What changed in this filing

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Item 1. Legal Proceedings

2026-08-12 compared with 2026-07-15 · 22 added, 25 removed, 11 unchanged (81% of the section changed)

6 unchanged sentences

does not become material in the future.

August 2023, prior to the Business Combination, our now wholly-owned subsidiary, Conduit Pharmaceuticals Limited

(“CPL”), received a letter from Strand Hanson Limited (“Strand”) claiming it was owed advisory fees pursuant

to a previously executed letter.

CDT rejected and disputes the substance of the letter in fu l.

Fo lowing such rejection, on

September 7, 2023, Strand filed a claim in the Business and Property Courts of England and Wales claiming it is entitled to be paid

the sum of $2 million and, as a result of the completion of the Business Combination, to be issued 21 shares of common stock.

2024, the Company offered a $0.4 million settlement to Strand Hanson to avoid expensive litigation, thereby booking an estimated

liability of $0.4 million in the accompanying financial statements.

On December 8, 2025, the Company and Corvus Capital Limited

(“Corvus”) entered into a Sale and Purchase Agreement (the “Agreement”) for the issuance of one of the

outstanding shares of CPL held of record by the Company to Corvus.

The Company sold CPL, including the potential liability

associated with the litigation, to Corvus, a wholly-owned subsidiary of the Company’s Chief Executive Officer for a settlement

amount of $7 million that was satisfied through the issuance of shares and pre-funded warrants.

On or about January 13, 2026,

February 20, 2026 and March 4, 2026, CDT received correspondence from Strand, in which, Strand seeks to recover from CDT a judgment

it obtained against CPL from the High Court of England and Wales on December 16, 2025 (the “Judgment”), in the amount of

approximately $7 million, plus interest and repayment of a fraction of Strand’s costs.

August 2023, prior to the Business Combination, our now wholly-owned subsidiary, Conduit Pharmaceuticals Limited (“CPL”),

received a letter from Strand Hanson Limited (“Strand”) claiming it was owed advisory fees pursuant to a previously executed

CDT rejected and disputes the substance of the letter in full.

Following such rejection, on September 7, 2023, Strand filed a

claim in the Business and Property Courts of England and Wales claiming it is entitled to be paid the sum of $2 million and, as a result

of the completion of the Business Combination, to be issued 21 shares of common stock.

In 2024, the Company offered a $0.4 million settlement

to Strand Hanson to avoid expensive litigation, thereby booking an estimated liability of $0.4 million in the accompanying financial

On December 8, 2025, the Company and Corvus Capital Limited (“Corvus”) entered into a Sale and Purchase Agreement

(the “Agreement”) for the issuance of one of the outstanding shares of CPL held of record by the Company to Corvus.

sold CPL, including the potential liability associated with the litigation, to Corvus, a wholly-owned subsidiary of the Company’s

Chief Executive Officer for a settlement amount of $7 million that was satisfied through the issuance of shares and pre-funded warrants.

On or about January 13, 2026, February 20, 2026 and March 4, 2026, CDT received correspondence from Strand, in which, Strand seeks to

recover from CDT a judgment it obtained against CPL from the High Court of England and Wales on December 16, 2025 (the “Judgment”),

in the amount of approximately $7 million, plus interest and repayment of a fraction of Strand’s costs.

CDT denies any and all

On December 18, 2024, Conduit UK Management Limited (“Conduit UK”)

received a notification from the UK Intellectual Property Office (“UK IPO”) notifying the company that St George Street Capital

had initiated patent entitlement proceedings with respect to patent application PCT/IB2022/00775 (“Patent Application”).

UK refutes the claims made by St George Street Capital and filed a counterstatement on February 26, 2025 with the UK IPO.

each of the three inventors named in the Patent Application filed simultaneous counterstatements fully supporting Conduit UK’s position,

and assertions that the claims are without merit.

December 18, 2024, Conduit UK Management Limited (“Conduit UK”) received a notification from the UK Intellectual Property

Office (“UK IPO”) notifying the company that St George Street Capital had initiated patent entitlement proceedings with respect

to patent application PCT/IB2022/00775 (“Patent Application”).

Conduit UK refutes the claims made by St George Street Capital

and filed a counterstatement on February 26, 2025 with the UK IPO.

In addition, each of the three inventors named in the Patent Application

filed simultaneous counterstatements fully supporting Conduit UK’s position, and assertions that the claims are without merit.

Further updates will be made following notification by the UK IPO.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings