SCHEDULE: CDT Equity Director Regan Boosts Stake to 13.3%

Andrew Regan, a director and officer of CDT Equity Inc., significantly increased his beneficial ownership to 13.3% after receiving 1.12 million shares as compensation.

Summary

• This Amendment No. 3 to Schedule 13D updates beneficial ownership information for CDT Equity Inc. (formerly Conduit Pharmaceuticals Inc.) by Corvus Capital Ltd., Andrew Regan, Algo Holdings, Inc., and Manoira Corporation.
• On September 19, 2025, Andrew Regan was granted 1,120,000 shares of Common Stock as compensation for his services as a director and officer, under the Issuer's Amended and Restated 2023 Stock Incentive Plan.
• The granted shares were valued at $0.6863 per share, based on the closing price of Common Stock on Nasdaq on September 18, 2025.
• Following this grant, Dr. Regan's aggregate beneficial ownership increased to 1,294,993 shares, representing approximately 13.3% of the 9,744,300 shares of Common Stock outstanding as of September 19, 2025.
• Corvus Capital Ltd. now beneficially owns 174,949 shares (1.8%), Algo Holdings, Inc. owns 118 shares (0.00%), and Manoira Corporation owns 154,799 shares (1.6%).
• As of September 19, 2025, Corvus Capital Ltd., Algo Holdings, Inc., and Manoira Corporation each ceased to be beneficial owners of five percent or more of the outstanding shares of Common Stock.

Sentiment

Score: 6

Explanation: The increase in a key director's ownership stake through an equity grant is generally positive for alignment, but the cessation of 5% beneficial ownership by related entities (Corvus, Algo, Manoira) could be interpreted neutrally to slightly negative, depending on the underlying reasons for the change in reporting threshold.

Positives

• The significant equity grant of 1,120,000 shares to Andrew Regan, a key director and officer, enhances alignment between management's interests and shareholder value.
• Compensating management with equity, valued at $0.6863 per share, can help conserve the company's cash resources.

Negatives

• Corvus Capital Ltd., Algo Holdings, Inc., and Manoira Corporation each ceased to be 5% beneficial owners, which could be interpreted as a reduction in their aggregate reporting threshold, though Dr. Regan's overall stake remains substantial.

Future Outlook

No specific forward-looking statements or guidance are provided in this filing beyond the details of the stock incentive plan.

Industry Context

This filing primarily concerns an internal ownership structure change and executive compensation, providing no specific broader industry context or trends.

Corporate Governance

Related Party Transactions

• Andrew Regan, a director and officer of CDT Equity Inc., received 1,120,000 shares of Common Stock as compensation for his services.
• Corvus Capital Ltd., Algo Holdings, Inc. (wholly-owned subsidiary of Corvus), and Manoira Corporation (99% equity owned by Corvus, Dr. Regan is sole director) are all related parties to Andrew Regan and the Issuer, and their beneficial ownership is detailed.

Stakeholder Impact

• Shareholders: Increased alignment of a significant insider (Andrew Regan) with shareholder interests. The cessation of 5% beneficial ownership by Corvus, Algo, and Manoira might lead to less frequent public disclosures from these entities, but Dr. Regan's overall stake remains substantial.
• Management/Employees: Dr. Regan's compensation through equity incentivizes long-term performance and commitment to the company's success.

Key Dates

Recommendation

The filing indicates a significant increase in beneficial ownership by a key director and officer, Andrew Regan, through an equity compensation grant. This generally signals strong insider alignment with the company's long-term performance. However, the simultaneous cessation of 5% beneficial ownership by related entities (Corvus, Algo, Manoira) suggests a shift in the reporting structure rather than a net increase in overall institutional confidence from these specific entities. Without additional financial or operational updates, the information primarily reinforces insider commitment, warranting a 'hold' as it doesn't present new fundamental catalysts for a 'buy' or 'sell' decision.

Keywords

CDT Equity Inc., Conduit Pharmaceuticals Inc., Andrew Regan, Schedule 13D/A, Beneficial Ownership, Stock Incentive Plan, Director Compensation, Equity Grant, SEC Filing, Corvus Capital Ltd., Algo Holdings, Manoira Corporation