What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 928 added, 1021 removed, 507 unchanged (79% of the section changed)

Financial Statements.

CDT EQUITY INC.

CONSOLIDATED BALANCE SHEETS

thousands, except share and per share amounts)

and cash equivalents

R&D services- related party (see Note 6 and Note 11)

R&D services (see Note 6)

expenses and other current assets

September 30,

Current assets

lease right-of-use assets, net

and clinical assets, net

expenses and other long-term assets

AND STOCKHOLDERS’ EQUITY (DEFICIT)

expenses and other current liabilities

lease liability, current portion

promissory note payable

promissory notes payable at fair value

promissory notes payable at fair value – related parties

promissory notes payable at fair value

payable – related parties

Cash and cash equivalents

Digital assets

Prepaid R&D services- related party (see Note 7 and Note 12)

Prepaid expenses and other current assets

Total current assets

Operating lease right-of-use assets, net

Equipment and clinical assets, net

Prepaid expenses and other long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities

lease liability, non-current portion

warrant liability

and contingencies (see Note 14)

Stockholders’

equity (deficit)

stock, par value $ 0.0001 ;

250,000,000 shares authorized at June 30, 2025 and December 31, 2024, respectively, 2,405,129 shares and

92,320 shares issued at June 30, 2025 and December 31, 2024, respectively, and 2,393,416 and 92,320 shares outstanding at June 30,

2025 and December 31, 2024, respectively

stock, par value $ 0.0001 ;

1,000,000 shares authorized at June 30, 2025 and December 31, 2024, respectively;

nil shares issued and

outstanding at June 30, 2025 and December 31, 2024

paid-in capital

11,713 shares and nil shares issued at June 30, 2025 and December 31, 2024, respectively, at cost

other comprehensive income

Accounts payable

Accrued expenses and other current liabilities

Operating lease liability, current portion

Convertible promissory note payable

Convertible promissory notes payable at fair value

Convertible promissory notes payable at fair value – related parties

Convertible promissory notes payable at fair value

Notes payable

Notes payable – related parties

Notes payable

Total current liabilities

Operating lease liability, non-current portion

Derivative warrant liability

Total liabilities

Commitments and contingencies (see Note 14)

Stockholders’ equity (deficit)

liabilities and stockholders’ equity (deficit)

Common stock, par value $ 0.0001 ;

250,000,000 shares authorized at September 30, 2025 and December 31, 2024, respectively, 1,276,574 shares and 11,540 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Preferred stock, par value $ 0.0001 ;

1,000,000 shares authorized at September 30, 2025 and December 31, 2024, respectively;

nil shares issued and outstanding at September 30, 2025 and December 31, 2024

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

accompanying notes are an integral part of these condensed consolidated financial statements.

CDT EQUITY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

thousands, except share and per share amounts)

Months ended June 30,

and development expenses

and administrative expenses

Three Months ended September 30,

Nine Months ended September 30,

Operating expenses:

income (expense):

Research and development expenses

General and administrative expenses

Total operating expenses

Operating loss

Other income (expense):

Other expense, net

and diluted net loss per share

and diluted weighted-average common shares outstanding

Comprehensive

currency translation adjustment

Interest income

Interest expense

Total other expense, net

Basic and diluted net loss per share

$ ( 2,359.18 )

Basic and diluted weighted-average common shares outstanding

Comprehensive loss:

Foreign currency translation adjustment

Total comprehensive loss

accompanying notes are an integral part of these condensed consolidated financial statements.

CDT EQUITY INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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stockholders’ equity

at April 1, 2025

of Common Stock for services

of Common Stock under the ATM Program

of Common Stock upon exercise of conversion option

Share Repurchases

currency translation adjustment

Balance at June

other comprehensive

Balance at July 1, 2025

Issuance of Common Stock under the ATM Program

Issuance of Common Stock upon exercise of conversion option

Issuance of Common Stock upon vesting of restricted stock units

Stock-based compensation

Share c ancellation

Foreign currency translation adjustment

Balance at September 30, 2025

Additional paid-in

Accumulated other comprehensive

Total stockholders’

at January 1, 2025

of Common Stock for services

of Common Stock under the ATM Program

of Common Stock upon exercise of conversion option

Balance at January 1, 2025

Issuance of Common Stock for services

Issuance of Common Stock under the ATM Program

Issuance of Common Stock upon exercise of conversion option

Issuance of Common Stock upon vesting of restricted stock units

Stock-based compensation

Share repurchases

currency translation adjustment

Balance at June

comprehensive

Share cancellation

Foreign currency translation adjustment

Balance at September 30, 2025

Accumulated other comprehensive

stockholders’ equity

at April 1, 2024

of Common Stock for services

of Common Stock upon vesting of restricted stock units

Issuance of Warrants

currency translation adjustment

Balance at June

Balance at July 1, 2024

Issuance of Common Stock for note payable

Issuance of Common Stock for licensing right

Stock-based compensation

Foreign currency translation adjustment

Balance at September 30, 2024

comprehensive

stockholders’

at January 1, 2024

of Common Stock for services

of Common Stock upon vesting of restricted stock units

stockholders’ equity

Balance at January 1, 2024

Issuance of Common Stock for services

Issuance of Common Stock upon vesting of restricted stock units

Issuance of Common Stock for note payable

Issuance of Common Stock for licensing right

Issuance of Warrants

currency translation adjustment

Balance at June

Stock-based compensation

Foreign currency translation adjustment

Balance at September 30, 2024

accompanying notes are an integral part of these condensed consolidated financial statements.

CDT EQUITY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Months ended June 30,

flows used in operating activities:

to reconcile net loss to net cash used in operating activities:

on debt extinguishment, net

foreign exchange loss

on change in fair value of convertible notes payable

on change in fair value of derivative warrant liability

on waiver of accrued interest

lease expense

of warrants for lock-up

compensation expense

interest expense

lease obligations

of financed directors and officers insurance

of common stock for services

in operating assets and liabilities:

expenses and other current assets

expenses and other liabilities

Nine Months ended September 30,

Cash flows used in operating activities:

flows used in investing activities:

of equipment and clinical assets

of short-term investments

from the sale of short-term investments

Adjustments to reconcile net loss to net cash used in operating activities:

Gain on debt extinguishment, net

Unrealized foreign exchange loss

Loss on change in fair value of convertible notes payable

Gain on change in fair value of derivative warrant liability

Loss on change in fair value of crypto holdings

Gain on waiver of accrued interest

Non-cash lease expense

Issuance of warrants for lock-up

Interest expense on convertible promissory note

Stock-based compensation expense

Non-cash interest expense

Operating lease obligations

Depreciation expense

Amortization of financed directors and officers insurance

Issuance of common stock for services

Amortization expense

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable

Accrued expenses and other liabilities

Lease liability

Net cash flows used in operating activities

Cash flows used in investing activities:

flows provided by financing activities:

from issuance of warrants from lock-up

from issuance of common shares related to the ATM program

of notes payable – related parties

of notes payable

of convertible notes payable – related parties

of convertible notes payable

of treasury stock

Purchases of equipment and clinical assets

Purchase of digital assets

Purchases of short-term investments

Proceeds from the sale of short-term investments

Net cash flows used in investing activities

Cash flows provided by financing activities:

change in cash and cash equivalents before effect of exchange rate changes

of exchange rate changes on cash and cash equivalents

change in cash

and cash equivalents at beginning of period

and cash equivalents at end of period

cash flow information:

paid for interest

investing and financing activities

assets obtained in exchange for operating lease liabilities

of common stock upon exercise of conversion option

from the issuance of notes payable

Proceeds from issuance of warrants from lock-up

Bank overdraft

Proceeds from issuance of common shares related to the ATM program

Repayment of notes payable – related parties

Repayment of notes payable

Repayment of convertible notes payable – related parties

Repayment of convertible notes payable

Purchases of treasury stock

Net cash flows provided by financing activities

Net change in cash and cash equivalents before effect of exchange rate changes

Effect of exchange rate changes on cash and cash equivalents

Net change in cash

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental cash flow information:

Cash paid for interest

Non-cash investing and financing activities

Right-of-use assets obtained in exchange for operating lease liabilities

Issuance of common stock upon exercise of conversion option

Issuance of common stock for services

of PP&E in accounts payable

from issuance of warrants for lock-up

Cancellation of shares

Receivables from issuance of warrants for lock-up

Receivable from issuance of note payable

accompanying notes are an integral part of these condensed consolidated financial statements.

CDT EQUITY INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nature of the Business, Basis of Presentation and Summary of Significant Accounting Policies

Equity Inc., formerly Conduit Pharmaceuticals Inc., a Delaware corporation (“CDT” or the “Company”), is a

data-driven pharma ceutical development company focused on

identifying, enhancing, and advancing high-potential therapeutic assets through scientific innovation and strategic partnerships.

The company has evolved into a broader, more agile platform that leverages artificial intelligence, solid-form chemistry, and

efficient asset repositioning to accelerate the development of novel treatments.

strategy is centered on unlocking the untapped value of clinical-stage compounds, particularly those deprioritized by larger pharmaceutical

companies with strong, supporting Phase I safety data.

Through advanced co-crystallization and solid-form technologies developed at our

Cambridge facilities, we improve drug properties and extend patent life by up to 20 years.

In partnership with Sarborg, we also apply

AI-powered disease mapping to rapidly identify new therapeutic applications for existing compounds.

pipeline includes candidates that target autoimmune disorders, as well as idiopathic male infertility, oncology, dermatology, and animal

Ongoing in vitro and in vivo studies, guided by AI insights, are designed to support licensing and commercialization partnerships,

We will seek an exit through third-party license deals following successful in vitro and in vivo pre-clinical trials, entering into agreements

with third-parties to pursue further development, FDA approval, commercialization and marketing of our assets.

with a lean, asset-agnostic model, CDT Equity Inc.

prioritizes speed, adaptability, and capital efficiency.

Equity Inc., formerly Conduit Pharmaceuticals Inc., a Delaware corporation (“CDT”, “CDT Equity” or the “Company”), is a data-driven

pharmaceutical development and digital asset treasury management company focused on identifying, enhancing, and advancing high-potential

therapeutic assets through scientific innovation and strategic partnerships.

The Company has evolved into a broader, more agile platform

that leverages artificial intelligence, solid-form chemistry, and efficient asset repositioning to accelerate the development of novel

Company’s strategy is centered on unlocking the untapped value of clinical-stage compounds, particularly those deprioritized

by larger pharmaceutical companies with strong, supporting Phase I safety data.

Through advanced co-crystallization and solid-form

technologies developed at our Cambridge facilities, the Company improves drug properties and extends patent life by up to 20 years.

In partnership with Sarborg Limited, the Company also applies AI-powered disease mapping to rapidly identify new therapeutic applications

for existing compounds.

Company’s pipeline includes candidates that target autoimmune disorders, as well as idiopathic male infertility, oncology,

dermatology, and animal health.

Ongoing in vitro and in vivo studies, guided by AI insights, are designed to support licensing and

commercialization partnerships.

The Company will seek an exit through third-party license deals following successful in vitro and in

vivo pre-clinical trials, by entering into agreements with third-parties to pursue further development, FDA approval,

commercialization and marketing of the Company’s assets.

with a lean, asset-agnostic model, CDT Equity prioritizes speed, adaptability, and capital efficiency.

We avoid the cost burden

of late-stage clinical trials, focusing instead on high-leverage development strategies.

September 22, 2023 (the “Closing Date”), a merger transaction between Conduit Pharmaceuticals Limited (“Old Conduit”),

Murphy Canyon Acquisition Corp (“MURF”) and Conduit Merger Sub, Inc., a Cayman Islands exempted company and a wholly owned

subsidiary of MURF (“Merger Sub”), was completed (the “Merger”) pursuant to the initial merger agreement dated

November 8, 2022 and subsequent amendments to the merger agreement dated January 27, 2023 and May 11, 2023 (the “Merger Agreement”).

Pursuant to the terms of the Merger Agreement, on the Closing Date, (i) Merger Sub merged with and into Old Conduit, with Old Conduit

surviving the merger as a wholly-owned subsidiary of MURF, and (ii) MURF changed its name from Murphy Canyon Acquisition Corp.

Pharmaceuticals Inc.

On September 25, 2023, the Company’s Common Stock commenced trading on The Nasdaq Capital Market under the

symbol “CDT” and the Company’s warrants commenced trading on The Nasdaq Capital Market under the symbol “CDTTW”.

Effective August 5, 2025, the Company changed its name from Conduit Pharmaceuticals Inc.

On May 23, 2025, the Company’s Common Stock commenced trading, as

further described herein, on The Nasdaq Capital Market under the symbol “CDT”.

Effective August 5, 2025, the Company changed

its name from Conduit Pharmaceuticals Inc.

to CDT Equity Inc.

Our change to CDT Equity

reflects the evolution of our strategy as a data-driven biotech development company focused on identifying, enhancing, and advancing

high-potential therapeutic assets through scientific innovation and strategic partnerships.

Our name change to CDT Equity Inc.

reflects the evolution of our strategy

as a data-driven biotech development company focused on identifying, enhancing, and advancing high-potential therapeutic assets through

scientific innovation and strategic partnerships.

of Presentation

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for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by U.S.

they do not include all of the information and footnotes required by U.S.

GAAP for complete financial statements.

unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the

opinion of management, necessary to a fair statement of the results for the interim periods presented.

Unaudited interim results are

not necessarily indicative of the results for the full fiscal year.

These condensed consolidated financial statements should be read

along with our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025.

The consolidated balance sheet as of December 31, 2024 was derived from the audited

consolidated financial statements as of and for the year then ended.

The unaudited interim

financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management,

necessary to a fair statement of the results for the interim periods presented.

Unaudited interim results are not necessarily indicative

of the results for the full fiscal year.

These condensed consolidated financial statements should be read along with our Annual Report

on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025.

The consolidated balance sheet as of December

31, 2024 was derived from the audited consolidated financial statements as of and for the year then ended.

of Consolidation

accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned

subsidiaries Conduit UK Management Ltd.

accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries

Conduit UK Management Ltd.

(United Kingdom) and Conduit Pharmaceuticals, Ltd.

(Cayman Islands).

As used herein,

references to the “Company” or “CDT” include references to CDT Equity Inc.

As used herein, references to the “Company”

or “CDT” include references to CDT Equity Inc.

and its subsidiaries.

intercompany balances and transactions have been eliminated in consolidation.

All intercompany balances and transactions have been

eliminated in consolidation.

and Going Concern

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the financial statements are issued.

Since its inception, the Company has generated significant losses and as of June 30, 2025, the Company

had an accumulated deficit of $ 39.9

As of June 30, 2025 and December 31, 2024, the Company

had cash and cash equivalents of $ 3.3 million

and $ 0.6 million,

respectively.

For the six months ended June 30, 2025 and 2024, the Company had net losses of $ 10.8

million and $ 8.9

million, respectively, and cash used in operating activities

million and $ 3.9

million, respectively.

Since its inception, the Company has generated significant losses and as of September 30, 2025,

the Company had an accumulated deficit of $ 47.0 million.

As of September 30, 2025 and December 31, 2024, the Company had cash and cash

equivalents of $ 3.8 million and $ 0.6 million, respectively.

For the nine months ended September 30, 2025 and 2024, the Company had net

losses of $ 17.9 million and $ 15.4 million, respectively, and cash used in operating activities of $ 10.9 million and $ 5.9 million, respectively.

has determined that it does not have sufficient cash and other sources of liquidity to fund its current business plan.

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Company’s expectation is to generate operating losses and negative operating cash flows in the future and will need additional

funding to support its current business plan in addition to the remaining at the market offering program (the “Sales Agreement”)

of approximately $ 8.2 million (see Note 9), as of the financial statement issuance date.

Management’s plans to alleviate the conditions

that raise substantial doubt through the pursuit of additional cash resources through public or private equity or debt financings.

there is no assurance that such funding will be available when needed or on acceptable terms.

If additional funding is not available

when required, the Company would need to delay or curtail its operations and its research and development activities until such funding

is received, all of which could have a material adverse effect on the Company and its financial condition.

funding to support its current business plan in addition to the remaining at the market offering program of approximately $ 1.8

million (see Note 10), which has been utilized as of the financial statement issuance date (see Note 16).

Management’s plans

to alleviate the conditions that raise substantial doubt through the pursuit of additional cash resources through public or private

equity or debt financings.

The Company has also considered exploring strategic alternative paths to fund raising through a shift in

the Company’s fundamental operations as a pharmaceutical development company to a digital asset treasury management company.

However, there is no assurance that such funding will be available when needed or on acceptable terms.

If additional funding is not

available when required, the Company would need to delay or curtail its operations and its research and development activities until

such funding is received, all of which could have a material adverse effect on the Company and its financial condition.

financial statements have been prepared assuming the Company will continue as a going concern and do not include adjustments to reflect

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from the outcome of this uncertainty.

January 24, 2025, the Company amended its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the

State of Delaware in order to effect a 1-for-100 reverse stock split of its outstanding shares of Common Stock (the “January Reverse

Stock Split”).

As a result of the reverse stock split, every 100 shares of the Company’s Common Stock issued or outstanding

were automatically reclassified into one new share of Common Stock, subject to the treatment of fractional shares as described below,

without any action on the part of the holders.

The January Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock.

No fractional shares were issued in connection with the January Reverse Stock Split.

who would otherwise have been entitled to receive fractional shares as a result of the January Reverse Stock Split were entitled to a

cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the

closing price per share of the Common Stock (as adjusted to give effect to the January Reverse Stock Split) on The Nasdaq Global Market

on January 24, 2025.

May 15, 2025, the Company amended its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the

State of Delaware to effectuate a 1-for-15

reverse stock split of the outstanding shares of the Company’s Common Stock (the “May Reverse Stock Split”).

the Company’s Special Meeting of Stockholders on May 5, 2025, stockholders approved the reverse stock split and granted the

Company’s Board of Directors (the “Board”) the authority to determine the exact split ratio and when to proceed

with the reverse stock split.

The May Reverse Stock Split became effective on May 19, 2025, at 5:00 p.m., Eastern Time (the

“Effective Time”) and the Common Stock began trading on The Nasdaq Global Market on a May Reverse Stock Split-adjusted

basis on May 20, 2025, at market open under the existing ticker symbol, “CDT.” As of the Effective Time, every 15 shares

of the Company’s issued and outstanding Common Stock was combined into one share of Common Stock.

The May Reverse Stock Split

did not affect the number of authorized shares of Common Stock or the par value of the Common Stock.

No fractional shares were

issued in connection with the May Reverse Stock Split.

Stockholders who would otherwise have been entitled to receive fractional

shares as a result of the May Reverse Stock Split were entitled to a cash payment in lieu thereof at a price equal to the fraction

to which the stockholder would otherwise be entitled multiplied by the closing price per share of the Common Stock (as adjusted to

give effect to the May Reverse Stock Split) on The Nasdaq Global Market on May 20, 2025.

During 2025, the Company completed three reverse stock splits:

a 1-for-100 split effective January 24, 2025 (the

“January Reverse Stock Split”), a 1-for-15 split effective May 19, 2025 (the “May Reverse Stock Split”), and a

1-for-8 split effective October 10, 2025 (the “October Reverse Stock Split”).

Each split reduced the number of issued and

outstanding shares without affecting the number of authorized shares or the par value of the Common Stock.

No fractional shares were issued;

instead, stockholders received cash in lieu of fractional shares based on the respective post-split closing share prices.

All share and

per-share information has been retroactively adjusted to reflect these reverse stock splits for all periods presented.

historical share and per-share amounts reflected throughout the accompanying consolidated financial statements and other financial information

in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the January Reverse Stock Split and May Reverse Stock

Split as if the splits occurred as of the earliest period presented.

in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the January Reverse Stock Split, May Reverse Stock

Split and October Reverse Stock Split as if the splits occurred as of the earliest period presented.

Risks and Uncertainties

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efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue and cash flow from royalties or product

Company licenses clinical assets from AstraZeneca (see Note 6 for further detail).

If there is a breach or other termination of such

agreements, there could be a material adverse effect on the Company’s business, financial condition, operating results, and prospects.

Related party transactions and arrangements, specifically research and development related transactions, the Company enters into subject

the Company to certain risks.

Related party transactions in general are regarded as increasing the risk of omissions or misstatements

in financial reporting, the risk of transactions being done on other than arm’s length terms due to the close ties between the parties

involved and the risk of regulatory non-compliance.

In addition, related-party transactions present potential conflicts of interest that

could result in decisions that prioritize the economic interests of certain individuals over those of the primary purpose of the research

and development, our company and its stockholders.

In the instance of a dispute under any related-party agreement, the interests of affiliated

parties may not align with the Company’s interest, and the resolution of such disputes may be less favorable than what the Company

might achieve in a transaction with an unaffiliated third party.

The Company licenses clinical assets from AstraZeneca (see Note 7 for further

A breach or other termination of such agreements could have a material adverse effect on the Company’s business, financial

condition, operating results, and prospects.

Related party transactions and arrangements, specifically research and

development related transactions, the Company enters into subject the Company to certain risks.

Related party transactions in general

are regarded as increasing the risk of omissions or misstatements in financial reporting, the risk of transactions being done on other

than arm’s length terms due to the close ties between the parties involved and the risk of regulatory non-compliance.

related-party transactions present potential conflicts of interest that could result in decisions prioritizing the economic interests

of certain individuals over the primary objectives of the Company’s research and development activities, the interests of the Company,

and the interests of its stockholders.

In the instance of a dispute under any related-party agreement, the interests of affiliated parties

may not align with the Company’s interest, and the resolution of such disputes may be less favorable than what the Company might

achieve in a transaction with an unaffiliated third party.

Company is also subject to risks associated with the Nasdaq Stock Market (“Nasdaq”) correspondence.

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On March 5, 2025, the Company received a written

notification (the “Notice”) from the Panel confirming it had granted the Company an extension to regain

compliance with the MVPHS and MVLS rules, provided that the Company, (i) on or before March 12, 2025, files an application to transfer

to The Nasdaq Capital Market, which application was submitted on March 7, 2025, and (ii) on or before March 31, 2025, demonstrates compliance

with all Nasdaq listing rules.

The Company was notified in the Notice that as of February 26, 2025, it had regained compliance with the

Bid Price Rule.

notification (the “Notice”) from the Panel confirming it had granted the Company an extension to regain compliance with the

MVPHS and MVLS Rules, provided that the Company, (i) on or before March 12, 2025, files an application to transfer to The Nasdaq Capital

Market, which application was submitted on March 7, 2025, and (ii) on or before March 31, 2025, demonstrates compliance with all Nasdaq

listing rules.

The Company was notified in the Notice that as of February 26, 2025, it had regained compliance with the Bid Price Rule.

There is no guarantee that the Company can maintain ongoing compliance with the Bid Price Rule.

On May 15, 2025, the

Company received formal notice from Nasdaq that the Company has regained compliance with Nasdaq’s minimum bid price requirement

(the “Bid Price Requirement”) set forth in Nasdaq Listing Rule 5550(a)(2), as well as Nasdaq’s stockholders’

equity requirement (“Equity Requirement”) set forth in Nasdaq Listing Rule 5550(b)(1).

On May 15, 2025, the Company received

formal notice from Nasdaq that the Company’s application to transfer the listing of its Common Stock to The Nasdaq Capital Market

had been approved and the Company’s securities were transferred to The Nasdaq Capital Market at the opening of business on May

formal notice from Nasdaq that the Company had regained compliance with Nasdaq’s minimum bid price requirement (the “Bid

Price Requirement”) set forth in Nasdaq Listing Rule 5550(a)(2), as well as Nasdaq’s stockholders’ equity requirement

(“Equity Requirement”) set forth in Nasdaq Listing Rule 5550(b)(1).

On May 21, 2025, the Company received formal notice from

Nasdaq that the Company’s application to transfer the listing of its Common Stock to The Nasdaq Capital Market had been approved

and the Company’s securities were transferred to The Nasdaq Capital Market at the opening of business on May 23, 2025.

of Significant Accounting Policies

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are determined.

Our significant accounting policies that involve significant judgment and estimates include accounting for the fair

value of convertible notes payable, stock based compensation, contingencies and going concern.

and Cash Equivalents

2 unchanged sentences

are traded and held for cash management purposes, and (c) have original maturities of three months or less at the time of purchase.

UK bank account, with a balance at June 30, 2025 of approximately £ 270,000 (or approximately $ 370,000 ) exceeds the country’s

UK bank account, with a balance at September 30, 2025 of approximately £ 124,000 (or approximately $ 167,000 ) exceeds the country’s

deposit limit of £ 85,000 (approximately $ 114,000 ).

1 unchanged sentence

program, insuring deposits up to $ 10 million by sweeping amounts in excess of the $ 250,000 deposit insurance limit among participating

The Company has not experienced any losses on any accounts through the six months ended June 30, 2025.

Company had $ 3.3 million and $ 0.6 million in cash and cash equivalents on hand as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, $ 0.3 million of the Company’s $ 3.3 million cash and cash equivalents balance was invested in money market

The money market funds do not have significant liquidity restrictions that would require the exclusion from cash and cash equivalents .

The Company has not experienced any losses on any accounts through the nine months ended September 30, 2025.

Company had $ 3.8 million and $ 0.6 million in cash and cash equivalents on hand as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025, $ 4 thousand of the Company’s $ 3.8 million cash and cash equivalents balance was invested in money market

The money market funds do not have significant liquidity restrictions that would require their exclusion from cash and cash equivalents .

assets are included in current assets in the consolidated balance sheets.

Digital assets are accounted for as indefinite-lived intangible

assets and are initially measured in accordance with FASB Accounting Standards Codification (“ASC”) Topic 350 - Intangibles-Goodwill

The Company measures gains or losses on the disposition of digital assets in accordance with the first-in-first-out (“FIFO”)

method of accounting.

Refer to Note 3, Digital Assets, for further information regarding the Company’s impact of the adoption of

of September 30, 2025, the Company held Bitcoin (“BTC”) as digital assets totaling approximately $ 1.0

The Company did not hold any digital assets as of December 31, 2024.

Bitcoin is classified on our balance sheet as a

current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin

to support operations when needed.

As of September 30, 2025, the Company determined that there were no impairments of its digital

Value Measurements

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These valuations require significant judgment.

Company’s Level 1 assets consist of cash and cash equivalents in the accompanying balance sheets, convertible notes payable and

the value of accrued expenses and other current liabilities approximate fair value due to the short-term nature of these assets and liabilities.

of June 30, 2025, the Company has two financial liabilities, warrant liabilities for which the fair value is determined based on Level

2 and Level 3 inputs, and convertible debt carried at fair value for which the fair value is determined based on Level 3 input.

2 inputs are valued based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar instruments

in active markets.

Company’s Level 1 assets consist of cash and cash equivalents, inclusive of Bitcoin, in the accompanying balance sheets, the value of accrued expenses and other current liabilities approximate fair value due to the short-term nature of these assets and

of September 30, 2025, the Company has two financial liabilities, warrant liabilities for which the fair value is determined based on

Level 2 and Level 3 inputs, and convertible debt carried at fair value for which the fair value is determined based on Level 3 input.

The Level 2 inputs are valued based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar

instruments in active markets.

The Level 3 inputs as such inputs are based on unobservable inputs and require significant judgement.

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programs, see Note 7 for further discussion of research and development expense.

CDT licenses its assets from a large pharmaceutical company and conducts clinical research with third-party contract

research organizations.

The Company expenses research and development costs and intangible assets acquired that

have no alternative future use as incurred.

CDT licenses its assets from a large pharmaceutical

company and conducts clinical research with third-party contract research organizations.

The Company expenses research and development

costs and intangible assets acquired that have no alternative future use as incurred.

These expenses include:

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Research and Development Assets

Company accounts for its research and development costs in accordance with ASC 730, Research and Development .

ASC 730 requires

that research and development are generally recognized as an expense as incurred.

However, some costs associated with research and development

activities that have an alternative future use may be capitalizable.

Purchases of assets related to research and development activities

are evaluated based on the usefulness to the Company currently and for alternative future uses.

Purchased research and development assets

with alternative future use are recorded at cost and subsequently amortized using the straight-line method over their estimated useful

To date, the Company has one purchased asset, a diagnostic tool used to monitor clinical trials, aggregate data on an ongoing

basis and tracking intellectual property patent status.

The Company determined that the diagnostic tool also has the alternative future

use of utilizing the predictive modeling capability to track and evaluate delisted patents in the marketplace to potentially facilitate

strategic entry into de-prioritized asset markets that might be otherwise overlooked by other market participants.

The asset is depreciated

on a straight-line basis over its useful life of two years.

Topic 740, Income Taxes , sets forth standards for financial presentation and disclosure of income tax liabilities and expense.

Interest and penalties recognized have been classified in the unaudited condensed consolidated statements of operations and comprehensive

loss as income taxes.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences

between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and operating losses

carried forward.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the

years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities

of a change in tax rates is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss in the

period that includes the enactment date.

The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for

any tax benefits of which future realization is uncertain.

The Company accounts for its research and development costs in accordance

with ASC 730, Research and Development .

ASC 730 requires that research and development are generally recognized as an expense as

However, some costs associated with research and development activities that have an alternative future use may be capitalizable.

Purchases of assets related to research and development activities are evaluated based on the usefulness to the Company currently and

for alternative future uses.

Purchased research and development assets with alternative future use are recorded at cost and subsequently

amortized using the straight-line method over their estimated useful lives.

To date, the Company has one purchased asset, a diagnostic

tool used to monitor clinical trials, aggregate data on an ongoing basis and tracking intellectual property patent status.

determined that the diagnostic tool has an alternative future use, namely using its predictive modeling capability to track and evaluate

delisted patents in the marketplace, potentially facilitating strategic entry into de-prioritized asset markets that might otherwise be

overlooked by other market participants.

The asset is depreciated on a straight-line basis over its useful life of two years.

ASC Topic 740, Income Taxes , sets forth standards for financial

presentation and disclosure of income tax liabilities and expense.

Interest and penalties recognized have been classified in the unaudited

condensed consolidated statements of operations and comprehensive loss as income taxes.

Deferred tax assets and liabilities are recognized

for future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and

liabilities and their respective tax bases and operating losses carried forward.

Deferred tax assets and liabilities are measured using

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or

The effects of changes in tax rates on deferred tax assets and liabilities are recognized in the unaudited condensed consolidated

statements of operations and comprehensive loss in the period that includes the enactment date.

The measurement of deferred tax assets

is reduced, if necessary, by a valuation allowance for any tax benefits of which future realization is uncertain.

Loss per Share Attributable to Common Stockholders

The Company calculates basic and diluted net loss per share

under ASC Topic 260, Earnings Per Share .

Basic net loss per share is computed by dividing the net loss by the

number of weighted-average common shares outstanding for the period.

Diluted net loss is computed by adjusting net loss based on the

impact of any dilutive instruments.

Diluted net loss per share is computed by dividing the diluted net loss by the number of weighted-average

common shares outstanding for the period including the effect, if dilutive, of any instruments that can be settled in common shares.

computing diluted net loss per share, the numerator is adjusted to eliminate the effects that have been recorded in net loss (net of tax,

if any) attributable to any liability-classified dilutive instruments.

Company calculates basic and diluted net loss per share under ASC Topic 260, Earnings Per Share .

Basic net loss per share is computed

by dividing the net loss by the number of weighted-average common shares outstanding for the period.

Diluted net loss is computed by

adjusting net loss based on the impact of any dilutive instruments.

Diluted net loss per share is computed by dividing the diluted net

loss by the number of weighted-average common shares outstanding for the period including the effect, if dilutive, of any instruments

that can be settled in common shares.

When computing diluted net loss per share, the numerator is adjusted to eliminate the effects that

have been recorded in net loss (net of tax, if any) attributable to any liability-classified dilutive instruments.

Company determines the accounting classification of Warrants as either liability or equity by first assessing whether the Warrants meet

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shares and a fixed monetary amount (or a fixed amount of a debt instrument) and must be classified as a liability.

Equity Classified Warrants are recorded in stockholders’ equity (deficit) and the Liability Classified Warrants are recorded

as liabilities in the Condensed Consolidated Balance Sheet.

The Liability Classified Warrants are remeasured each period with

changes in fair value recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Equity Classified Warrants are recorded in stockholders’ equity (deficit) and the Liability Classified Warrants are recorded as

liabilities in the Condensed Consolidated Balance Sheet.

The Liability Classified Warrants are remeasured each period with changes in

fair value recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Company estimates the fair value of each option award on the date of grant using the Black-Scholes option-pricing model.

then recognizes the grant date fair value of each option as compensation expense ratably using the straight-line attribution method over

the service period (generally the vesting period).

The Black-Scholes model incorporates the following assumptions:

volatility – the Company estimates the volatility of the share price of their peer companies at the date of grant using a “look-back”

period which coincides with the expected term, defined below.

The Company believes using a “look-back” period which coincides

with the expected term is the most appropriate measure for determining expected volatility.

term – the Company estimates the expected term using the “simplified” method outlined in SEC Staff Accounting Bulletin

107, “Share-Based Payment.”

interest rate – the Company estimates the risk- free interest rate using the U.S.

Treasury Yield curve for periods equal to

the expected term of the options in effect at the time of grant.

– the Company uses an expected dividend yield of zero because the Company has not declared nor paid a cash dividend, nor are

there any plans to declare a dividend.

Currency Translation

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of the transaction).

Issued Accounting Standards Not Yet Adopted

Issued Accounting Standards Adopted

December 2023, the FASB issued ASU No.

2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure

of Crypto Assets.

The amendments in ASU No.

2023-08 are intended to improve the accounting for certain crypto assets by requiring an

entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income.

The amendments

also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant

holdings, contractual sale restrictions, and changes during the reporting period.

The amendments are effective for all entities for fiscal

years beginning after December 15, 2024, including interim periods within those fiscal years.

Early adoption is permitted for both interim

and annual financial statements.

The Company elected to adopt ASU 2023-08, effective as of July

1, 2025, the first quarter in which the Company held digital assets.

Refer to Note 3 for further information.

Recently Issued

Accounting Standards Not Yet Adopted

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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Early adoption and retrospective reporting are permitted.

The Company does not plan to adopt this standard early.

is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements.

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impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures.

following table presents as of June 30, 2025 the Company’s assets and liabilities subject to measurement at fair value on a recurring

basis (in thousands):

following table presents as of September 30, 2025 the Company’s assets and liabilities subject to measurement at fair value on

a recurring basis (in thousands):

Schedule of Assets Subject to Measurement at Fair Value on Recurring Basis

Value Measurements as of June 30, 2025

notes payable, at fair value

Classified Warrants

Fair Value Measurements as of September 30, 2025

Cash equivalents

Digital assets

Convertible notes payable, at fair value

Liability Classified Warrants

Total Liabilities

following table presents as of December 31, 2024 the Company’s assets and liabilities subject to measurement at fair value on a

recurring basis (in thousands):

Value Measurements as of December 31, 2024

notes payable, at fair value

Classified Warrants

Fair Value Measurements as of December 31, 2024

Cash equivalents

Convertible notes payable, at fair value

Liability Classified Warrants

Total Liabilities

following table presents additional information about the Convertible Notes Payable subject to measurement at fair value on a recurring

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Schedule of Additional Information About the Financial Liabilities Subject To Measurement at Fair Value

as of December 31, 2024

of convertible notes

in fair value

Balance as of December 31, 2024

Repayment of convertible notes

Change in fair value

Balance as of March 31, 2025

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Interest expense

in fair value

as of June 30, 2025

the three and six months ended June 30, 2025, there were no transfers between Level 1 and Level 2, nor into or out of Level 3.

Change in fair value

Balance as of June 30, 2025

Conversion of convertible notes

Interest expense

Change in fair value

Balance as of September 30, 2025

the three and nine months ended September 30, 2025, there were no transfers between Level 1 and Level 2, nor into or out of Level 3.

Digital assets are

measured at fair value on a recurring basis using quoted prices in their principal market (Level 1 inputs).

The Company has designated

a principal market based on the market the Company has access to and that has the greatest volume and level of orderly transactions for

The Company reassesses its principal market when facts and circumstances change, including but not limited to when new markets become

accessible, or the volume/activity in the current principal market declines.

Notes Payable

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Additionally,

as discussed in Note 4, during November 2024, the Company issued to A.G.P./Alliance Global Partners (“A.G.P.”) a convertible promissory note (the “A.G.P.

Note”) in the principal amount of $ 5.7 million to evidence the A.G.P.’s currently owed deferred commission payable.

as discussed in Note 4, during November 2024, the Company issued to A.G.P./Alliance Global Partners (“A.G.P.”) a convertible

promissory note (the “A.G.P.

Convertible Note”) in the principal amount of $ 5.7 million to evidence the A.G.P.’s currently

owed deferred commission payable.

Company elected to account for the August 2024 Nirland Note and A.G.P.

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probability of default, and recovery upon default.

of June 30, 2025, no obligations remain under the August 2024 Nirland Note (refer to Note 4 for details) and therefore only the fair

value of the A.G.P.

of September 30, 2025, no obligations remain under the August 2024 Nirland Note (refer to Note 5 for details) and therefore only the

fair value of the A.G.P.

Convertible Note was estimated using a binomial lattice model.

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Convertible Note

as of June 30, 2025, and December 31, 2024:

as of September 30, 2025, and December 31, 2024:

Schedule of Fair Value of Assumptions

September 30,

Corporate bond yield

Credit Spread

Probability of default

Probability of maturity extension (six months)

Recovery upon default

Classified Warrants

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2024 Warrants is classified as Level 3 due to the use of an option-pricing model that utilizes unobservable

inputs and requires significant judgement.

inputs and requires significant judgment.

The Company estimated the fair value of the A.G.P.

2024 Warrants as of June 30, 2025 and December

31, 2024, utilizing a Black-Scholes option-pricing model with the following assumptions:

2024 Warrants as of September 30, 2025

and December 31, 2024, utilizing a Black-Scholes option-pricing model with the following assumptions:

Schedule of Fair Value of Assumptions

Contractual exercise

period to expiration (in years)

September 30,

Closing stock price

Contractual exercise price

Risk-free rate

Estimated volatility

Time period to expiration (in years)

Digital Assets

of ASU 2023-08, Accounting for and Disclosure of Crypto Assets

during the third quarter of 2025, the Company adopted ASU 2023-08, which requires entities to measure crypto assets at fair value with

changes recognized in the Consolidated Statement of Operations each reporting period.

The Company’s did not hold any digital assets

prior to the release of ASU 2023-08 and no accounting for the transition guidance was necessary.

following table presents the Company’s significant Digital Asset holdings as of September 30, 2025:

Schedule of Digital Assets

Fair Value as of September 30, 2025

Total digital assets held as of September 30, 2025

The following table presents a reconciliation of the fair values of the

Company’s investments in digital assets as of September 30, 2025.

of Investments Digital Assets

Digital Assets

Balance as of December 31, 2024

Realized gains (losses) on dispositions

Unrealized gains (losses) from changes in fair value of digital assets

Balance as of September 30, 2025

Balance Sheet Details

expenses and other current assets consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

expenses and other current assets consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):

Schedule of Balance Sheet Details

directors’ and officers’ insurance

expenses – related parties

prepaid expenses and other current assets

expenses and other current liabilities consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025

December 31, 2024

Prepaid expenses

Tax receivable

Prepaid directors’ and officers’ insurance

Prepaid expenses – related parties

Other receivables

Total prepaid expenses and other current assets

expenses and other current liabilities consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):

Schedule of Accrued Expenses and Other Current Liabilities

professional fees

board of director fees

research & development costs

legal contingency

commission payable

accrued expenses and other current liabilities

September 30, 2025

December 31, 2024

Accrued professional fees

Accrued legal contingency

Accrued research & development costs

Other Accrued payroll

Accrued board of director fees

Accrued interest

Accrued commission payable

Total accrued expenses and other current liabilities

Convertible Notes Payable

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March 2023, the Company issued a convertible promissory note payable (the “Convertible Promissory Note Payable”) with an

aggregate principal amount of $ 0.8 million

to a non-related third party.

Convertible Promissory Note Payable had a maturity date of 18 months from the date of issuance and carries interest at a rate of 20 % annually, which is payable every six (6) months from the date of the note until the maturity date.

March 6, 2025, the Company reached a Settlement Agreement (the “Settlement Agreement”) with the loan holder to pay

million in order to settle the Convertible Promissory Note Payable in full.

The Company repaid the loan holder the settlement amount

aggregate principal amount of $ 0.8 million to a non-related third party.

The Convertible Promissory Note Payable had a maturity date

of 18 months from the date of issuance and carries interest at a rate of 20 % annually, which is payable every six (6) months from the

date of the note until the maturity date.

March 6, 2025, the Company reached a Settlement Agreement (the “Settlement Agreement”) with the loan holder to pay $ 0.7 million

in order to settle the Convertible Promissory Note Payable in full.

The Company repaid the loan holder the settlement amount of $ 0.7

million on March 13, 2025 .

The Settlement Agreement and subsequent repayment was treated as a debt extinguishment under ASC

During the three and six months ended June 30, 2025, the Company recorded a gain on debt extinguishment of $ 0.1

million, calculated as the difference between (i) the $ 0.8

million carrying value of the Convertible Promissory Note Payable immediately prior to the amendment, and (ii) the $ 0.7

million repayment of the Convertible Promissory Note Payable.

million gain on debt extinguishment was recorded within other income (expense) in the condensed consolidated statement of operations

and comprehensive loss for the six months ended June 30, 2025.

The Settlement Agreement and subsequent repayment was treated as a debt extinguishment.

During the nine months ended September 30, 2025, the Company recorded a gain on debt extinguishment of $ 0.1 million, calculated as the

difference between (i) the $ 0.8 million carrying value of the Convertible Promissory Note Payable immediately prior to the amendment,

and (ii) the $ 0.7 million repayment of the Convertible Promissory Note Payable.

The $ 0.1 million gain on debt extinguishment was recorded

within other income (expense) in the condensed consolidated statement of operations and comprehensive loss for the nine months ended

September 30, 2025.

connection with the Settlement Agreement, the Company entered into a consulting agreement with a third party to negotiate the settlement

of the Convertible Promissory Note Payable with the loan holder on behalf of the Company.

In exchange for negotiating the Settlement Agreement, the Company

agreed to pay $ 0.1 million through the issuance of shares of Common Stock or cash.

On March 31, 2025, the Company issued 4,872 shares

of Common Stock.

The number of shares issued was determined based on the agreement amount of $ 0.1 million, divided by the closing share

price on March 28, 2025 (prior trading date) of $ 13.35 .

The $ 0.1 million was recorded as interest expense in the condensed consolidated

statement of operations and comprehensive income loss for the six months ended June 30, 2025.

the three months ended June 30, 2025 and 2024, the Company incurred interest expense on the Convertible Promissory Note Payable of zero

and $ 40,000 , respectively.

For the six months ended June 30, 2025 and 2024, the Company incurred interest expense on the Convertible

Promissory Note Payable of $ 0.1 million and $ 0.1 million, respectively.

In exchange for negotiating the Settlement

Agreement, the Company agreed to pay $ 0.1 million through the issuance of shares of Common Stock or cash.

On March 31, 2025, the Company

issued 609 shares of Common Stock.

The number of shares issued was determined based on the agreement amount of $ 0.1 million, divided

by the closing share price on March 28, 2025 (prior trading date) of $ 106.80 .

The $ 0.1 million was recorded as interest expense in the

condensed consolidated statement of operations and comprehensive income loss for the nine months ended September 30, 2025.

the three months ended September 30, 2025 and 2024, the Company incurred interest expense on the Convertible Promissory Note Payable

of nil and $ 40,000 , respectively.

For the nine months ended September 30, 2025 and 2024, the Company incurred interest expense on the

Convertible Promissory Note Payable of $ 0.1 million and $ 0.1 million, respectively.

2024 Nirland Note

August 6, 2024, the Company entered into August 2024 Nirland Note with Nirland Limited (“Nirland”), a related party of the Company, pursuant to which

the Company issued and sold to Nirland the August 2024 Note in the original principal amount of $ 2.7

million, inclusive of a $ 0.5

million original issuance discount.

See Note 10 for further reference to the relationship between the Company and Nirland.

total amount of the August 2024 Nirland Note, $ 1.7

million was issued upon execution of the August 2024 Nirland Note.

The balance of $ 0.5

million was provided to the Company when the shares were registered for resale in September 2024.

In the event the Company completes

any public or private equity or debt financing, the Company shall be required to mandatorily prepay (“Mandatory Prepayment

Right”), any amounts that may be then outstanding under the August 2024 Nirland Note, within two business days following the

closing of such financing, in an amount of no less than 75 %

of the net proceeds received.

Per the terms of the August 2024 Nirland Note, the Company was prohibited from entering into a

variable rate transaction without prior written consent from Nirland.

The August 2024 Nirland Note bore interest at a rate of 12 %

per annum, accruing daily on a 365-day basis, payable monthly in arrears as cash, or accrued at Nirland’s discretion.

August 2024 Nirland Note was scheduled to mature 12 months from August 6, 2024.

October 31, 2024, the Company and Nirland amended the August 2024 Nirland Note (the “First Amendment”), whereby the August

2024 Nirland Note was amended to (i) provide for the conversion of the August 2024 Nirland Note into shares of Common Stock, at Nirland’s

discretion, in a multiple of any unpaid amounts, if not otherwise previously paid, pursuant to the conversion rate contained therein,

(ii) remove Nirland’s Mandatory Prepayment Right, and (iii) remove Nirland’s right of first refusal to participate in any

future equity or debt offerings of the Company.

The number of shares of Common Stock issuable upon conversion of any Conversion Amount

would be determined by dividing (x) such conversion amount by (y) the conversion price.

Conversion amount means two and one quarter times

the sum of (x) portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made

and (y) all accrued and unpaid interest with respect to such portion of the principal amount, if any.

Conversion price means, as of any

conversion date or other date of determination, $ 10.00 , subject to adjustment as provided within the amended agreement.

Company evaluated the conversion feature of this note offering for embedded derivatives in accordance with ASC Topic 815, Derivatives

and Hedging , and the substantial premium model in accordance with ASC Topic 470, Debt .

Based on our assessment, separate

accounting for the conversion feature of this note offering is not required and will be accounted for under the substantial premium

Under the substantial premium model, the excess above the fair value of the August 2024 Nirland Note will be recorded in

additional paid-in-capital.

The August 2024 Nirland Note was carried at amortized cost using the effective interest method.

Company accounted for the First Amendment as a debt extinguishment, as the First Amendment added a substantive conversion

November 22, 2024, the Company and Nirland entered into a Second Amendment to the August 2024 Nirland Note (the “Second Amendment”).

Pursuant to the Second Amendment, the August 2024 Nirland Note may not be converted (other than partial conversions that may be permitted

pursuant to the rules and regulations of Nasdaq (or any successor entity)) prior to receipt of stockholder approval to provide for such

conversion of the August 2024 Nirland Note, and subsequent issuance of the Company’s Common Stock, pursuant to the stockholder

approval rules under the rules and regulations of The Nasdaq Stock Market.

If the Company had not held a special meeting of the stockholders

to approve the full conversion of the August 2024 Nirland Note on or before January 9, 2025, then the Company was obligated to pay Nirland

a penalty of $0.1 million per day until the special meeting was held.

In addition, the existing conversion rate was amended to be two

and one half times the sum of (x) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination

is being made and (y) all accrued and unpaid interest (including default interest) with respect to such portion of the principal amount,

if any divided by $0.10, prior to the Reverse Stock Split, (or following any reverse splits that may occur in a ratio greater than 10

to 1, the lower of such reverse split price and the market price per share at the time of the Conversion Date, but in no event less than

$1.00), subject to adjustment as provided therein and to take into account any future share splits or reverse splits to maintain the

economic equivalence of the conversion rights as at the amendment effective date.

The Company notes that the reverse split provision

in the preceding sentence was tripped following the January Reverse Stock Split.

of the Second Amendment, the Company elected to account for the August 2024 Nirland Note at fair value under ASC 825.

The Company determined

that the amendment to the conversion features present in the Second Amendment fall under the guidance within ASC 825 that notes that

if a significant modification of debt occurs an entity is able to make an accounting election on that date to account for that debt under

the fair value option.

At the end of each reporting period, the Company calculates the fair value of the August 2024 Nirland Note, and

any changes in fair value are reported in the current period’s condensed consolidated statements of operations and comprehensive

Company remeasured the fair value of the August 2024 Nirland Note as of the Second Amendment date and calculated a fair value of $ 4.5

million using a binomial lattice model.

On December 9, 2024, and prior to obtaining shareholder approval, Nirland exercised their conversion

option and converted $ 0.1 million of principal for 1,533 shares of Common Stock pursuant to the rules and regulations of the Nasdaq.

As of December 31, 2024, $ 2.6 million of principal and accrued interest remained outstanding and the August 2024 Nirland Note had a fair

value of $ 2.8 million.

January and February 2025, Nirland exercised their conversion option and converted $ 1.8 million of principal in exchange for 7,510 shares

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the remaining fair value of August 2024 Nirland Note, less the amount of cash paid.

As of June 30, 2025, no obligations remained under

the August 2024 Nirland Note.

the three and six months ended June 30, 2025, the Company recorded $ 24,000

of interest expense, presented within Interest expense,

net, in the condensed consolidated statement of operations and comprehensive loss.

As of September 30, 2025, no obligations remained

under the August 2024 Nirland Note.

the nine months ended September 30, 2025, the Company recorded $ 24,000 of interest expense, presented within interest expense, net, in

the condensed consolidated statement of operations and comprehensive loss.

No interest expense was recorded for the three months ended

September 30, 2025 as the August 2024 Nirland Note was settled prior to the third quarter of 2025.

Convertible Note

A.G.P was a financial advisor

to both MURF and Old Conduit in connection with the Merger transaction.

was a financial advisor to both MURF and Old Conduit in connection with the Merger transaction.

Upon the completion of the Merger, A.G.P.:

(i) received a cash

fee of $ 6.5 million, 867 shares of Common Stock, and warrants to purchase 36 shares of Common Stock at an exercise price of $ 16,500 per

share pursuant to its engagement agreement with Old Conduit entered into on August 2, 2022, and (ii) agreed to defer payment, to be paid

in the future under certain circumstances by a date no later than March 21, 2025, of $ 5.7 million of fees plus annual interest of 5.5 %

(the “Deferred Commission Payable”) as a result of its engagement for MURF’s IPO.

Accrued interest was recorded as a

liability on the Company’s consolidated balance sheet under accrued expenses and other current liabilities and totaled $ 0.4 million

as of December 31, 2024.

During the six months ended June 30, 2025, the Company reached an agreement with A.G.P.

to waive all previously

(i) received a cash fee of $ 6.5 million, 867 shares of Common Stock, and warrants to purchase 36 shares of Common Stock at an exercise

price of $ 16,500 per share pursuant to its engagement agreement with Old Conduit entered into on August 2, 2022, and (ii) agreed to defer

payment, to be paid in the future under certain circumstances by a date no later than March 21, 2025, of $ 5.7 million of fees plus annual

interest of 5.5 % (the “Deferred Commission Payable”) as a result of its engagement for MURF’s IPO.

Accrued interest

As such, the Company removed accrued interest of $ 0.4 million and recorded other income of $ 0.4 million for the six

months ended June 30, 2025.

For the three and six months ended

June 30, 2025, the Company recorded $ 0.1 million and $ 0.2 million of interest expense related to the deferred commission payable balance

in the condensed consolidated statement of operations and comprehensive income loss, respectively.

On November 25, 2024,

the Company issued to A.G.P.

Convertible Note in the principal amount of $ 5.7 million to evidence A.G.P.’s currently

owed Deferred Commission Payable, at which time the Deferred Commission Payable balance was removed.

Unless earlier converted as specified

in the Convertible Note, the principal amount, plus all accrued but unpaid interest, is due on November 25, 2025 (the “Maturity

was recorded as a liability on the Company’s consolidated balance sheet under accrued expenses and other current liabilities and

totaled $ 0.4 million as of December 31, 2024.

During the nine months ended September 30, 2025, the Company reached an agreement with

to waive all previously accrued interest.

As such, the Company removed accrued interest of $ 0.4 million and recorded other income

of $ 0.4 million for the nine months ended September 30, 2025.

the three and nine months ended September 30, 2025, the Company recorded $ 0.1 million and $ 0.2 million of interest expense related to

the deferred commission payable balance in the condensed consolidated statement of operations and comprehensive income loss, respectively.

November 25, 2024, the Company issued to A.G.P.

Convertible Note in the principal amount of $ 5.7 million to evidence

A.G.P.’s currently owed Deferred Commission Payable, at which time the Deferred Commission Payable balance was removed.

earlier converted as specified in the Convertible Note, the principal amount, plus all accrued but unpaid interest, is due on November

25, 2025 (the “Maturity Date”).

The convertible promissory note accrues interest at 5.5 % per annum.

the terms of the A.G.P.

Convertible Note, conversion could not occur prior to the Company having sufficiently authorized shares of Common Stock to permit the entire conversion of the convertible promissory note.

Convertible Note, conversion could not occur prior to the Company having sufficiently authorized shares of Common

Stock to permit the entire conversion of the convertible promissory note.

In addition, the conversion of the A.G.P.

Convertible Note

could also not occur prior to receipt of stockholder approval to provide for such conversion, and

subsequent issuance of the Company’s Common Stock, pursuant to the stockholder approval rules under the rules and regulations of

The Nasdaq Stock Market.

could also not occur prior to receipt of stockholder approval to provide for such conversion, and subsequent issuance of the Company’s

Common Stock, pursuant to the stockholder approval rules under the rules and regulations of The Nasdaq Stock Market.

Further, A.G.P.

will not be entitled to receive the Company’s Common Stock upon conversion, if such conversion

would result in A.G.P.

owning greater than 9.99 % of the Company’s then currently outstanding Common Stock.

is also entitled

to resale registration rights as identified in the A.G.P.

will not be entitled to receive the Company’s Common Stock upon conversion, if such conversion would result in A.G.P.

owning greater

than 9.99 % of the Company’s then currently outstanding Common Stock.

is also entitled to resale registration rights as identified

in the A.G.P.

Convertible Note.

As of January 25, 2025, the Company had sufficient authorized

shares of Common Stock to permit the entire conversion of the A.G.P.

Convertible Note and the Company had also received shareholder

approval to allow for the entire conversion of the convertible promissory note.

As of January 25, 2025, the Company had sufficient authorized shares of Common Stock to permit the entire

conversion of the A.G.P.

Convertible Note and the Company had also received shareholder approval to allow for the entire conversion of

the convertible promissory note.

Company may prepay the A.G.P.

Convertible Note in whole or in part.

In the event of certain Events of Default (as defined in the

In the event of certain Events of Default (as defined in the A.G.P.

Convertible Note), all outstanding principal and accrued interest under the A.G.P.

Convertible Note will become, or may

become at A.G.P.’s election, immediately due and payable to the A.G.P.

Company elected to account for the A.G.P.

Convertible Note at fair value under ASC 825.

The Company determined that the substantive conversion

option within the A.G.P.

Convertible Note falls under the guidance within ASC 825 that notes that if a significant modification of debt

occurs an entity is able to make an accounting election on that date to account for that debt under the fair value option.

of each reporting period, the Company calculates the fair value of the A.G.P.

Convertible Note, and any changes in fair value are reported

in the current period’s condensed consolidated statements of operations and comprehensive loss.

The change in fair value attributable

to instrument-specific credit risk, if any, will be recognize within other comprehensive income each reporting period.

As an accounting

policy, the Company elected to present interest expense separately from other changes in the A.G.P.

Convertible Note’s fair value.

Interest expense will be presented within Interest expense, net, while the other changes in the fair value with be presented within other

income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

Convertible Note will become, or may become at A.G.P.’s

election, immediately due and payable to the A.G.P.

Company determined the fair value of the A.G.P.

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See Note 2 for additional information regarding the fair value measurement of the A.G.P Convertible Note.

of December 31, 2024, $ 6.1 million of principal and accrued interest remained outstanding and the A.G.P.

Convertible Note had a fair

value of $ 3.0 million.

As of December

31, 2024, $ 6.1 million of principal and accrued interest remained outstanding and the A.G.P.

Convertible Note had a fair value of $ 3.0

March 31, 2025, A.G.P.

exercised their conversion option and converted $ 0.4 million of principal and interest in exchange for 28,667

shares of Common Stock.

exercised their conversion option and converted $ 0.4 million of principal and interest in exchange for 3,583 shares

of Common Stock.

As of March 31, 2025, the Company’s Common Stock price was trading below the Conversion Price Floor.

the purpose of the March 31, 2025 conversion, the Company waived the Conversion Price Floor and allowed A.G.P.

to convert at the prior

trading days closing stock price.

Upon conversion, the Company recorded a $ 0.2 million loss on the change in fair value based on the

difference between (i) the fair value of the Common Stock issued and (ii) the percentage of total principal and interest converted ( 6.54 %),

multiplied by the December 31, 2024 valuation of $ 3.0 million.

April 11, 2025, April 16, 2025, June 2, 2025, June 17, 2025, and June 26, 2025, the holder of the A.G.P.

For the purpose

of the March 31, 2025 conversion, the Company waived the Conversion Price Floor and allowed A.G.P.

to convert at the prior trading days

closing stock price.

Upon conversion, the Company recorded a $ 0.2 million loss on the change in fair value based on the difference between

(i) the fair value of the Common Stock issued and (ii) the percentage of total principal and interest converted ( 6.54 %), multiplied by

the December 31, 2024 valuation of $ 3.0 million.

April 11, 2025, April 16, 2025, June 2, 2025, June 17, 2025, June 26, 2025 and September 29, 2025, the holder of the A.G.P.

Convertible Note converted $ 0.5

million, $ 0.8 million, $ 0.1 million, $ 0.2 million, and $ 0.2 million of principal and interest into 28,666 , 71,026 , 40,000 , 90,000 , and

100,000 shares of the Company’s Common Stock, respectively.

As of April 16, 2025, the Company’s Common Stock price was trading

below the Conversion Price Floor.

For the purpose of the April 16, 2025 conversion, the Company waived the Conversion Price Floor and

allowed A.G.P.

million, $ 0.8

million, $ 0.1

million, $ 0.2

million and $ 0.3

million of principal and interest into 3,583 , 8,878 , 5,000 , 11,250 , 12,500

and 60,000 shares of the Company’s Common Stock, respectively.

As of April 16, 2025, the Company’s Common Stock price

was trading below the Conversion Price Floor.

For the purpose of the April 16, 2025 conversion, the Company waived the Conversion

Price Floor and allowed A.G.P.

to convert at the April 16, 2025 closing stock price.

June 30, 2025, the Company remeasured the fair value of the A.G.P.

Convertible Note through the use of a binomial lattice model and calculated

a fair value of approximately $ 1.9 million.

For the three months ended June 30, 2025, the Company recorded a $ 0.1 million loss in the

change in fair value of the A.G.P.

September 30, 2025, the Company remeasured the fair value of the A.G.P.

Convertible Note through the use of a binomial lattice model

and calculated a fair value of approximately $ 1.7 million.

For the three months ended September 30, 2025, the Company recorded a $ 0.1

million loss in the change in fair value of the A.G.P.

Convertible Note and interest expense of approximately $ 0.1 million.

For the six months ended June

30, 2025, the Company recorded a $ 0.1 million gain in the change in fair value of the A.G.P.

Convertible Note and interest expense of

approximately $ 0.1 million.

As of June 30, 2025, there was approximately $ 3.6 million in outstanding principal and interest remaining.

months ended September 30, 2025, the Company recorded a $ 0.1 million gain in the change in fair value of the A.G.P.

Convertible Note

and interest expense of approximately $ 0.2 million.

As of September 30, 2025, there was approximately $ 3.4 million in outstanding principal

and interest remaining.

Loans Payable

May 1, 2022, the Company entered into Loan Agreements (the “Loans”) with two lenders, totaling $ 0.2

Loans mature two years from the date of the agreement and bear no interest.

loan was made available to the Company by the lenders in three tranches of (i) $ 33,000

(ii) $ 33,000

and (iii) $ 28,000

The Loans provided for events of default, including, among others, failure to make payment, bankruptcy and non-compliance with the terms

of the Loans.

As of December 31, 2024, the Company utilized all three tranches of the first loan and two out of three tranches of the

second loan, with loans payable totaling $ 0.2

October 9, 2024, the Company and holders of the Loans amended the loan agreements (the “Loans Amendment”) to extend the maturity

date for the Loans to December 19, 2024 .

The Loans Amendment also modified the payment terms for the Loans from a cash payment of £ 85,000

per loan to (1) a cash payment of £ 60,000 , (2) £ 25,000 worth of shares of Common Stock converted into USD at the prevailing

exchange rate, to be issued at the closing market price on the date prior to issuance, and in consideration for the extension, and (3)

167 additional shares of Common stock.

On October 11, 2024, the Company issued each of the Loan holders 379 shares ( 758 shares in total).

Company repaid the lenders the outstanding principal balance of $ 0.1 million in February 2025, in which no obligations remain under the

terms of the Loans.

No interest expense was recorded for each of the three and six months ended June 30, 2025.

On May 1, 2022, the Company entered into two non-interest-bearing loan

agreements totaling $ 0.2 million, funded in multiple tranches.

As of December 31, 2024, all tranches under the first loan and two tranches

under the second loan had been drawn.

October 9, 2024, the parties amended the loan agreements to extend the maturity date to December

19, 2024 and modify repayment terms to include (i) a £ 60,000 cash payment, (ii) £ 25,000

Common Stock valued at the market price prior to issuance, and (iii) 20 additional shares of Common Stock as consideration for the extension.

On October 11, 2024, the Company issued a total of 94

to the lenders.

Company repaid the remaining principal balance of $ 0.1

million in February 2025, and no obligations remained as of September 30, 2025.

interest expense was recorded for the three or nine months ended September 30, 2025.

2024 Nirland Note

October 28, 2024, the Company issued a promissory note (the “October 2024 Nirland Note”) to Nirland, a related party, in

the original principal amount of $ 0.6 million in exchange for funds in such amount.

See Note 15 for further reference to the relationship

between the Company and Nirland.

The October 2024 Nirland Note bore interest at a rate of 12 % per annum, was due and payable semi-annually

in arrears, and was scheduled to mature on October 31, 2025.

If an event of default under and as defined in the October 2024 Nirland

Note occurs, the interest rate would be increased to 18 % per annum or to the maximum rate permitted by law.

In connection with

the October 2024 Nirland Note, the Company has agreed to pay Nirland a 1 % arrangement fee, which was included with the principal and

interest owed under the October 2024 Nirland Note.

The 1 % arrangement fee is accounted for as a debt discount and was amortized to interest

expense, net in the consolidated statement of operations and comprehensive income (loss) using the effective interest method over the

life of the October 2024 Nirland Note.

December 11, 2024, the Company reduced the exercise price of the PIPE Warrants held by Nirland to $ 8.83 , at which time all PIPE Warrants

were exercised.

The Company received approximately $ 0.2 million of proceeds from the exercise of the Warrants, all of which were used

to pay down the October 2024 Nirland Note.

Company repaid principal and interest of $ 0.1 million, $ 0.2 million, and $ 0.1 million on January 14, 2025, January, 31, 2025, and February

7, 2025, respectively.

As of June 30, 2025, no obligations remain under the October 2024 Nirland Note.

the three and six months ended June 30, 2025, the Company recorded zero

and approximately $ 8,000

of interest expense, respectively.

October 2024, the Company issued a $ 0.6 million promissory note to Nirland, a related party (the “October 2024 Nirland Note”).

The note bore interest at 12 % per annum, included a 1 % arrangement fee accounted for as a debt discount, and was scheduled to mature

on October 31, 2025.

See Note 12 for further reference to the relationship between the Company and Nirland.

December 2024, the Company reduced the exercise price of the PIPE Warrants held by Nirland to $ 8.83 ,

after which all such warrants were exercised , resulting in proceeds of approximately $ 0.2

These proceeds were applied to reduce the outstanding balance of the October 2024 Nirland Note.

Company made additional repayments of $ 0.1

million, $ 0.2

million, and $ 0.1

million on January 14, 2025, January 31, 2025, and February 7, 2025, respectively.

As of September 30, 2025, the October 2024

Nirland Note had been fully repaid and no

obligations remained outstanding.

the three and nine months ended September 30, 2025, the Company recorded nil and approximately $ 8,000 of interest expense, respectively.

Research and Development Expense

10 unchanged sentences

The Issuance Agreement called for the Company to issue AstraZeneca 792 shares of the Company’s Common Stock.

Issuance Agreement provides AstraZeneca with resale registration rights for such shares.

has been granted a right of first negotiation to develop, manufacture, and commercialize a Licensed Product (as defined in the

August 2024 License Agreement) if the Company receives an offer for, or solicits, a transaction where a third party would obtain the

right to develop, manufacture, or commercialize a Licensed Product.

If AstraZeneca exercises such right, the parties will negotiate

in good faith for an agreed period of time on an exclusive basis.

Agreement provides AstraZeneca with resale registration rights for such shares.

has been granted a right of first negotiation to develop, manufacture, and commercialize a Licensed Product (as defined in the August

2024 License Agreement) if the Company receives an offer for, or solicits, a transaction where a third party would obtain the right to

develop, manufacture, or commercialize a Licensed Product.

If AstraZeneca exercises such right, the parties will negotiate in good faith

for an agreed period of time on an exclusive basis.

party may terminate the August 2024 License Agreement for material breach (subject to a cure period) or insolvency of the other party.

2 unchanged sentences

to) the Company ceasing development of all Licensed Products (subject to certain exceptions for normal pauses or gaps between clinical

a result of the above, the Company is no longer funding the development of AZD1656 or AZD5904 under the terms of the Exclusive Funding

a result of the August 2024 License Agreement, the Company is no longer funding the development of AZD1656 or AZD5904 under the terms of the Exclusive Funding

Agreement, dated March 26, 2021 with St George Street Capital (the “Funding Agreement”).

In this regard, the Company previously

entered into a deed of amendment amending such Funding Agreement.

entered into a deed of amendment to such Funding Agreement.

The parties agreed that the project funding provisions of such Funding

14 unchanged sentences

will perform the services to CDT comprised of three phases:

the Initial Phase (0-24 weeks) focuses on establishing a foundation for

collaboration and aligning Sarborg’s services with CDT’s strategic goals;

the Development Phase (24-36 weeks) involves

building technological infrastructure, including dashboards and predictive models;

and the Ongoing Services Phase (36-52 weeks) ensures

the sustained functionality and relevance of Sarborg’s deliverables while supporting CDT’s growth through iterative improvements

Sarborg will create specific deliverables, including reports, computer programs, software applications, APIs, mobile applications,

source code, written technical specifications and designs, operating and maintenance manuals, and other recorded data and information

arising from or relating to the services.

Sarborg will provide all necessary resources to perform the services and deliver the deliverables

in accordance with the Sarborg Service Agreement.

the Initial Phase (0-24 weeks) focuses on establishing a foundation for collaboration

and aligning Sarborg’s services with CDT’s strategic goals;

the Development Phase (24-36 weeks) involves building technological

infrastructure, including dashboards and predictive models;

and the Ongoing Services Phase (36-52 weeks) ensures the sustained functionality

and relevance of Sarborg’s deliverables while supporting CDT’s growth through iterative improvements and updates.

will create specific deliverables, including reports, computer programs, software applications, APIs, mobile applications, source code,

written technical specifications and designs, operating and maintenance manuals, and other recorded data and information arising from

or relating to the services.

Sarborg will provide all necessary resources to perform the services and deliver the deliverables in accordance

with the Sarborg Service Agreement.

Sarborg Service Agreement has an initial term of 12 months, which commenced in December 2024, and may be renewed or extended upon mutual

17 unchanged sentences

limitation of liability, and insurance requirements.

consideration of the services, CDT agreed to pay Sarborg an initial cash payment of $ 0.2

million and $ 0.2

million payable through the issuance of 1,515

shares of Common Stock, determined by the closing price on the day preceding the execution of the Sarborg Service Agreement.

initial cash payment of $ 0.2

million was made on December 20, 2024, and the 1,515

shares of Common Stock were issued on January 17, 2025.

Further milestone payments payable in conjunction with the achievement of

certain milestones over the term of the Sarborg Service Agreement, totaling up to $ 1.8

million, are payable in cash or stock, at the discretion of CDT.

Sarborg will be reimbursed for pre-approved, necessary, and

reasonable out-of-pocket expenses directly incurred in connection with the performance of the services.

The initial cash

payment of $ 0.2 million

and issuance of 1,515 shares

of Common Stock were recorded to prepaid expense and will be amortized over the initial term of the Sarborg Service Agreement to

research and development expense.

For the three and six months ended June 30, 2025, the Company recorded amortization expense of

$ 0.1 million

and $ 0.2 million,

respectively, with research and development expense in the condensed consolidated statement of operations and comprehensive income

loss, respectively.

As of June 30, 2025, $ 0.2

million of the prepaid balance remains within the condensed consolidated balance sheets.

Under the Sarborg Service Agreement, the

Company will be provided with a dashboard that will be utilized for both the Company’s existing and future asset portfolio.

Specifically,

the dashboard includes a clinical trial monitoring functionality and a

dynamic pharmaceutical patent landscape module to assess both the Company’s current assets undergoing clinical trials and delisted

patents in the marketplace that may be overlooked by other market participants.

These features will be used by management to monitor progress,

assess trial status, identify new opportunities, and support decision-making across all current and future development programs.

assessed the guidance in ASC 730 and determined that $ 0.4 million of total cost of the acquired asset should be capitalized as the dashboard

is considered a purchased diagnostic asset with alternative future use.

Management determined that the dashboard has a useful life of

The dashboard was placed in service on March 18, 2025.

During the three and six months ended June 30, 2025, the Company recorded

$ 50 thousand and $ 57 thousand in amortization expense, respectively.

consideration of the services, CDT agreed to pay Sarborg an initial cash payment of $ 0.2 million and $ 0.2 million payable through the

issuance of 189 shares of Common Stock, determined by the closing price on the day preceding the execution of the Sarborg Service Agreement.

The initial cash payment of $ 0.2 million was made on December 20, 2024, and the 189 shares of Common Stock were issued on January 17,

Further milestone payments payable in conjunction with the achievement of certain milestones over the term of the Sarborg Service

Agreement, totaling up to $ 1.8 million, are payable in cash or stock, at the discretion of CDT.

Sarborg will be reimbursed for pre-approved,

necessary, and reasonable out-of-pocket expenses directly incurred in connection with the performance of the services.

initial cash payment of $ 0.2 million and issuance of 189 shares of Common Stock were recorded to prepaid expense and will be amortized

over the initial term of the Sarborg Service Agreement to research and development expense.

For the three and nine months ended September

30, 2025, the Company recorded amortization expense of $ 0.1 million and $ 0.3 million, respectively, with research and development expense

in the condensed consolidated statement of operations and comprehensive income loss, respectively.

As of September 30, 2025, $ 0.1 million

of the prepaid balance remains within the condensed consolidated balance sheets.

the Sarborg Service Agreement, the Company will be provided with a dashboard that will be utilized for both the Company’s existing

and future asset portfolio.

Specifically, the dashboard includes a clinical trial monitoring functionality and a dynamic pharmaceutical

patent landscape module to assess both the Company’s current assets undergoing clinical trials and delisted patents in the marketplace

that may be overlooked by other market participants.

These features will be used by management to monitor progress, assess trial status,

identify new opportunities, and support decision-making across all current and future development programs.

The Company assessed the

guidance in ASC 730 and determined that $ 0.4 million of total cost of the acquired asset should be capitalized as the dashboard is considered

a purchased diagnostic asset with alternative future use.

Management determined that the dashboard has a useful life of two years.

dashboard was placed in service on March 18, 2025.

During the three and nine months ended September 30, 2025, the Company recorded $ 50

thousand and $ 0.1 million in amortization expense, respectively.

other costs under the Sarborg Service Agreement shall be expensed as incurred and recorded within research and development expense in

1 unchanged sentence

research and development activities.

the three and six months ended June 30, 2025, Sarborg was paid $ 0.5 million and $ 1.2 million, respectively, for completed milestones under the Sarborg

Service Agreement and had an outstanding payable balance of $ 0.2 million as of June 30, 2025.

The Company recorded $ 0.7 million and $ 1.5 million in expense within research and development expense

in the condensed consolidated statement of operations and comprehensive income loss for the three and six months ended June 30, 2025,

respectively.

The remaining $ 0.4 million was related to the delivery of the dashboard, which was recorded as a diagnostic asset

on the condensed consolidated balance sheet as of March 31, 2025.

the three and nine months ended September 30, 2025, Sarborg was paid $ 0.2 million and $ 2.0 million, respectively, for completed milestones

under the Sarborg Service Agreement and did not have an outstanding payable balance as of September 30, 2025.

The Company recorded $ 0.1

million and $ 1.7 million in expense within research and development expense in the condensed consolidated statement of operations and

comprehensive income loss for the three and nine months ended September 30, 2025, respectively.

The remaining $ 0.4 million was related

to the delivery of the dashboard, which was recorded as a diagnostic asset on the condensed consolidated balance sheet as of March 31,

Additional Agreement

March 31, 2025, the Company entered into an additional license and use agreement (the “Sarborg Additional Agreement”) with

Sarborg, a related party, covering certain additional deliverables and incorporating a new scope of work focused on analysis of the Company’s

acquired AstraZeneca assets.

The term of the Sarborg Additional Agreement is for six months and provides for the payment, in aggregate,

of $ 2.0 million, which includes an up-front license fee for the term of such agreement, in cash or stock at the Company’s election

at the closing price on the day preceding the effective date of such agreement.

On March 31, 2025, the Company prepaid $ 1.65 million

of the Sarborg Additional Agreement through the issuance of 15,449 fully vested unregistered shares of Common Stock.

The Company recorded

the shares issued under the Sarborg Additional Agreement at their fair value, as determined by the closing price of the Company’s

Common Stock on March 30, 2025, $ 106.80 , and adjusted for a 7 % discount for lack of marketability, as determined by a third-party valuation

Effective May 2, 2025, the term was extended to be 12 months from the effective date of the Sarborg Additional Agreement at no

additional cost to the Company.

The Company recorded the fair value of $ 1.5 million as prepaid within the condensed consolidated balance

During the three and nine months ended September 30, 2025, the Company recorded research and development expense of $ 0.4 million

and $ 0.8 million within the condensed consolidated statements of operations and comprehensive loss related to the amortization of the

As of September 30, 2025, $ 0.7 million of the prepaid balance remains within the condensed consolidated balance sheets.

the three and nine months ended September 30, 2025, Sarborg was paid $ 0.1 million and $ 0.4 million for deliverables under the Sarborg

Additional Agreement and had no outstanding payable balance as of September 30, 2025.

The Company recorded the $ 0.4 million and $ 1.3

million in expense within research and development expense in the condensed consolidated statement of operations and comprehensive income

loss for the three and nine months ended September 30, 2025.

Addendum to the SARBORG Additional Agreement

July 1, 2025 the Company entered into an Addendum (the “First Addendum”) to the Additional Agreement with Sarborg,

a related party.

Under the terms of the Addendum, Sarborg will expand the scope of the Additional Agreement to provide external analysis

of third-party pharma companies assets suitable for drug re-purposing and evaluate the efficacy of the assets utilizing Conduit’s

license to Sarborg’s machine learning platform.

The scope of work is expected to be completed in 4 weeks, which may be renewed

or extended upon the mutual written agreement of the parties.

The total consideration for the additional services, payable in cash in

two tranches, was $ 0.3 million.

The Company paid $ 0.3 million during the three and nine months ending September 30, 2025 and included

in the consolidated statement of operations and comprehensive loss.

Addendum to the SARBORG Additional Agreement

August 11, 2025 the Company entered into Addendum 2 (the “Second Addendum”) to the Additional Agreement with Sarborg.

the terms of the Second Addendum, Sarborg expanded the scope of work to integrate a Cryptocurrency AI Agent, developed specifically for

identifying, forecasting and recommending digital currencies into CDT Equity’s operations as part of its treasury strategy.

term of the Second Addendum is a minimum of four (4) months, which may be renewed or extended upon the mutual written agreement of

the Company and Sarborg.

The initial consideration for the expanded scope of work was $ 0.2

million, which was paid during the three and nine months ended September 30, 2025 and included in the consolidated statement of

operations and comprehensive loss.

The Company agreed to pay further consideration of $ 0.2

million in cash or shares, at the Company’s sole discretion, at such time as the Company invests more than $ 0.6

million in cryptocurrency as part of its treasury strategy.

The Company accrued $ 0.2

million on the consolidated balance sheet as of September 30, 2025.

In total, the Company

recorded $ 1.2

million and $ 3.6

million of research and development expense for the three and

nine months ended September 30, 2025, respectively, all of which related to services and costs incurred through the SARBORG Agreement,

SARBORG Additional Agreement, First Addendum to the SARBORG Additional Agreement and the Second Addendum to the SARBORG Additional Agreement,

collectively.

Service Agreement – CDT Equity Inc.

4 unchanged sentences

to CDT, including the evaluation of compounds in animal models and other related services.

The services are defined in individual

Statements of Work (“SOWs”) or Protocols, which outline the specific scope, design, and timelines for each study.

one SOW, dated February 11, 2025, has been entered into with a total commitment of $ 0.2 million.

Charles River will conduct the studies

in compliance with applicable laws and industry standards, and CDT will provide necessary test articles and materials.

River MSA includes provisions for confidentiality, intellectual property ownership, indemnification, and dispute resolution.

River MSA has a term of five years and can be terminated by either party under specified conditions.

For the three and six months ended

June 30, 2025, the Company recognized $ 0.1 million in research and development expense in the condensed consolidated statement of operations

and comprehensive loss related to the Charles River MSA.

Additional Agreement

March 31, 2025, the Company entered into an additional license and use agreement (the “Sarborg Additional Agreement”)

with Sarborg, a related party, covering certain additional deliverables and incorporating a new scope of work focused on analysis of

the Company’s acquired AstraZeneca assets.

The term of the Sarborg Additional Agreement is for six months and provides for the

payment, in aggregate, of $ 2.0

million, which includes an up-front license fee for the term of such agreement, in cash or stock at the Company’s election at

the closing price on the day preceding the effective date of such agreement.

On March 31, 2025, the Company prepaid $ 1.65

million of the Sarborg Additional Agreement through the issuance of 123,595

fully vested unregistered shares of Common Stock.

The Company recorded the shares issued under the Sarborg Additional Agreement at

their fair value, as determined by the closing price of the Company’s Common Stock on March 30, 2025, $ 13.35 ,

and adjusted for an 7 %

discount for lack of marketability, as determined by a third-party valuation expert.

Effective May 2, 2025, the term was extended to

be 12 months from the effective date of the Sarborg Additional Agreement at no additional cost to the Company.

The Company recorded

the fair value of $ 1.5

million as a prepaid within the condensed consolidated balance sheets.

During the three and six months ended June 30, 2025, the

Company recorded research and development expense of $ 0.5

million within the condensed consolidated statements of operations and comprehensive loss related to the amortization of the

As of June 30, 2025, $ 1.0 million of the prepaid balance remains within the condensed consolidated balance sheets.

the three and six months ended June 30, 2025, Sarborg was paid $ 0.3

million for deliverables under the Sarborg Additional Agreement and had an outstanding payable balance of $ 0.1 million as of June 30, 2025.

The Company recorded $ 0.4

million in expense within research and development expense in the condensed consolidated statement of operations and comprehensive

income loss for the three and six months ended June 30, 2025.

The services are defined in individual Statements

of Work (“SOWs”) or Protocols, which outline the specific scope, design, and timelines for each study.

To date, one SOW,

dated February 11, 2025, has been entered into with a total commitment of $ 0.2 million.

Charles River will conduct the studies in compliance

with applicable laws and industry standards, and CDT will provide necessary test articles and materials.

The Charles River MSA includes

provisions for confidentiality, intellectual property ownership, indemnification, and dispute resolution.

The Charles River MSA has a

term of five years and can be terminated by either party under specified conditions.

For the three and nine months ended September 30,

2025, the Company recognized $ 0.1 million and $ 0.2 million in research and development expense in the condensed consolidated statement

of operations and comprehensive loss related to the Charles River MSA.

March 25, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Thesprogen PC (“Thesprogen”),

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Common Stock on March 30, 2025, $ 106.80 , and adjusted for a 7 % discount for lack of marketability, as determined by a third-party valuation

The Company recorded the fair value of $ 0.3 million as a prepaid within the condensed consolidated balance sheets.

three and six months ended June 30, 2025, the Company recorded research and development expense of $ 0.1 million within the condensed

consolidated statements of operations and comprehensive loss related to the amortization of the prepaid.

Manoira Joint Development Agreement

The Company recorded the fair value of $ 0.3 million as prepaid within the condensed consolidated balance sheets.

three and nine months ended September 30, 2025, the Company recorded research and development expense of $ 0.1 million and $ 0.2 million

within the condensed consolidated statements of operations and comprehensive loss related to the amortization of the prepaid.

Joint Development Agreement

June 3, 2025, the Company entered into a joint development agreement (the “Joint Development Agreement”) with Manoira

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Andrew Regan, of which he is sole director, and is therefore considered a related party of the Company.

Note 11 for additional details.

for additional details.

to the Joint Development Agreement, CDT granted Manoira a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free

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(the “CDT Assets”).

Manoira will evaluate the CDT Assets’ applicability in animal health, explore veterinary

market opportunities, and provide data from the evaluations to inform CDT’s human clinical programs.

The license does not grant

Manoira the right to distribute, market, promote or sell the products or services that are related to or incorporate the CDT Assets.

Manoira will evaluate the CDT Assets’ applicability in animal health, explore veterinary market

opportunities, and provide data from the evaluations to inform CDT’s human clinical programs.

The license does not grant Manoira

the right to distribute, market, promote or sell the products or services that are related to or incorporate the CDT Assets.

June 3, 2025, in exchange for the approximate $ 0.5 million of consideration to be paid by CDT under the Joint Development Agreement,

CDT issued to Manoira 154,799 shares of its Common Stock, (the “Consideration Shares”) valued at the closing price of

the Common Stock immediately preceding execution of the Joint Development Agreement.

The Company recorded the shares issued under the

Joint Development Agreement at their fair value, as determined by the closing price of the Company’s Common Stock on June 2, 2025,

CDT issued to Manoira 19,349 shares of its Common Stock, (the “Consideration Shares”) valued at the closing price of the

Common Stock immediately preceding execution of the Joint Development Agreement.

The Company recorded the shares issued under the Joint

Development Agreement at their fair value, as determined by the closing price of the Company’s Common Stock on June 2, 2025, $ 31.52 ,

and adjusted for a 20 % discount for lack of marketability, as determined by a third-party valuation expert.

The Company recorded

the fair value of $ 0.4 million as a prepaid within the condensed consolidated balance sheets.

During the three and six months ended June

30, 2025, the Company did no t record amortization expense, as no research and development activities had taken place.

The Company recorded the

fair value of $ 0.4 million as prepaid within the condensed consolidated balance sheets.

During the three and nine months ended September

30, 2025, the Company recorded $ 0.1 million amortization expense for research and development activities provided to date.

Share Based Compensation

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2023 Stock Incentive Plan (the “2023

“2023 Plan”).

The 2023 Plan became effective upon the closing of the Merger.

The 2023 Plan initially provided for the issuance

of up to 7,665 shares of Common Stock.

The 2023 Plan initially provided for the issuance of up

to 958 shares of Common Stock.

Pursuant to the 2023 Plan’s “evergreen” provision, on February 6, 2025 and January 10,

10, 2024, the Company increased the number of shares of Common Stock available for issuance under the 2023 Plan by 4,616 and 2,461 shares,

respectively.

The number of authorized shares will automatically increase on January 1, 2026 and continuing annually on each anniversary

thereof through (and including) January 1, 2033, equal to the lesser of (i) 5 % of the shares of Common Stock outstanding on the last

day of the immediately preceding fiscal year and (ii) such smaller number of shares of Common Stock as determined by the Board or the

applicable committee of the Board.

The 2023 Plan allows for awards to be issued to employees and non-employee directors in the form of

options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance stock units, dividend

equivalents, other stock-based, or other cash-based awards.

As of June 30, 2025, there were 10,712 shares of Common Stock available for

issuance under the 2023 Plan.

2024, the Company increased the number of shares of Common Stock available for issuance under the 2023 Plan by 577 and 307 shares, respectively.

The number of authorized shares will automatically increase on January 1, 2026 and continuing annually on each anniversary thereof through

(and including) January 1, 2033, equal to the lesser of (i) 5 % of the shares of Common Stock outstanding on the last day of the immediately

preceding fiscal year and (ii) such smaller number of shares of Common Stock as determined by the Board or the applicable committee of

The 2023 Plan allows for awards to be issued to employees and non-employee directors in the form of options, stock appreciation

rights, restricted stock, restricted stock units (“RSUs”), performance stock units, dividend equivalents, other stock-based,

or other cash-based awards.

August 5, 2025, at the Company’s 2025 Annual Meeting of Stockholders, stockholders approved an amendment and restatement of the

Company’s 2023 Stock Incentive Plan (as amended, the “Amended 2023 Stock Incentive Plan”) to authorize an additional

250,000 shares of Common Stock for awards under the Amended 2023 Stock Incentive Plan.

The Amended 2023 Stock Incentive Plan was recommended

and approved by the Board on July 8, 2025.

As of September 30, 2025, there were 20,132 shares of Common Stock available for issuance

under the 2023 Plan.

of Directors Shares

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under the Director Compensation Program, in the form of fully vested shares of Common Stock.

In total, $ 0.1 million of

unpaid retainers was settled through the issuance 10,350 unregistered shares of Common Stock (the “Retainer

The Company recorded the Retainer Shares at their fair value, as determined by intraday share prices of the

Company’s Common Stock on March 31, 2025.

In relation to the Retainer Shares, the Company recorded $ 58,000 and $ 0.1 million of expense within general & administration expense in the condensed consolidated statement of operations and

comprehensive loss during the three and six months ended June 30, 2025, respectively.

April 15, 2025, 7,679 shares of the Company’s Common Stock were issued to a non-employee director.

The shares were approved by

the Board as a one-time award for services provided to the Company.

The Company recorded the shares at their fair value,

as determined by the Company’s closing share price on the prior trading day, April 14, 2025.

The Company recorded $ 0.1 million

within general & administration expense in the condensed consolidated statement of operations and comprehensive loss during the three

and six months ended June 30, 2025 in relation to the shares.

In total, $ 0.1 million of unpaid retainers

was settled through the issuance 1,294 unregistered shares of Common Stock (the “Retainer Shares”).

The Company recorded

the Retainer Shares at their fair value, as determined by intraday share prices of the Company’s Common Stock on March 31, 2025.

In relation to the Retainer Shares, the Company recorded nil and $ 0.1 million of expense within general & administration expense

in the condensed consolidated statement of operations and comprehensive loss during the three and nine months ended September 30, 2025,

respectively.

April 16, 2025, 960

shares of the Company’s Common Stock were issued to a non-employee director.

The shares were approved by the Board as a

one-time award for services provided to the Company.

The Company recorded the shares at their fair value, as determined by the

Company’s closing share price on the prior trading day, April 14, 2025.

The Company recorded zero and $ 0.1

million within general & administration expense in the condensed consolidated statement of operations and comprehensive loss

during the three and nine months ended September 30, 2025 in relation to the shares.

August 5, 2025, the Company approved and granted equity awards to non-employee directors under the 2023 Plan, in the form of 5,625 options

to purchase the Company’s Common Stock, which vested immediately upon issuance.

The Company compensation expense based on the weighted-average

fair market value per share of the awards on the grant date of $ 0.1 million.

Cryptocurrency

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The Crypto Consulting Agreement contains

a term of 12 months and required compensation of $ 0.2

million in the form of shares of the Company’s Common Stock.

On June 27, 2025, the Company issued 95,618

shares of Common Stock valued at the closing price for the

previous day, $ 2.51 .

million of compensation was recorded as a prepaid expense in

the condensed consolidated balance sheets.

For the three and six months ended June 30, 2025, the Company recorded $ 3,000

of general and administrative expense within the condensed

consolidated statements of operations and comprehensive loss related to the amortization of the prepaid.

RSU’s or shares of restricted Common Stock were granted during the three or six months ended June 30, 2025.

There were 50 shares

of restricted Common Stock vested as of June 30, 2025 and June 30, 2024.

Company estimates the fair value of each option award on the date of grant using the Black-Scholes option-pricing model.

then recognizes the grant date fair value of each option as compensation expense ratably using the straight-line attribution method over

the service period (generally the vesting period).

The Black-Scholes model incorporates the following assumptions:

volatility – the Company estimates the volatility of the share price of their peer companies at the date of grant using a “look-back”

period which coincides with the expected term, defined below.

The Company believes using a “look-back” period which coincides

with the expected term is the most appropriate measure for determining expected volatility.

term – the Company estimates the expected term using the “simplified” method outlined in SEC Staff Accounting Bulletin

107, “Share-Based Payment.”

interest rate – the Company estimates the risk- free interest rate using the U.S.

Treasury Yield curve for periods equal to

the expected term of the options in effect at the time of grant.

– the Company uses an expected dividend yield of zero because the Company has not declared nor paid a cash dividend, nor are

there any plans to declare a dividend.

Company did not grant stock options during the three and six months ended June 30, 2025 or June 30, 2024.

a term of 12 months and required compensation of $ 0.2 million in the form of shares of the Company’s Common Stock.

2025, the Company issued 11,952 shares of Common Stock valued at the closing price for the previous day, $ 20.08 .

The $ 0.2 million of

compensation was recorded as a prepaid expense in the condensed consolidated balance sheets.

For the three and nine months ended September

30, 2025, the Company recorded $ 0.1 million and $ 0.1 million of general and administrative expense within the condensed consolidated

statements of operations and comprehensive loss related to the amortization of the prepaid expenses.

September 19, 2025, 140,000 and 60,000 shares of the Company’s Common Stock were issued to the Company’s CEO and CFO, respectively.

The shares were approved by the Board as a one-time award for services provided to the Company.

The Company recorded the shares at their

fair value, as determined by the Company’s closing share price on the prior trading day, September 18, 2025.

The Company recorded

$ 1.1 million within general & administration expense in the condensed consolidated statement of operations and comprehensive loss

during the three and nine months ended September 30, 2025 in relation to the shares.

By unanimous written consent of the Board, the Company granted 13,125 Restricted Stock Units to three Board members ( 4,375 RSUs per Board member) for past

services performed on August 12, 2025.

The RSUs fully vested on the grant date and the expense was recorded to general administrative

expense in the condensed consolidated statement of operations and comprehensive loss based upon the CDT closing share price of $ 13.92

on the date of the grants.

were 6 shares of restricted Common Stock vested as of September 30, 2025 and September 30, 2024.

Company granted 5,625 stock options during the three and nine months ended September 30, 2025.

The Company did not grant stock

options during the three and nine months ended September 30, 2024.

Company accounts for forfeitures as they occur, which may result in the reversal of compensation costs in subsequent periods as the forfeitures

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of Stock Option Activity

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Intrinsic Value (in thousands)

(in thousands)

Outstanding at December 31, 2024

Cancelled/forfeited

Outstanding at June 30, 2025

Outstanding at September 30, 2025

aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair

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Common Stock.

As of June 30, 2025, the total compensation cost related to non-vested option awards not yet recognized was $ 1.6 million

As of September 30, 2025, the total compensation cost related to non-vested option awards not yet recognized was $ 1.4 million

with a weighted average remaining vesting period of 1.23 years.

the three months ended June 30, 2025 and June 30, 2024, there was a total of $ 0.2 million and $ 0.5 million, respectively in stock-based

compensation expense recognized within General and Administrative expenses on the condensed consolidated statements of operations and

comprehensive loss, respectively.

the six months ended June 30, 2025 and June 30, 2024, there was a total of $ 0.4 million and $ 0.9 million, respectively in stock-based

compensation expense recognized within General and Administrative expenses on the condensed consolidated statements of operations and

comprehensive loss, respectively.

the six months ended June 30, 2025, and 2024, the Company’s effective tax rate was 0.0 % due to the current year tax loss and valuation allowance established against the Company’s net deferred tax assets,

and due to operating in a zero tax jurisdiction, respectively.

the three months ended September 30, 2025 and 2024, there was a total of $ 1.6 million and $ 0.4 million, respectively in stock-based compensation

expense recognized within general and administrative expenses on the condensed consolidated statements of operations and comprehensive

loss, respectively.

the nine months ended September 30, 2025 and 2024, there was a total of $ 2.0 million and $ 1.3 million, respectively in stock-based compensation

expense recognized within general and administrative expenses on the condensed consolidated statements of operations and comprehensive

loss, respectively.

July 4, 2025, the United States Congress passed the budget reconciliation bill H.R.

1, known as the One Big Beautiful Bill Act

Key provisions include the repeal of Section 174 R&D capitalization requirements, the extension of 100% bonus

depreciation, restoration of the Section 163(j) interest limitation to an EBITDA basis, and the introduction of a 1% charitable contribution

deduction floor.

As of September 30, 2025, the immediate expensing of R&D costs under Section 174, the continuation of 100% bonus

depreciation, and the restoration of the EBITDA-based Section 163(j) limitation are expected to decrease cash taxes in the short term

and generate a federal net operating loss.

These changes did not have a material impact on the Company’s effective tax

the nine months ended September 30, 2025, and 2024, the Company’s effective tax rate was 0.0 % due to the current year tax loss

and valuation allowance established against the Company’s net deferred tax assets, and due to operating in a zero tax jurisdiction,

respectively.

Common Stock and Preferred Stock

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October 23, 2024, the Company entered into the Sales Agreement with A.G.P.

(the “Sales Agreement”) relating to shares of

the Company’s Common Stock.

In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of our

Common Stock having an aggregate offering price of up to $ 23.9

(the “Sales Agreement”) relating to the sale

of shares of the Company’s Common Stock.

In accordance with the terms of the Sales Agreement, the Company may offer and sell

shares of our Common Stock having an aggregate offering price of up to $ 23.9

million from time to time through A.G.P., acting as our sales agent or principal.

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any shares of Common Stock sold under the Sales Agreement.

the three and six months ended June 30, 2025, the Company sold 1,183,221 and 1,472,945 shares of the Company’s Common Stock through

the Sales Agreement, respectively.

The Company received proceeds of $ 11.9 million, net of commissions payable to A.G.P.

of $ 0.4 million.

As of the date of this Quarterly Report on Form 10-Q, the Company has approximately $ 8.0 million available under the Sales Agreement.

the three and nine months ended September 30, 2025, the Company sold 704,270

shares of the Company’s Common Stock through the Sales Agreement, respectively.

For the nine months ended September 30, 2025,

the Company received proceeds of $ 18.0

million, net of commissions payable to A.G.P.

As of the date of this Quarterly Report on Form 10-Q, the Company has utilized the remaining $ 1.8

million available under the Sales Agreement (see Note 16).

Repurchase Program

April 10, 2025, the Company’s Board of Directors authorized a share repurchase program under which the Company may purchase up

to $ 1.0 million of its outstanding Common Stock.

million of its outstanding Common Stock.

Under the program, CDT may repurchase shares from time to time through open market

transactions or other methods in compliance with SEC Rule 10b-18.

Purchases will be executed by The Benchmark Company, the Company’s

appointed broker, and will be subject to market conditions, corporate liquidity requirements, regulatory considerations, and other factors.

As of June 30, 2025, the Company has repurchased an aggregate of 11,713 shares of its outstanding Common Stock at an average price of

$ 8.85 /share and paid approximately $ 2,000 in commission to the broker.

The repurchased shares are recorded as treasury stock within

the condensed consolidated balance sheets.

Purchases will be executed by The Benchmark Company, the

Company’s appointed broker, and will be subject to market conditions, corporate liquidity requirements, regulatory

considerations, and other factors.

As of September 30, 2025, the Company has repurchased an aggregate of 1,464

shares of its outstanding Common Stock at an average price of $ 70.80 per

share and paid approximately $ 2,000

in commission to the broker.

The repurchased shares were recorded as treasury stock within the condensed consolidated balance

During the third quarter, the Company cancelled all of the previously repurchased shares and removed the share activity

from treasury stock on the condensed consolidated statements of changes in shareholders’ deficit.

As of September 30, 2025, no balance

remains within treasury stock on the condensed consolidated balance sheets and the cancelled shares are no longer included within the

issued and outstanding Common Stock balance.

Net Loss Per Share Attributable to Common Stockholders

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of Potentially Dilutive Securities

As of June 30,

September 30,

Public Warrants

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April 2024 Warrants

Restricted stock units

2024 Warrants

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The Chief Executive Officer and principal owner of Corvus, Dr.

Andrew Regan, is a member of the Board and was appointed as the Chief Executive Officer of the Company on April 15, 2025.

Regan has not entered into

any compensation plans and will continue to waive all compensation fees in connection with his service as Chief Executive Officer of

the Company, and is entitled to reimbursement of expenses incurred in connection with his role as Chief Executive Officer.

the three months ended June 30, 2025 and 2024, the Company incurred director travel expenses payable to Dr.

Andrew Regan, is a member of the Board and

was appointed as the Chief Executive Officer of the Company on April 15, 2025.

Regan has not entered into any compensation plans

and will continue to waive all compensation fees in connection with his service as Chief Executive Officer of the Company and is entitled

to reimbursement of expenses incurred in connection with his role as Chief Executive Officer.

the three months ended September 30, 2025 and 2024, the Company incurred director travel expenses payable to Dr.

Regan of approximately

$ 0.2 million and $ 0.1 million, respectively.

For the six months ended June 30, 2025 and 2024, the Company incurred director travel expenses

payable to Dr.

For the nine months ended September 30, 2025 and 2024, the Company incurred director travel

expenses payable to Dr.

Regan of approximately $ 0.5 million and $ 0.4 million, respectively.

As of June 30, 2025, and December 31, 2024, the Company

did not owe Dr.

As of September 30, 2025, and December 31,

2024, the Company did not owe Dr.

Regan any director’s fees, as Dr.

Regan and the Company agreed to cease director’s fees effective at the

closing of the Merger.

Regan and the Company agreed to cease director’s fees

effective at the closing of the Merger.

September 2023, concurrently with the completion of the Merger, pursuant to the PIPE Subscription Agreement (the “PIPE Subscription

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Common Stock and PIPE Warrants (the “PIPE Warrants”) to purchase 166 shares of Company Common Stock.

At the time of the

execution of the PIPE Subscription Agreement, Corvus and its affiliates entered into a participation and inducement agreement with Nirland

whereby Corvus agreed to provide certain payments and economic benefits to Nirland.

In certain circumstances, Nirland may have a right

to cause Corvus to transfer 20,032 shares held by Corvus to Nirland.

At the time of the execution

of the PIPE Subscription Agreement, Corvus and its affiliates entered into a participation and inducement agreement with Nirland whereby

Corvus agreed to provide certain payments and economic benefits to Nirland.

In certain circumstances, Nirland may have a right to cause

Corvus to transfer 2,504 shares held by Corvus to Nirland.

August 6, 2024, the Company entered into the August 2024 Nirland Note with Nirland, a related party of the Company.

The Company determined

that Nirland was a related party due to Nirland’s ownership interest in the Company concurrently with the execution of the August

2024 Nirland Note.

Additionally, on October 28, 2024, the Company issued the October 2024 Nirland Note to Nirland, and on October 31,

2024, the Company and Nirland amended the August 2024 Nirland Note, and on November 22, 2024, the Company and Nirland amended the August

2024 Nirland Note for a second time.

As of June 30, 2025, no obligations remained under the terms of the August 2024 Nirland Note and

October 2024 Nirland Note, and Nirland did not own or beneficially own shares of the Company’s Common Stock.

Refer to Note 4 and

Note 5 for additional information.

December 12, 2024, and March 31, 2025, the Company entered into the Sarborg Service Agreement and the Sarborg Additional Agreement,

respectively.

Andrew Regan, Chief Executive Officer and member of the Board, also sits on the board of

directors of Sarborg but does not have an equity interest in Sarborg.

On January 17, 2025, the Company issued 1,515 shares of fully

vested unregistered Common Stock as an initial fee for the Sarborg Services Agreement.

determined that Nirland was a related party due to Nirland’s ownership interest in the Company concurrently with the execution

of the August 2024 Nirland Note.

Additionally, on October 28, 2024, the Company issued Nirland the October 2024 Nirland Note;

on October 31, 2024, the Company and Nirland amended the August 2024 Nirland Note;

and on November 22, 2024, the

Company and Nirland amended the August 2024 Nirland Note for a second time.

As of September 30, 2025, no obligations remained under

the terms of the August 2024 Nirland Note and October 2024 Nirland Note, and Nirland did not own or beneficially own shares of the

Company’s Common Stock.

Refer to Note 5 and Note 6 for additional information.

December 12, 2024, March 31, 2025, July 1, 2025 and August 11, 2025, the Company entered into the Sarborg Service Agreement, the Sarborg

Additional Agreement, the First Addendum and Second Addendum respectively.

Andrew Regan, Chief Executive Officer and member of the

Board, also sits on the board of directors of Sarborg but does not have an equity interest in Sarborg.

On January 17, 2025, the Company

shares of fully vested unregistered Common Stock as an initial

fee for the Sarborg Services Agreement.

The fair value of the shares issued was $ 0.2

million and was recorded as a prepaid within the condensed consolidated balance sheets.

The shares are being amortized over the

initial 12 month term of the Sarborg Service Agreement to research and development expense.

million and was recorded as prepaid within the condensed consolidated

balance sheets.

The shares are being amortized over the initial 12-month term of the Sarborg Service Agreement to research and development

On March 31, 2025, the Company issued 15,449

fully vested unregistered shares of Common Stock to prepay the Sarborg Additional Agreement.

fully vested unregistered shares of Common Stock to prepay

the Sarborg Additional Agreement.

The fair value of the shares issued was $ 1.5

million and was recorded as a prepaid within the condensed consolidated balance sheets.

During the three and six months ended June

30, 2025, the Company recorded $ 0.7

million and was recorded as prepaid within the condensed consolidated

balance sheets.

There were no share issuances for initial fees payable to Sarborg in relation to the First Addendum and Second

During the three and nine months ended

September 30, 2025, the Company recorded $ 0.1

million and $ 1.7

million as research and development expense related to the Sarborg Service Agreement, respectively.

During the three and six months

ended June 30, 2025, the Company recorded $ 0.8

million, respectively, in research and development expense related to the Sarborg Service Agreement.

During the three and nine

months ended September 30, 2025, the Company recorded $ 0.4

million and $ 1.3

million as research and development expense related to the Sarborg Additional Agreement.

Refer to Note 6 above for additional

During the three and nine months ended September 30, 2025, the Company recorded $ 0.3 million and $ 0.3 million as research and development

expense related to the First Addendum.

During the three and nine months ended September 30, 2025, the Company recorded $ 0.4 million and

$ 0.4 million as research and development expense related to the Second Addendum.

Refer to Note 7 above for additional information.

and Directors

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June 3, 2025, the Company entered into a joint development agreement (the “Joint Development Agreement”) with Manoira

Andrew Regan, Chief Executive Officer and member of the Board, also is a director and

controlling member of Manoira.

Chele Farley, a member of the Board, is Manoira’s sole director.

Through the Joint Development Agreement, the Company and Manoira intend to jointly evaluate AZD1656, and any of its derivatives, as

well as AZD5658, in animal health indications and produce transitional data to inform the Company’s human clinical programs

while exploring veterinary market opportunities.

The Company delivered shares of the Company’s Common Stock worth $ 0.5

million to Manoira as its contribution to the Joint Development Agreement, with Manoira bearing

all subsequent costs incurred during the joint development period.

During the three and six months ended June 30, 2025, the Company

recorded a $ 0.4

million prepaid expense related to the Joint Development Agreement.

Refer to Note 6 for additional details.

Andrew Regan, Chief Executive Officer and member of the Board, also is a director and controlling member of

Through the Joint Development Agreement, the Company

and Manoira intend to jointly evaluate AZD1656, and any of its derivatives, as well as AZD5658, in animal health indications and

produce transitional data to inform the Company’s human clinical programs while exploring veterinary market opportunities.

Company delivered shares of the Company’s Common Stock worth $ 0.5

million to Manoira as its contribution to the Joint Development Agreement, with Manoira bearing all subsequent costs incurred during

the joint development period.

During the three and nine months ended September 30, 2025, the Company recorded $ 0.1

million of research and development expense in the condensed consolidated statement of operations and comprehensive loss.

September 30, 2025, the Company has a $ 0.3

million prepaid expense related to the Joint Development Agreement recorded in the condensed consolidated balance sheet.

Note 7 for additional details.

Other Expense, net

following table presents other income (expense), net, for the three and six months ended June 30, 2025 and 2024 (in thousands):

following table presents other income (expense), net, for the three and nine months ended September 30, 2025 and 2024 (in thousands):

of Other Expense, Net

For the three months ended

For the six months ended

September 30,

For the nine months ended

September 30,

Other income:

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Gain on waiver of accrued interest

Research and development tax receivable

Gain on the issuance of shares for services

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Loss on the change in fair value of convertible notes payable

Loss on the change in fair value of digital assets

Interest expense

Interest expense on deferred commission payable

Interest expense on convertible promissory note payable

Amortization of debt issuance costs

Loss on contingent liability

Loss on issuance of warrants for lock-up

Unrealized foreign currency transaction loss

Total other expense

Total other expense, net

Classified Warrants

Publicly Traded Warrants, Private Placement Warrants, March 2024 Warrants, and the April 2024 Warrants (collectively the “Equity

Classified Warrants”), are classified within permanent equity on the condensed consolidated balance sheets, as the settlement amount

would equal the difference between the fair value of a fixed number of shares and a fixed monetary amount (or a fixed amount of a debt

Traded and Private Placement Warrants

to MURF’s initial public offering, the Company sold 8,817 units at a price of $ 15,000 per unit.

Each unit consisted of one share

of MURF Class A common stock and one redeemable warrant “the “Publicly Traded Warrant”).

Each whole Publicly Traded

Warrant entitled the holder to purchase one share of Class A common stock at a price of $ 17,250 per share, subject to adjustment.

warrants are publicly traded on The Nasdaq Capital Market under the trading symbol “CDTTW”.

Simultaneously

with the closing of its initial public offering, MURF consummated the private sale to the Sponsor of 503 private placement units at a

price of $ 15,000 per private placement unit.

Each private placement unit was comprised of one share of MURF Class A common stock and

one warrant (the “Private Placement Warrant”).

Each Private Placement Warrant was exercisable to purchase one share of MURF

Class A common stock at a price of $ 17,250 per share, subject to adjustment.

The private placement units (including the Class A common

stock issuable upon exercise of the warrants included in the private placement units) were not transferable, assignable, or saleable

until 30 days after the completion of a Merger, subject to certain exceptions.

the closing of the Merger, the Company assumed the Publicly Traded Warrants and Private Placement Warrant.

The Publicly Traded Warrant

and Private Placement Warrant were amended to entitle each holder to purchase one share of the Company’s Common Stock.

2024 Warrants

March 20, 2024, the Company issued in a private placement equity classified Common Stock purchase warrants (the “March 2024

Warrants”) to an investor to purchase up to an aggregate 173 shares

of the Company’s Common Stock, in exchange for entering into a lock-up with respect to the shares of Common Stock held by such

holder (the “March Lock-Up Agreement”).

The Company recognized at $ 0.5 million

loss on the issuance of the warrants during the six months ended June 30, 2024.

The Company determined that the March 2024 Warrants

should be classified within equity and estimated the fair value of the warrants issued as of March 20, 2024, using a Black-Scholes

option-pricing model utilizing the following assumptions:

of Black-Scholes Option Pricing Model

March 20, 2024

Closing stock price

Contractual exercise price

Risk-free rate

Estimated volatility

Time period to expiration

fair value of $ 0.5 million was calculated and recorded within additional paid-in capital on the condensed consolidated balance sheets.

The March 2024 Warrants are not exercisable until one year after their date of issuance.

Each March 2024 Warrant is exercisable into

one share of the Company’s Common Stock at a price per share of $ 4,770 (as adjusted from time to time in accordance with the terms

thereof) for a two-year period after the date of exercisability.

There is no established public trading market for the March 2024 Warrants.

Notwithstanding the foregoing, the March 2024 Warrants shall vest, and not be subject to forfeiture, with respect to 25% of such March

2024 Warrants commencing on the 90th day after the date of the March Lock-Up Agreement and 25% on each subsequent 90-day anniversary ,

in each case vesting only if the holder agrees to continue to have its shares of Common Stock remain locked up pursuant to the March

Lock-Up Agreement on such date.

2024 Warrants

April 20, 2024, the Company issued in a private placement equity classified Common Stock purchase warrants (the “April 2024 Warrants”)

to shareholders’ of the Company to purchase up to an aggregate 965 shares of the Company’s Common Stock, in exchange for

(1) $ 187.50 per warrant, and (2) entering into a lock-up with respect to the shares of Common Stock held by such holders (the “April

Lock-Up Agreement”).

605 of the total April 2024 Warrants issued were issued to directors, related parties and management of the

The Company determined that the April 2024 Warrants should be classified within equity and estimated the fair value of the warrants

as of April 20, 2024, using a Black-Scholes option-pricing model utilizing the following assumptions:

April 20, 2024

Closing stock price

Contractual exercise price

Risk-free rate

Estimated volatility

Time period to expiration

fair value of $ 2.4 million was calculated and recorded within additional paid-in capital on the condensed consolidated balance sheets.

The April 2024 Warrants are not exercisable until one year after their date of issuance.

Each April 2024 Warrant is exercisable into

one share of the Company’s Common Stock at a price per share of $ 4,680 (as adjusted from time to time in accordance with the terms

thereof) for a two-year period after the date of exercisability.

There is no established public trading market for the April 2024 Warrants.

Notwithstanding the foregoing, the April 2024 Warrants shall vest, and not be subject to forfeiture, with respect to 25% of such April

2024 Warrants commencing on the 90th day after the date of the April Lock-Up Agreement and 25% on each subsequent 90-day anniversary ,

in each case vesting only if the holder agrees to continue to have its shares of Common Stock remain locked up pursuant to the April

Lock-Up Agreement on such date.

Classified Warrants

PIPE Warrants, A.G.P.

Warrants, and the A.G.P 2024 Warrants (collectively the “Liability Classified Warrants”), are classified

as derivative liabilities because they do not meet the criteria in ASC 815-40 to be considered indexed to the entity’s own stock

as the warrants could be settled for an amount that is not equal to the difference between the fair value of a fixed number of the entity’s

shares and a fixed monetary amount.

The Liability Classified Warrants are initially measured at fair value and are remeasured at fair

value at subsequent financial reporting period end dates and upon exercise (see Note 3 for additional information regarding fair value).

the three months ended June 30, 2025 and 2024, the Company remeasured the fair value of the Liability Classified Warrants and recorded

a gain on the change in the fair value of $ 6,000 and $ 0.1 million, respectively.

For the six months ended June 30, 2025 and 2024,

the Company remeasured the fair value of the Liability Classified Warrants and recorded a gain on the change in the fair value of $ 0.1

million in each period.

The gains were recorded to other income (expense), net, on the condensed consolidated statements of operations

and comprehensive loss.

As of June 30, 2025 and December 31, 2024, the condensed consolidated balance sheets contained warrant liabilities

of $ 1,000 and $ 0.1 million, respectively.

Warrants and A.G.P.

closing of the Merger, 1,333 PIPE Warrants were issued to the PIPE Investors pursuant to subscription agreements.

The warrants provide

the PIPE Investors the right to purchase up to 1,333 shares of Common Stock at an exercise price of $ 17,250 .

Additionally, on the Closing

Date of the Merger, the Company issued 36 A.G.P.

Warrants to an advisor for services provided directly related to the Merger.

provide the advisor the right to purchase up to 36 shares of Common Stock at an exercise price of $ 16,500 per share.

warrants issued to the PIPE Investors and the advisor contain materially the same terms and are exercisable for a period of five years,

beginning on October 22, 2023.

December 11, 2024, the Company reduced the exercise price of the PIPE Warrants to be $ 132.45 , at which time all PIPE Warrants were exercised.

The Company received approximately $ 0.2 million of proceeds from the exercise of the Warrants, all of which was used to pay down the

October 2024 Nirland Note.

As of June 30, 2025, there are no outstanding PIPE Warrants.

2024 Warrants

partial consideration for an advance issued to the Company by A.G.P.

on October 29, 2024, the Company issued A.G.P.

Warrants (the “A.G.P.

2024 Warrants”) to purchase up to 1,908 shares of the Company’s Common Stock at an exercise price of $ 157.20 per share.

Company determined that the A.G.P.

2024 Warrants should be classified as a liability and recorded at fair value through use of a Black-Scholes

option-pricing model.

Refer to Note 3 for additional information.

Commitments and Contingencies

5 unchanged sentences

does not become material in the future.

As of June 30, 2025, a contingency of $ 0.4 million is considered probable and reasonably estimable

in relation to the Company’s legal proceedings.

As such, the Company accrued an estimated liability in the accompanying financial

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

As of September 30, 2025, a contingency of $ 0.4 million is considered probable and reasonably

estimable in relation to the Company’s legal proceedings.

As such, the Company accrued an estimated liability in the accompanying

financial statements.

In August 2023, prior to the Business Combination, Conduit Pharmaceuticals

Limited, our now wholly-owned subsidiary, received a letter from

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

3 unchanged sentences

of the completion of the Business Combination, to be issued 4,333 shares of Common Stock.

The trial in this matter remains scheduled

for October 20, 2025.

We intend to vigorously defend against these claims.

Regardless of its outcome, the litigation may impact our business

due to, among other things, legal costs and the diversion of the attention of our management.

The trial in this matter concluded during October 2025, with a determination

not expected until the first quarter of 2026.

Regardless of its outcome, the litigation may impact our business due to, among other factors,

legal costs and the diversion of management’s attention.

November and December 2024, the Company received a letter from St George Street Capital and formal complaints filed with the Intellectual

Property Office claiming the Company was assigned the US Application, and was not the sole owner, of the AZD 1656 co-crystal patent.

In January 2025, CDT issued a counter statement to the Intellectual Property Office disputing the claim filed by St George Street

As of June 30, 2025, the range of possible loss cannot be estimated and is not considered probable.

As such, the Company has

not accrued a loss contingency in the accompanying financial statements.

We intend to vigorously defend against these claims.

of its outcome, the litigation may impact our business due to, among other things, legal costs and the diversion of the attention of

our management.

Company has a lease agreement with respect to approximately 2,100 square feet of space in Cambridge, England, for a lease term from March 2024 to January 2027.

As of June 30, 2025, the Company has a right-of-use asset of $ 0.2 million and corresponding

lease liability of $ 0.2 million recorded on the condensed consolidated balance sheets.

Of the $ 0.2 million lease liability, $ 0.1 million

is classified as short-term and $ 46,000 is classified as long-term.

As of June 30, 2025, the Company has $ 0.2 million in future

minimum lease payments remaining.

In January 2025, CDT issued a counterstatement to the Intellectual Property Office disputing the claim filed by St George Street Capital.

As of September 30, 2025, the range of possible loss cannot be estimated and is not considered probable.

As such, the Company has not

accrued a loss contingency in the accompanying financial statements.

The Company intends to vigorously defend against these claims.

of its outcome, the litigation may impact our business due to, among other factors, legal costs and the diversion of management’s attention.

Company has a lease agreement for approximately 2,100 square feet of space in Cambridge, England, with a term from March 2024 to January

As of September 30, 2025, the Company has a right-of-use asset of $ 0.2 million and a corresponding lease liability of $ 0.2 million

recorded on the condensed consolidated balance sheets.

Of the $ 0.2 million in lease liability, $ 0.1 million is classified as short-term

and $ 8 thousand as long-term.

As of September 30, 2025, the Company has $ 0.2 million in future minimum lease payments remaining.

Company has one operating segment focused on the research and development of clinical assets.

1 unchanged sentence

segment are identical to those described in Note 1.

The Chief Operating Decision Maker (“CODM”), which the Company has identified as Dr.

Andrew Regan, Chief Executive Officer,

manages the Company’s operations on a consolidated basis, assesses performance for the operating segment and decides how to allocate

resources based on consolidated net loss, which is reported on the condensed consolidated statements of operations and comprehensive

Depreciation expense, amortization expense, stock-based compensation expense, and non-cash lease expense are significant noncash

items included in consolidated net loss reviewed by the CODM and are reported on the consolidated statements of cash flows.

of segment assets is reported on the consolidated balance sheets as total consolidated assets.

Expenditures for additions to long-lived

assets, which include purchases of property and equipment, are included in total consolidated assets reviewed by the chief operating

decision maker and are reported on the consolidated statements of cash flows.

CODM uses consolidated net loss and budget-to-actual variances to assess the performance of the operating segment and determine if the

Company is progressing towards its goals.

following table presents certain financial data for the Company’s reportable segment (in thousands):

The Chief Operating Decision Maker (“CODM”), which the Company has identified

Andrew Regan, Chief Executive Officer, manages the Company’s operations on a consolidated basis, assesses performance for

the operating segment and decides how to allocate resources based on consolidated net loss, which is reported on the condensed consolidated

statements of operations and comprehensive loss.

Depreciation expense, amortization expense, stock-based compensation expense, and non-cash

lease expense are significant noncash items included in consolidated net loss reviewed by the CODM and are reported on the consolidated

statements of cash flows.

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

Expenditures for additions to long-lived assets, which include purchases of property and equipment, are included in total consolidated

assets reviewed by the CODM and are reported on the consolidated statements of cash flows.

CODM uses consolidated net loss and budget-to-actual variances to assess the operating segment’s performance and determine whether

the Company is progressing towards its goals.

following table presents specific financial data for the Company’s reportable segment (in thousands):

of Financial Data for the Company’s Reportable Segment

Three Months ended

September 30,

Nine Months ended

September 30,

(Dollar amounts in thousands)

2 unchanged sentences

Research & development expense – related parties

Research & development expense – related parties-digital assets

General and administrative expenses – legal & professional fees

2 unchanged sentences

General and administrative expenses - other

General and administrative expenses - digital asset

Total operating costs and expenses

7 unchanged sentences

Subsequent Events

- Additional Agreement Addendum

July 1, 2025 the Company entered into an Addendum to the Additional Agreement with Sarborg Limited, a related party.

Under the terms

of the Addendum, Sarborg will expand the scope of the Additional Agreement to provide external analysis of third-party pharma

companies assets suitable for drug re-purposing and evaluate the efficacy of the assets utilizing Conduit’s license to

Sarborg’s machine learning platform.

The scope of work is expected to be completed in 4 weeks, which may be renewed or

extended upon the mutual written agreement of the Parties.

The total consideration for the additional services, payable in cash in

two tranches, was $ 0.3 million.

The Company paid the full $ 0.3 million

as of the date of this filing.

of Permanent Chief Financial Officer

August 4, 2025, the Company appointed James Bligh, co-founder, director and Interim Chief Financial Officer as the permanent Chief Financial

Officer of the Company.

Bligh’s compensation will remain unchanged and he will continue to serve as a member of the Board.

Change to CDT Equity Inc.

August 5, 2025, the Company filed a certificate of amendment to its Second Amended and Restated Certificate of Incorporation (the “Certificate

of Incorporation”), to effect a change of the Company’s name from “Conduit Pharmaceuticals Inc.” to “CDT

Equity Inc.”, which became effective at 5:00 P.M.

Eastern Time on August 5, 2025.

The Company’s Common Stock continues to

be listed on The Nasdaq Capital Market under the ticker symbol “CDT”.

In addition, the CUSIP number for the Common Stock

remains the same.

Amended and Restated 2023 Stock Incentive Plan

August 5, 2025, at the Company’s 2025 Annual Meeting of Stockholders, stockholders approved an amendment and restatement of the

Company’s 2023 Stock Incentive Plan (as amended, the “Amended 2023 Stock Incentive Plan”) to authorize an additional

2,000,000 shares of Common Stock for awards under the Amended 2023 Stock Incentive Plan.

The Amended 2023 Stock Incentive Plan was recommended

and approved by the Board on July 8, 2025.

- Additional Agreement Addendum 2

August 11, 2025 the Company entered into Addendum 2 to the Additional Agreement with Sarborg Limited, a related party.

Under the terms

of Addendum 2, Sarborg will expand the scope of work and integrate a Cryptocurrency AI Agent, developed specifically for identifying,

forecasting and recommending digital currencies into CDT Equity’s Operations as part of its Treasury Strategy.

The Term of the Engagement

is for a minimum of four (4) months, which may be renewed or extended upon the mutual written agreement of the Parties.

The initial consideration

for the Proposal for Expanded Scope of Work shall be $ 150,000 , payable on execution of this Agreement.

Conduit agrees to pay a further

consideration of $ 150,000 in cash or shares (at CDT Equity’s sole discretion) at such time as CDT Equity invests more than $ 600,000

in cryptocurrency as part of its Treasury Strategy.

is a related party, Dr.

Andrew Regan, Chief Executive Officer and member of the Board, also sits on the board of directors of Sarborg

but does not have an equity interest in Sarborg.

Agreement with A.G.P.

the date of issuance of the financial statements, the Company utilized the remaining $ 1.8 million, net of fees, through the Sales Agreement

As of the date of this filing, the Company has utilized the full $ 23.9 million, net of fees, of funding available through

the Sales Agreement.

Conversion of A.G.P.

Convertible Note

October 28, 2025, the holder of the A.G.P.

convertible note converted $ 0.2

million of principal and interest into 60,000

shares of the Company’s common stock.

The remaining outstanding principal and interest balance post-conversion totals $ 3.2

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. Financial Statements