideration of $190,000, funded with cash on hand. The filing states the CDT shares were acquired for investment purposes.

Key Figures

Corvus beneficial ownership: 257,166 shares Regan beneficial ownership: 262,766 shares Shares outstanding: 4,888,350 shares +4 more

7 metrics

Corvus beneficial ownership 257,166 shares Represents about 5.3% of CDT Equity common stock as of May 1, 2026

Regan beneficial ownership 262,766 shares Represents about 5.4% of CDT Equity common stock as of May 1, 2026

Shares outstanding 4,888,350 shares CDT Equity common shares outstanding as of May 1, 2026

Cashless warrant exercise 147,401 shares CDT shares issued to Corvus on March 24, 2026 after 1-for-25 reverse split

Open-market share purchase 100,000 shares at $1.90 Corvus purchase on May 13, 2026 for total cash of $190,000

Reverse stock split ratio 1-for-25 Reverse split of CDT Equity outstanding common shares effective March 26, 2026

Corvus shared voting power 257,166 shares Shared power to vote and dispose as reported in the cover table

Key Terms

Schedule 13D, beneficially owns, cashless exercise, Pre-Funded Warrants, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 5 to (this "Amendment No. 5"), relating to the shares of common stock"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owns financial

"Corvus beneficially owns 257,166 shares of Common Stock, including 256,393 shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

cashless exercise financial

"the Issuer issued Corvus 147,401 CDT Shares pursuant to Corvus' cashless exercise of all of its Pre-Funded Warrants"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

Pre-Funded Warrants financial

"pursuant to Corvus' cashless exercise of all of its Pre-Funded Warrants, after taking into account"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

reverse stock split financial

"after taking into account the Issuer's 1-for-25 reverse stock split of its outstanding shares"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

open market financial

"On May 13, 2026, Corvus purchased 100,000 CDT Shares in the open market at a price per share of $1.90"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

CDT Equity Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

20678X502

(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)

03/24/2026

(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): 20678X502

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 257,166.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 257,166.00

11

Aggregate amount beneficially owned by each reporting person

257,166.00

12

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

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 20678X502

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)

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 5,600.00
8	Shared Voting Power 257,166.00
9	Sole Dispositive Power 5,600.00
10	Shared Dispositive Power 257,166.00

11

Aggregate amount beneficially owned by each reporting person

262,766.00

12

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

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

IN

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. 5 to Schedule 13D (this "Amendment No. 5"), 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 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. 5.
Item 2.	Identity and Background
(a)	"Item 2. Identity and Background." of the Schedule 13D is not being amended by this Amendment No. 5.
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 being amended by this Amendment No. 5 to add the following: On March 24, 2026, the Issuer issued Corvus 147,401 CDT Shares pursuant to Corvus' cashless exercise of all of its Pre-Funded Warrants, after taking into account the Issuer's 1-for-25 reverse stock split of its outstanding shares of Common Stock effected on March 26, 2026. On May 13, 2026, Corvus purchased 100,000 CDT Shares in the open market at a price per share of $1.90, for total cash consideration of $190,000, using its cash on hand.
Item 4.	Purpose of Transaction
	"Item 4. Purpose of Transaction." of the Schedule 13D is being amended by this Amendment No. 5 to add the following: See Item 3. Corvus acquired the CDT Shares for investment purposes.
Item 5.	Interest in Securities of the Issuer
(a)	"Item 5. Interest in Securities of the Issuer" of the Schedule 13D is hereby amended and restated by this Amendment No. 5 as follows: (a)-(b) The percentage ownership of shares of Common Stock set forth in this Amendment No. 5 is based upon 4,888,350 shares of Common Stock outstanding as of May 1, 2026, as verified with the Issuer on May 1, 2026. Corvus beneficially owns 257,166 shares of Common Stock, including 256,393 shares of Common Stock owned directly by Corvus and 773 shares of Common Stock owned directly by Manoira Corporation ("Manoira"), of which Corvus is owner of 99% of its equity interests, which represents approximately 5.3% of the issued and outstanding shares of Common Stock as of May 1, 2026. Dr. Regan beneficially owns 262,766 shares of Common Stock, including 5,600 shares of Common Stock held directly by Dr. Regan, 256,393 shares of Common Stock owned directly by Corvus and 773 shares of Common Stock owned directly by Manoira, which represents approximately 5.4% of the issued and outstanding shares of Common Stock as of May 1, 2026. Dr. Regan is the Chief Executive Officer and sole shareholder of Corvus. Dr. Regan is the sole director of Manoira of which Corvus is the 99.0% owner of its equity interests. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held of record by each of Corvus and Manoira. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
(b)	The Reporting Persons have the power to vote or dispose of the shares of Common Stock, or direct the vote or disposition thereof, as follows: Corvus Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 257,166 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 257,166 Dr. Regan Sole power to vote or to direct the vote: 5,600 Shared power to vote or to direct the vote: 257,166 Sole power to dispose or to direct the disposition of: 5,600 Shared power to dispose or to direct the disposition of: 257,166. To the Reporting Persons' knowledge, the other individuals named in Item 2 above do not beneficially own any shares of Common Stock.
(c)	Except as set forth in Item 3 of this Amendment No. 5, none of the Reporting Persons, or, to the knowledge of the Reporting Persons, any of the individuals named in Item 2 above, have engaged in any transaction with respect to the shares of Common Stock during the sixty (60) days prior to the trigger date for the filing of this Amendment No. 5.
(d)	Other than as described in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment No. 5.
(e)	Not applicable.
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. 5.
Item 7.	Material to be Filed as Exhibits.
	"Item 7. Material to be filed as Exhibits." of the Schedule 13D is not being amended by this Amendment No. 5.

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:	05/14/2026

Andrew Regan

Signature:	/s/ Andrew Regan
Name/Title:	Andrew Regan
Date:	05/14/2026

FAQ

What ownership stake in CDT (CDT) does Andrew Regan now report?

Andrew Regan beneficially owns 262,766 CDT Equity common shares, or about 5.4% of the company. This total includes 5,600 shares held directly plus shares held through Corvus Capital Ltd. and Manoira Corporation, where he holds controlling roles.

How many CDT (CDT) shares does Corvus Capital now beneficially own?

Corvus Capital beneficially owns 257,166 CDT Equity common shares, or about 5.3% of outstanding shares. This includes 256,393 shares held directly by Corvus and 773 shares held by Manoira Corporation, which is 99% owned by Corvus.

What recent transactions in CDT (CDT) stock are disclosed in Amendment No. 5?

Two key transactions are disclosed. On March 24, 2026, CDT Equity issued Corvus 147,401 shares via a cashless exercise of all Pre-Funded Warrants. On May 13, 2026, Corvus bought 100,000 shares in the open market at $1.90 per share for $190,000.

What is the total number of CDT (CDT) shares outstanding used for the ownership percentages?

The filing bases its ownership percentages on 4,888,350 CDT Equity common shares outstanding as of May 1, 2026. This figure was verified with the issuer and is used to calculate the 5.3% and 5.4% beneficial ownership stakes.

Why did Corvus Capital and Andrew Regan acquire CDT (CDT) shares?

The filing states that Corvus acquired the CDT Equity shares for investment purposes. This language appears in the updated purpose-of-transaction section, which refers back to the recent warrant exercise and open-market share purchase detailed in Item 3.

How did the reverse stock split affect Corvus’s CDT (CDT) warrant exercise?

Corvus’s cashless exercise of all Pre-Funded Warrants was calculated after CDT Equity’s 1-for-25 reverse stock split. Following this adjustment, the company issued 147,401 CDT shares to Corvus on March 24, 2026 under that exercise.