SCHEDULE: Conduit Pharmaceuticals Updates Ownership, Details Reverse Splits and New Development Agreement

Conduit Pharmaceuticals Inc. has filed an amended Schedule 13D, revealing significant changes in beneficial ownership, detailing two recent reverse stock splits, and announcing a new Joint Development Agreement with related party Manoira Corporation.

Summary

• Corvus Capital Ltd. and Andrew Regan each beneficially own approximately 6.0% of Conduit Pharmaceuticals Inc.'s common stock, totaling 174,949 shares and 174,993 shares respectively, as of July 21, 2025.
• Manoira Corporation, a related entity, beneficially owns 154,799 shares, representing approximately 5.3% of the outstanding common stock.
• The Issuer effected a 1-for-100 reverse stock split on January 24, 2025, followed by a 1-for-15 reverse stock split on May 15, 2025, resulting in a combined effective reverse split of 1-for-1500.
• Manoira Corporation acquired 154,799 shares on June 3, 2025, as an upfront consideration of $500,000 under a Joint Development Agreement with the Issuer, where Manoira agreed to fund all development activities.
• Algo Holdings, Inc. (a wholly-owned subsidiary of Corvus) pledged 14,378,695 shares to RBC Capital Markets, LLC on March 26, 2024, as collateral for a loan, with proceeds used to pay a third-party investor.
• Corvus Capital Ltd. pledged 30,048,454 shares to RBC on June 24, 2024, to guarantee Algo's loan obligations.
• RBC sold a total of 15,301,068 shares from Algo's account between July 3, 2024, and July 17, 2024, pursuant to the loan agreement terms.

Sentiment

Score: 3

Explanation: The sentiment is largely negative due to the extreme reverse stock splits and the forced sale of pledged shares, which overshadow the positive aspect of the new Joint Development Agreement and its associated funding. These events suggest significant past stock performance issues and potential financial pressures on key shareholders.

Positives

• The Joint Development Agreement with Manoira Corporation provides $500,000 in upfront consideration to the Issuer.
• Manoira Corporation has agreed to fund all future development activities under the Joint Development Agreement, potentially reducing the Issuer's financial burden for R&D.

Negatives

• The Issuer implemented two significant reverse stock splits (1-for-100 and 1-for-15), resulting in a combined effective split of 1-for-1500, which often indicates a severely depressed stock price and can negatively impact liquidity and investor confidence.
• Shares held by Algo Holdings, Inc. and Corvus Capital Ltd. were pledged as collateral for a loan, and a substantial portion (15,301,068 shares) was subsequently sold by RBC Capital Markets, LLC, suggesting financial strain or liquidity needs for the reporting persons.

Risks

• The pledging of a significant number of shares as collateral for loans introduces a risk of further forced sales if loan obligations are not met, potentially increasing market supply and depressing share price.
• The substantial reverse stock splits may lead to reduced trading liquidity and could be perceived negatively by investors, potentially impacting the company's ability to attract new capital.
• The high concentration of ownership among related parties (Corvus, Algo, Manoira, and Andrew Regan) could lead to corporate governance concerns regarding independent decision-making and potential conflicts of interest.

Future Outlook

The Reporting Persons intend to periodically review their investment in the Issuer and its business affairs, financial position, and performance. They may engage in discussions with the Issuer's management, directors, and other stockholders regarding various aspects of the company, including its strategic plans and future. They reserve the right to formulate future plans or proposals concerning the Issuer.

Management Comments

• Dr. Andrew Regan, as Chief Executive Officer of the Issuer and a director on its board, may have influence over the corporate activities of the Issuer.

Industry Context

This filing primarily details changes in significant ownership and related party transactions, rather than providing broad industry context. The Joint Development Agreement suggests ongoing R&D activities, common in the pharmaceutical sector, but no specific industry trends or competitive landscape analysis is provided.

Related Party Transactions

• The Joint Development Agreement dated June 3, 2025, is between the Issuer and Manoira Corporation, where Dr. Andrew Regan is the sole director of Manoira and Corvus Capital Ltd. (controlled by Dr. Regan) owns 99.0% of Manoira's equity interests.
• Corvus Capital Ltd. transferred 1,100,000 shares of common stock to Algo Holdings, Inc. for no consideration on June 14, 2024; Algo is a wholly-owned subsidiary of Corvus, both controlled by Dr. Andrew Regan.

Stakeholder Impact

• Shareholders have been significantly impacted by the two reverse stock splits (1-for-100 and 1-for-15), which drastically reduced the number of outstanding shares and may affect share price and liquidity.
• The pledging and subsequent sale of shares by key beneficial owners (Corvus and Algo) could raise concerns among shareholders about the financial stability of these entities and potential future share overhang.

Next Steps

• Reporting Persons intend to review their investment in the Issuer and its business affairs, financial position, and performance.
• Reporting Persons may engage in discussions with the Issuer, its directors and officers, other stockholders, and other persons on matters related to the Issuer's management, operations, business, assets, capitalization, financial condition, strategic plans, governance, and future.

Key Dates

Recommendation

While the company has secured a Joint Development Agreement with $500,000 in upfront consideration and future development funding, the preceding events, particularly the severe 1-for-1500 effective reverse stock split and the forced sale of pledged shares by major beneficial owners, indicate significant underlying challenges and a history of poor stock performance. For existing investors, holding might be a strategy to observe the impact of the new development agreement. However, for new investors, the high risk associated with the company's past stock trajectory and the financial pressures on its key shareholders suggest caution. A 'hold' recommendation is cautious, awaiting clearer signs of operational stability and sustained value creation from the new agreement.

Keywords

Conduit Pharmaceuticals, Schedule 13D, Shareholding, Reverse Stock Split, Joint Development Agreement, Andrew Regan, Corvus Capital, Manoira Corporation, Algo Holdings, SEC Filing, Beneficial Ownership