SCHEDULE: Corvus Capital Increases CDT Equity Stake, Buys Subsidiary

Corvus Capital Ltd. increased its beneficial ownership in CDT Equity Inc. to 12.2% by acquiring a subsidiary and receiving shares and pre-funded warrants as part of a $7 million settlement.

Summary

• CDT Equity Inc. sold its wholly-owned subsidiary, Conduit Pharmaceuticals Limited (CPL), to Corvus Capital Ltd.
• The sale settled an ongoing litigation related to CPL for $7,000,000.
• Consideration for the sale included the issuance of 224,800 shares of CDT Equity Common Stock and pre-funded warrants to purchase up to 3,685,815 additional shares to Corvus Capital Ltd.
• Corvus Capital Ltd. now beneficially owns 246,667 shares of Common Stock, representing approximately 12.2% of the outstanding shares as of December 12, 2025.
• Dr. Andrew Regan, CEO of Corvus Capital Ltd., beneficially owns 386,672 shares, representing approximately 19.1% of the outstanding shares.
• The exercise of pre-funded warrants is contingent on stockholder approval and a beneficial ownership cap of 49.99%.
• CDT Equity Inc. committed to filing a resale registration statement for the issued shares and warrant shares.

Sentiment

Score: 6

Explanation: The filing indicates a resolution of litigation and divestiture of a subsidiary for the Issuer, which could be seen positively. For the reporting person, it represents a significant investment and increased stake. However, potential dilution from warrants and the need for stockholder approval introduce some uncertainty.

Positives

• CDT Equity Inc. resolved ongoing litigation and divested a subsidiary (CPL) that was subject to potential liability.
• The transaction provides Corvus Capital Ltd. with a significant investment stake and potential for increased ownership through warrants.

Negatives

• The issuance of new shares and warrants could lead to significant dilution for existing shareholders if the warrants are fully exercised.
• The exercise of pre-funded warrants is subject to stockholder approval, introducing uncertainty.

Risks

• Potential dilution for existing shareholders if the 3,685,815 Pre-Funded Warrant Shares are exercised.
• Uncertainty regarding the receipt of Stockholder Approval for the exercise of the Pre-Funded Warrants.
• The ongoing litigation associated with CPL, though transferred, highlights past operational challenges for the Issuer.

Future Outlook

The Issuer plans to file a resale registration statement for the newly issued CDT Shares and Pre-Funded Warrant Shares. The exercise of the Pre-Funded Warrants is subject to future stockholder approval and a beneficial ownership cap.

Management Comments

• Dr. Regan's principal occupation is acting as the Chief Executive Officer of Corvus, an investment vehicle.
• Corvus acquired the CDT Shares and Pre-Funded Warrants for investment purposes.
• Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

Industry Context

This filing primarily details a change in beneficial ownership and a specific corporate transaction (subsidiary divestiture and litigation settlement) rather than broader industry trends. It reflects a strategic move by CDT Equity Inc. to resolve a legacy issue and by Corvus Capital Ltd. to increase its stake in the company.

Legal Proceedings

• Conduit Pharmaceuticals Limited (CPL) was the subject of ongoing litigation, which was transferred to Corvus Capital Ltd. as part of the sale.

Related Party Transactions

• The transaction involves Corvus Capital Ltd., an investment vehicle whose CEO, Dr. Andrew Regan, is also a significant beneficial owner of CDT Equity Inc.

Stakeholder Impact

• Shareholders: Potential dilution from the exercise of pre-funded warrants. Resolution of CPL litigation removes a potential liability.
• Corvus Capital Ltd.: Increased beneficial ownership and a strategic investment in CDT Equity Inc.

Next Steps

• CDT Equity Inc. will file a resale registration statement for the CDT Shares and Pre-Funded Warrant Shares.
• Stockholder approval will be required for the exercise of the Pre-Funded Warrants.

Key Dates

Recommendation

The filing details a significant corporate transaction where CDT Equity Inc. divested a litigious subsidiary and issued shares and warrants to Corvus Capital Ltd. While resolving litigation is positive, the potential for substantial dilution from the pre-funded warrants, contingent on stockholder approval, creates uncertainty. For Corvus, it's a strategic investment. For other investors, the immediate impact is mixed, suggesting a 'hold' until the implications of warrant exercise and the company's post-divestiture strategy become clearer.

Keywords

CDT Equity Inc., Corvus Capital Ltd., Andrew Regan, Schedule 13D, beneficial ownership, common stock, pre-funded warrants, subsidiary sale, Conduit Pharmaceuticals Limited, litigation settlement, share issuance, Nasdaq rules, stockholder approval, investment vehicle