Form 4: CDT Equity Issues Shares, Warrants to Corvus Capital for Acquisition

CDT Equity Inc. issued common stock and pre-funded warrants to Corvus Capital Ltd. as consideration for the acquisition of Conduit Pharmaceuticals Limited.

Summary

• CDT Equity Inc. acquired Conduit Pharmaceuticals Limited and its associated liabilities.
• As consideration for the acquisition, CDT Equity Inc. issued 224,800 shares of common stock and pre-funded warrants to purchase up to 3,685,815 shares of common stock to Corvus Capital Ltd.
• The common stock was valued at $1.79 per share, based on the closing price on December 7, 2025.
• The pre-funded warrants have an exercise price of $0.0001 per share and are exercisable until fully exercised.
• Andrew Regan, who serves as CEO, Director, and a 10% owner of CDT Equity Inc., is also the Chief Executive Officer and sole shareholder of Corvus Capital Ltd., establishing indirect beneficial ownership.

Sentiment

Score: 6

Explanation: Slightly positive due to a completed acquisition and increased insider ownership, suggesting strategic growth and alignment, despite the potential dilution from new share issuance.

Positives

• Completion of the acquisition of Conduit Pharmaceuticals Limited, potentially expanding CDT Equity Inc.'s business scope and strategic positioning.
• Significant increase in beneficial ownership by a key insider (Andrew Regan via Corvus Capital Ltd.), which typically aligns management and shareholder interests.
• The transaction represents a strategic acquisition, indicating potential growth initiatives for the company.

Negatives

• No explicit negatives are detailed in this Form 4 filing, which primarily reports a transaction.

Risks

• No specific risks are detailed in this Form 4 filing, which primarily reports a change in beneficial ownership.

Future Outlook

The pre-funded warrants are exercisable until exercised in full, indicating potential future dilution upon their conversion into common stock.

Management Comments

• Dr. Regan is the sole director of Manoira and the Chief Executive Officer and sole shareholder of Corvus.
• Each of Corvus and Dr. Regan disclaims any such beneficial ownership, including with respect to the Pre-Funded Warrant Shares, except to the extent of its or his pecuniary interest therein.

Industry Context

This transaction signifies CDT Equity Inc.'s strategic move into or expansion within the pharmaceutical sector through the acquisition of Conduit Pharmaceuticals Limited. The issuance of equity and warrants to a major shareholder and insider suggests a financing structure common in M&A activities, potentially aiming to align long-term interests and facilitate the acquisition.

Related Party Transactions

• CDT Equity Inc. issued common stock and pre-funded warrants to Corvus Capital Ltd.
• Andrew Regan is the Chief Executive Officer, Director, and 10% owner of CDT Equity Inc., and also the Chief Executive Officer and sole shareholder of Corvus Capital Ltd. This dual role makes the transaction a related party dealing.

Stakeholder Impact

• Shareholders of CDT Equity Inc. will experience dilution due to the issuance of new common stock and the potential future exercise of pre-funded warrants.
• Corvus Capital Ltd. and Andrew Regan significantly increase their beneficial ownership in CDT Equity Inc., strengthening their influence and aligning their interests with the company's performance.

Next Steps

• Potential future exercise of the pre-funded warrants by Corvus Capital Ltd.

Key Dates

Keywords

CDT Equity Inc., Corvus Capital Ltd., Andrew Regan, Conduit Pharmaceuticals, acquisition, common stock, pre-funded warrants, beneficial ownership, SEC Form 4, insider transaction