[SCHEDULE 13D/A] CDT Equity Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• 1,120,000-share grant to Dr. Regan documented and valued at $0.6863 per share
• Clear consolidation of beneficial ownership showing Dr. Regan's aggregate stake of 1,294,993 shares (13.3%)
• Share count confirmation of 9,744,300 shares outstanding used to calculate percentages
• Stock Incentive Plan incorporated by reference as an exhibit for transparency

Negative

• None.

Insights

Financial Analyst

TL;DR Issuance of 1.12M shares to the CEO increases his stated stake to 13.3%, altering ownership concentration.

The amendment discloses a compensatory grant of 1,120,000 shares to Dr. Regan at a recorded value of $0.6863 per share and confirms a total share count of 9,744,300. This results in Dr. Regan's aggregate beneficial ownership of 1,294,993 shares (approximately 13.3%). The filing clarifies beneficial ownership through Corvus, Algo and Manoira and references the issuer's Stock Incentive Plan. For investors this is a material ownership disclosure but contains no operational or financial performance data.

Corporate Governance Expert

TL;DR A director/officer received a sizable equity grant, increasing insider stake and requiring disclosure under Schedule 13D.

The amendment documents a director-level equity award under the issuer’s 2023 Stock Incentive Plan and restates the beneficial ownership positions of related entities. It identifies voting and dispositive power allocations among Dr. Regan, Corvus, Algo and Manoira and notes that the referenced plan is filed as an exhibit. The disclosure is thorough for governance transparency but does not describe any new voting agreements or changes to control arrangements beyond ownership percentages.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

CDT Equity Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

20678X304

(CUSIP Number)

Andrew Regan
Corvus Capital Ltd., 4851 Tamiami Trail North, Suite 200
Naples, FL, 34103
44 7766 766766

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

09/19/2025

(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).

SCHEDULE 13D

CUSIP No. 20678X304

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)

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 174,949.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 174,949.00

11

Aggregate amount beneficially owned by each reporting person

174,949.00

12

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

13

Percent of class represented by amount in Row (11)

1.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 20678X304

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 1,120,044.00
8	Shared Voting Power 174,949.00
9	Sole Dispositive Power 1,120,044.00
10	Shared Dispositive Power 174,949.00

11

Aggregate amount beneficially owned by each reporting person

1,294,993.00

12

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

13

Percent of class represented by amount in Row (11)

13.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 20678X304

1

Name of reporting person

Algo Holdings, Inc.

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

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 118.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 118.00

11

Aggregate amount beneficially owned by each reporting person

118.00

12

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

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 20678X304

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)

WC

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 154,799.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 154,799.00

11

Aggregate amount beneficially owned by each reporting person

154,799.00

12

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

13

Percent of class represented by amount in Row (11)

1.6 %

14

Type of Reporting Person (See Instructions)

CO

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. 3 to Schedule 13D (this "Amendment No. 3") relating to the shares of common stock, par value $0.001 per share ("Common Stock"), of Conduit Pharmaceuticals 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 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 the Reporting Persons with the Commission on September 19, 2024 ("Amendment No. 1"), and Amendment No. 2 to the Original Schedule 13D, filed by the Reporting Persons with the Commission on July 31, 2025 ("Amendment No. 2" 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.
Item 2.	Identity and Background
(a)	"Item 2. Identity and Background." of the Schedule 13D is not being amended by this Amendment No. 3.
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. 3 to add the following: On September 19, 2025, the Issuer granted to Dr. Regan 1,120,000 shares of Common Stock pursuant to the Issuer's Amended and Restated 2023 Stock Incentive Plan as compensation for his services as a director and as an officer of the Issuer, valued at $0.6863 per share, the closing price of Common Stock on The Nasdaq Stock Market LLC ("Nasdaq") on September 18, 2025.
Item 4.	Purpose of Transaction
	"Item 4. Purpose of Transaction." of the Schedule 13D is being amended by this Amendment No. 3 to add the following: On September 19, 2025, the Issuer granted to Dr. Regan 1,120,000 shares of Common Stock pursuant to the Issuer's Amended and Restated 2023 Stock Incentive Plan as compensation for his services as a director and as an officer of the Issuer, valued at $0.6863 per share, the closing price of Common Stock on Nasdaq on September 18, 2025.
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. 3 as follows: (a)-(b) The percentage ownership of shares of Common Stock set forth in this Amendment No. 3 is based upon 9,744,300 shares of Common Stock outstanding as of September 19, 2025, as independently confirmed by the Issuer. Corvus beneficially owns 174,949 shares of Common Stock, including 20,032 shares of Common Stock owned directly by Corvus, 118 shares of Common Stock owned directly by Algo, its wholly-owned subsidiary, and 154,799 shares of Common Stock owned directly by Manoira, of which Corvus is owner of 99% of its equity interests, which represents approximately 1.8% of the issued and outstanding shares of Common Stock as of September 19, 2025. Dr. Regan beneficially owns 1,294,993 shares of Common Stock, including 1,120,044 shares of Common Stock held directly by Dr. Regan, 20,032 shares of Common Stock owned directly by Corvus, 118 shares of Common Stock owned directly by Algo and 154,799 shares of Common Stock owned directly by Manoira, which represents approximately 13.3% of the issued and outstanding shares of Common Stock as of September 19, 2025. Dr. Regan is the Chief Executive Officer and sole shareholder of Corvus. Algo is a wholly-owned subsidiary 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, Algo and Manoira. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. Algo beneficially owns 118 shares of Common Stock, which represents approximately 0.00% of the issued and outstanding shares of Common Stock as of September 19, 2025. Manoira beneficially owns 154,799 shares of Common Stock, which represents approximately 1.6% of the issued and outstanding shares of Common Stock as of September 19, 2025.
(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: 174,949 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 174,949 Dr. Regan Sole power to vote or to direct the vote: 1,120,044 Shared power to vote or to direct the vote: 174,949 Sole power to dispose or to direct the disposition of: 1,120,044 Shared power to dispose or to direct the disposition of: 174,949 Algo Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 118 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 118 Manoira Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 154,799 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 154,799 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 4 of this Amendment No. 3, 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. 3.
(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. 3.
(e)	As of September 19, 2025, each of Corvus, Algo and Manoira ceased to be a beneficial owner of five percent or more of the outstanding shares of Common Stock.
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 being amended by this Amendment No. 3 to add the following: The disclosure in Item 4 hereof with respect to the Issuer's Amended and Restated 2023 Stock Incentive Plan is incorporated herein by reference.
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. 3 to add the following exhibit: 13. Amended and Restated 2023 Stock Incentive Plan of Conduit Pharmaceuticals Inc. (incorporated by reference to the Exhibit 10.1 to Issuer's Current Report on Form 8-K as filed with the SEC on August 8, 2025)

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:	09/22/2025

Andrew Regan

Signature:	/s/ Andrew Regan
Name/Title:	Andrew Regan
Date:	09/22/2025

Algo Holdings, Inc.

Signature:	/s/ Alexander Lambert
Name/Title:	Alexander Lambert/Director
Date:	09/22/2025

Manoira Corporation

Signature:	/s/ Andrew Regan
Name/Title:	Andrew Regan/Director
Date:	09/22/2025

FAQ

How many shares were granted to Dr. Andrew Regan?

1,120,000 shares were granted to Dr. Regan as compensation under the issuer's 2023 Stock Incentive Plan.

What value per share was used to record the grant?

$0.6863 per share, the closing price of the common stock on Nasdaq on September 18, 2025.

What is Dr. Regan's total beneficial ownership and percentage of the class?

Dr. Regan beneficially owns 1,294,993 shares, representing approximately 13.3% of the outstanding shares as of September 19, 2025.

How many shares outstanding were used to calculate ownership percentages?

Ownership percentages are based on 9,744,300 shares outstanding as of September 19, 2025, as confirmed by the issuer.

Which related entities hold shares and what are their stakes?

Corvus beneficially owns 174,949 shares (1.8%), Manoira owns 154,799 shares (1.6%), and Algo owns 118 shares (0.00%).