[Form 4] CDT Equity Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Large equity grant to CEO/director increases insider stake and is a non-cash compensation event that affects share distribution.

The grant of 1,120,000 common shares to Dr. Andrew Regan is a material executive compensation action recorded under the companys 2023 Stock Incentive Plan. This transaction is reported as an acquisition rather than a sale and is priced using the prior trading day's closing price. For investors, such grants change insider ownership profiles and may affect outstanding share counts over time. The filing does not disclose any cash payment, vesting schedule, or immediate disposition of shares.

Corporate Governance Expert

TL;DR: Executive received a significant equity award; related-party ownership structure is explicitly disclosed.

The Form 4 clearly states the grant was compensation for director and officer services and discloses record ownership by Manoira, Corvus, and Algo along with the relationships among them and Dr. Regan. The filing includes a conventional disclaimer of beneficial ownership by Corvus and Dr. Regan except to the extent of pecuniary interest. The document does not provide vesting terms, performance conditions, or board approvals beyond the plan reference.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Regan Andrew

(Last) (First) (Middle)

4851 TAMIAMI TRAIL NORTH, SUITE 200

(Street)

NAPLES FL 34103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CDT Equity Inc. [ CDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/19/2025		A		1,120,000(1)	A	$0.6863(2)	1,120,044	D
Common Stock								154,799	I	By Manoira Corporation(3)(6)
Common Stock								20,032	I	By Corvus Capital Ltd.(4)(6)
Common Stock								118	I	By Algo Holdings, Inc.(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On September 19, 2025, CDT Equity Inc. (formerly known as Conduit Pharmaceuticals Inc. (the "Issuer")) granted Dr. Andrew Regan ("Dr. Regan") 1,120,000 shares of common stock, par value $0.0001 ("Common Stock"), of the Issuer pursuant to the Issuer's Amended and Restated 2023 Stock Incentive Plan as compensation for his services as a director and an officer of the Issuer.

2. Based on the closing price per share of Common Stock on September 18, 2025.

3. These shares of Common Stock are owned of record by Manoira Corporation ("Manoira").

4. These shares of Common Stock are owned of record by Corvus Capital Ltd. ("Corvus").

5. These shares of Common Stock are owned of record by Algo Holdings, Inc. ("Algo").

6. Corvus is the owner of 99.0% of the equity interests of Manoira and Algo is a wholly owned subsidiary of Corvus, and, therefore, may also be deemed to beneficially own the shares of Common Stock held of record by Manoira and Algo. Dr. Regan is the sole director of Manoira and the Chief Executive Officer and sole shareholder of Corvus. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held of record by Manoira, Algo and Corvus. Each of Corvus and Dr. Regan disclaims any such beneficial ownership except to the extent of its or his pecuniary interest therein.

	/s/ Andrew Regan	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CDT Equity Inc. (CDTTW) report on the Form 4?

The Form 4 reports that CDT Equity Inc. granted 1,120,000 shares of common stock to Dr. Andrew Regan on September 19, 2025 as compensation.

How was the grant price determined for the CDTTW stock award?

The reported price per share, $0.6863, is based on the closing price of the common stock on September 18, 2025.

How many shares does Dr. Andrew Regan beneficially own after the transaction?

The filing shows Dr. Regan directly beneficially owns 1,120,044 shares following the reported transaction and may be deemed to beneficially own additional shares held by related entities.

Which entities hold shares of CDT Equity that are disclosed in the filing?

Shares are held of record by Manoira Corporation, Corvus Capital Ltd., and Algo Holdings, Inc., with relationships among them disclosed in the filing.

Does the Form 4 disclose vesting or exercise terms for the granted shares?

No. The Form 4 states the grant was made under the 2023 Stock Incentive Plan but does not disclose vesting schedules or other conditions.