What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-13 compared with 2025-08-14 · 229 added, 214 removed, 237 unchanged (65% of the section changed)

22 unchanged sentences

MURF changed its name from Murphy Canyon Acquisition Corp.

to CDT Pharmaceuticals Inc.

to Conduit Pharmaceuticals Inc.

Effective August 5, 2025, the Company changed

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scientific innovation and strategic partnerships.

Equity is a data-driven biotech 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 therapeutic treatments.

Equity is a data-driven biotech 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 therapeutic treatments.

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

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Through advanced co-crystallization and solid-form technologies

developed at our Cambridge facility, we aim to improve drug properties and have successfully extended patent life of certain drugs by

up to 20 years.

developed at our Cambridge facility, we aim to improve drug properties and have successfully extended the patent life of certain drugs

by up to 20 years.

current pipeline includes candidates targeting inflammatory and autoimmune disorders, as well as idiopathic male infertility, dermatology,

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that serve as promising alternatives to existing clinical assets currently marketed and sold by large pharmaceutical companies, which

we have identified as having an opportunity to develop further intellectual property positions through solid-form technology.

collaboration with Sarborg enables us to apply proprietary algorithms utilizing AI-powered disease mapping to identify novel re-purposing

opportunities against a database of over 800 disease signatures.

Sarborg’s insights have directly informed two new combination

patent filings, strengthening our intellectual property portfolio.

In addition, Equity has initiated pre-clinical in-vitro models to

explore new indications, guided by AI-insights without human intervention.

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 .

We continue to evaluate novel artificial intelligence and cybernetics approaches to drug

re-purposing, intellectual property and asset selection to give CDT a competitive advantage.

Agreement, entered into between the Company and Sarborg on December 12, 2024 is designed to address longstanding challenges in the pharmaceutical

sector, in particular by reducing human error in critical decision-making processes in both clinical development and asset identification.

By integrating Sarborg’s algorithmic AI/cybernetics technology, CDT aims to enhance efficiency, lower costs, and accelerate timelines

by minimizing human intervention, ultimately optimizing the drug development cycle and giving CDT a competitive advantage in the sector.

this relationship, CDT will gain access to cutting-edge predictive models and dashboards, enabling the Company to evaluate drug candidates,

streamline clinical trials, and optimize asset management with real-time data.

These tools will drive faster, more accurate decisions,

improving efficiency and reducing costs.

By leveraging these insights, CDT can differentiate itself in a competitive sector and gain unique

data-driven insights that position the Company for success across both its current and future asset portfolio.

partnership with Manoira enables CDT Equity to expand the scope of its drug portfolio into the animal health market in a cost-efficient

we have identified as potential opportunities to develop further intellectual property positions through solid-form technology.

collaboration with Sarborg enables us to apply proprietary algorithms utilizing AI-powered disease mapping to identify novel

re-purposing opportunities across a database of more than 800 disease signatures.

Sarborg’s insights have directly informed

two new combination patent filings, strengthening our intellectual property portfolio.

In addition, CDT Equity has initiated

pre-clinical in-vitro models to explore new indications, guided by AI-insights without human intervention.

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.

We continue to evaluate novel

artificial intelligence and cybernetics approaches to drug re-purposing, intellectual property, and asset selection to give CDT a

competitive advantage.

Sarborg Agreement entered into between the Company and Sarborg on December 12, 2024 is designed to address longstanding challenges

in the pharmaceutical sector, in particular by reducing human error in critical decision-making processes in both clinical

development and asset identification.

By integrating Sarborg’s algorithmic AI/cybernetics technology, CDT Equity aims to

enhance efficiency, lower costs, and accelerate timelines by minimizing human intervention, ultimately optimizing the drug

development cycle and giving CDT Equity a competitive advantage in the sector.

this relationship, CDT Equity will gain access to cutting-edge predictive models and dashboards, enabling the Company to evaluate

drug candidates, streamline clinical trials, and optimize asset management with real-time data.

These tools will drive faster, more

accurate decisions, improving efficiency and reducing costs.

By leveraging these insights, CDT Equity can differentiate itself in a

competitive sector and gain unique data-driven insights that position the Company for success across both its current and future

asset portfolio.

further partnership with Manoira enables CDT Equity to expand the scope of its drug portfolio into the animal health market in a cost-efficient

This collaboration allows us to accelerate the understanding of the mechanism of action, safety, and potential efficacy of its

portfolio across multiple species, while retaining 100% ownership of all data and intellectual property generated relating for human applications.

This is expected to enhance the core human therapeutic pipeline but also opens potential new revenue streams in the high-growth veterinary

portfolio across multiple species, while retaining 100% ownership of all data and intellectual property generated relating to human

applications.

This is expected to enhance the core human therapeutic pipeline but also opens potential new revenue streams in the high-growth

veterinary market.

Repositioning

CDT Equity enables the Company to explore multiple opportunities in the healthcare, biotech and broader technology innovation.

continue to evaluate a cryptocurrency treasury reserve strategy, working with consultants to best advise a novel market which has seen

significant recent activity and success for respective stakeholders.

Long-term exposure to digital assets can present both strategic and

financial benefits as part of a diversified capital management approach.

Operating with a lean, disease-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.

continues to evaluate a cryptocurrency treasury reserve strategy, collaborating with consultants to best advise a novel market which has

seen significant recent activity and success for respective stakeholders.

Long-term exposure to digital assets can present both strategic

and financial benefits as part of a diversified capital management approach.

with a lean disease-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.

Led by highly experienced executives:

Freda Lewis-Hall, former Chief Medical Officer

of Pfizer Inc., the Chair of the Board;

Andrew Regan, CEO and James Bligh, CFO.

Our management team includes active senior scientists

who have an extensive understanding of the pharmaceuticals market, supporting our strategy of developing clinical assets in a cost-efficient

manner focused on therapeutic efficacy.

In 2024, AstraZeneca granted a

license to the Company under certain intellectual property rights controlled by AstraZeneca related to HK-4 Glucokinase activators AZD1656

and AZD5658 in all indications and myeloperoxidase inhibitor AZD5904 for the treatment, prevention, and prophylaxis of idiopathic male

The Company will be responsible for development and commercialization of the Licensed Products under the related License

The Company is required to use commercially reasonable efforts to develop and commercialize the Licensed Products.

AstraZeneca has conducted initial

pre-clinical and, in some instances, clinical trials on these assets, but has decided to license them for further development.

clinical assets have undergone initial pre-clinical and clinical testing conducted by AstraZeneca, we are able to use the safety data

generated in these clinical trials to assess which clinical assets to further develop and re-purpose.

Furthermore, CDT is well positioned

to pursue, and intends to pursue, additional relationships and/or partnerships with third parties for the licensing of further assets

which are currently deprioritized.

We plan to focus our efforts on developing clinical assets to address disorders that impact a large

population where there is no present treatment or the present treatment, carries significant unwanted side effects.

Freda Lewis-Hall, former Chief Medical Officer of Pfizer Inc., the Chair of the Company’s Board;

Andrew Regan, CEO and

James Bligh, CFO.

Our management team includes active senior scientists who have an extensive understanding of the pharmaceuticals

market, supporting our strategy of developing clinical assets in a cost-efficient manner focused on therapeutic efficacy.

2024, AstraZeneca granted a license to the Company under certain intellectual property rights controlled by AstraZeneca related to HK-4

Glucokinase activators AZD1656 and AZD5658 in all indications and myeloperoxidase inhibitor AZD5904 for the treatment, prevention, and

prophylaxis of idiopathic male infertility.

The Company will be responsible for development and commercialization of the Licensed Products

under the related License Agreement.

The Company is required to use commercially reasonable efforts to develop and commercialize the

Licensed Products.

has conducted initial pre-clinical and, in some instances, clinical trials on these assets, but has decided to license them for further

As the clinical assets have undergone initial pre-clinical and clinical testing conducted by AstraZeneca, we are able to

use the safety data generated in these clinical trials to assess which clinical assets to further develop and re-purpose.

Furthermore, CDT Equity is well positioned to pursue, and intends to pursue,

additional relationships and/or partnerships with third parties to license assets which are currently deprioritized.

We plan to focus

our efforts on developing clinical assets to address disorders that impact large populations where there is no present treatment or the

existing treatments carry significant unwanted side effects.

Component of Result of Operations

and Development Expenses

and development expenses consist primarily of costs incurred in connection with the research and development of our candidates and programs.

We expense research and development costs and intangible assets acquired that have no alternative future use as incurred.

These expenses

and development expenses consist primarily of costs incurred for the research and development of our candidates and programs.

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

These expenses include:

personnel-related

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fees with no alternative use;

expenses related to research and development.

research and development expenses.

expense research and development costs with no alternative future use as incurred.

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expensed as the benefits are consumed.

incurred approximately $1.8 million and $25,000 on research and development activities during the three months ended June 30, 2025,

and June 30, 2024, respectively.

We incurred approximately $2.8 million and $0.2 million on research and development activities during

the six months ended June 30, 2025, and June 30, 2024, respectively.

Our research and development activities have been focused on developing

co-crystals of AZD1656 to increase patent life as well as purchasing technology to help us determine the feasibility that AZD1656, and

potentially other de-prioritized assets, reaches commercialization.

Some of this work was completed by third-party CROs but all intellectual

property is retained by us.

We currently have one pending international patent application and two pending national patent applications.

The successful completion of clinical trials increases the value of clinical assets and may lead to the commercialization and/or licensing

of such assets to other pharmaceutical companies.

There is no assurance that any clinical trials on the assets owned or licensed by us

will be successful.

incurred approximately $1.5 million and $3.1 million on research and development activities during the three months ended September 30,

2025, and September 30, 2024, respectively.

We incurred approximately $4.3 million and $3.2 million on research and development activities

during the nine months ended September 30, 2025, and September 30, 2024, respectively.

Our research and development activities have been

focused on developing co-crystals of AZD1656 to increase patent life as well as purchasing technology to help us determine the feasibility

that AZD1656, and potentially other de-prioritized assets, reach commercialization.

Some of this work was completed by third-party CROs

but all intellectual property is retained by us.

We currently have one pending international patent application and two pending national

patent applications.

The successful completion of clinical trials increases the value of clinical assets and may lead to the commercialization

and/or licensing of such assets to other pharmaceutical companies.

There is no assurance that any clinical trials on the assets owned

or licensed by us will be successful.

and Administrative Expenses

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income (expenses), net

income (expenses), net consists of change in the fair value of options, change in fair value of convertible notes, and expense incurred

upon the issuance of warrants during the year.

income (expenses), net consists of change in the fair value of options, change in fair value of convertible notes, change in fair value

of digital assets and expense incurred upon the issuance of warrants during the year.

expense, net consists primarily of interest expense on convertible loan notes and promissory notes and interest expense on deferred commissions

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of Operations

following table set forth our results of operations for the periods indicated:

following table sets forth our results of operations for the periods indicated:

Three Months ended

September 30,

Nine Months ended

September 30,

(Dollar amounts in thousands)

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Total other (expense) income, net

of the Three Months Ended June 30, 2025 and 2024

of the Three Months Ended September 30, 2025 and 2024

and Development Expenses

Three Months ended

September 30,

(Dollar amounts in thousands)

Research and development expenses

and development expenses increased by $1.8 million, or 7,340%, for the three months ended June 30, 2025, as compared to $25 thousand

for the three months ended June 30, 2024.

The increase was primarily due $1.6 million of expense recorded under the Sarborg Service Agreement

and Sarborg Additional Agreement and $0.1 million of expense recorded under the Thesprogen Agreement, and $0.1 million in other research and development related activity.

Research and development expenses decreased by $1.6 million, or 50%, to

$1.6 million for the three months ended September 30, 2025, as compared to $3.1 million for the three months ended September 30, 2024.

The decrease was primarily attributable to a $3.1 million decrease in expense related to the August 2024 License Agreement in 2024 with

no comparable activity during the three months ended September 30, 2025.

The decrease was partially offset by an increase of $1.2 million,

$0.1 million, and $0.1 million related to the Sarborg, Thesprogen, and Manoira agreements activity in 2025, respectively.

and Administrative Expenses

Three Months ended

September 30,

(Dollar amounts in thousands)

General and administrative expenses

and administrative expenses decreased by $23,000, or approximately one percent, during the three months ended June

30, 2025, as compared to the three months ended June 30, 2024.

The decrease was driven by a $0.4 million decrease in

payroll and stock-based compensation expense, partially offset by a $0.2 million increase in legal fees, a $0.1 million increase in accounting

and audit expense and a $0.1 million increase in travel expense.

and administrative expenses increased by $2.8 million, or 102%, to $5.7 million for the three months ended September 30, 2025, compared

to $2.7 million for the three months ended September 30, 2024.

The increase was primarily driven by a $1.0 million increase in payroll

and stock-based compensation expense, $1.4 million increase in legal fees and a $0.3 million increase in travel expense.

Income (Expense), Net

Three Months ended

September 30,

(Dollar amounts in thousands)

Other income (expense), net

income (expense), net changed by $1.1 million, or 52%, to $1.0 million of expense for the three months ended June 30, 2025, as compared

to $2.1 million of net expense for the three months ended June 30, 2024.

The decrease was primarily driven by a decrease of $2.2 million

related to the issuance of warrants in exchange for stockholders’ entering into lock-up agreements during the three months ended

June 30, 2024 partially offset by an increase of $1.1 million in the loss on the change in fair value of convertible notes payable.

further details refer to Note 12, “Other income (expense), net,” in the unaudited financial statements as of June 30, 2025

and June 30, 2024 included elsewhere in this document.

income (expense), net changed by $0.3 million or 87%, to $44 thousand expense for the three months ended September 30, 2025, compared

to a net expense of $0.3 million for the three months ended September 30, 2024.

The change was primarily driven by a $0.4 million contingent

liability incurred in the third quarter of 2024 and a $0.1 million research and development tax receivable recorded during the third

quarter of 2025, partially offset by $0.1 million change in fair value of convertible notes payable.

further details refer to Note 13, “Other income (expense), net,” in the unaudited financial statements as of September 30,

2025 and September 30, 2024 included elsewhere in this document.

Three Months ended

September 30,

(Dollar amounts in thousands)

Interest expense, net

expense, net decreased by $62,000, or 52%, to $57,000 for the three months ended June 30, 2025, as compared to $0.1 million for the three months ended June 30, 2024.

The change was driven by a decrease of $0.1 million of interest expense on the deferred commission payable to an advisor for fees related

to the merger, offset by an increase of $57,000 of interest expense on the A.G.P.

Convertible Note.

of the Six Months Ended June 30, 2025 and 2024

expense, net decreased by $261 thousand, or 84%, to $48,000 for the three months ended September 30, 2025, as compared to $309 thousand

for the three months ended September 30, 2024.

The decrease was driven by a decrease of $0.1 million of interest expense related to the

amortization of debt discount, decrease of $0.1 million of interest expense on the deferred commission payable to an advisor for fees

related to the Merger and a $0.1 decrease of interest expense on convertible notes and notes payable.

of the Nine Months Ended September 30, 2025 and 2024

and Development Expenses

Six Months ended

Nine Months ended

September 30,

(Dollar amounts in thousands)

Research and development expenses

Research and development expenses increased by $2.6 million, or 1,714%,

for the six months ended June 30, 2025, as compared to $0.2 million for the six months ended June 30, 2024.

Research and development expenses increased by $1.1 million, or 33%, for

the nine months ended September 30, 2025, as compared to $3.2 million for the nine months ended September 30, 2024.

The increase was primarily

due $2.4 million of expense recorded under the Sarborg Service Agreement and Sarborg Additional Agreement, $0.1 million of expense incurred

under Thesprogen Consulting Agreement, and $0.1 million in other research and development related activities.

driven by $3.6 million of expense incurred under the Sarborg agreements, $0.3 million of expense incurred under Thesprogen Consulting

Agreement, $0.4 million of expense under the Charles River MSA and $0.1 million incurred under the Joint Development Agreement with Manoira,

partially offset by a $3.1 million decrease related to the August 2024 License Agreement.

and Administrative Expenses

Six Months ended

Nine Months ended

September 30,

(Dollar amounts in thousands)

General and administrative expenses

and administrative expenses decreased by $0.15 million, or 3%, to $5.8 million for the six months ended June 30, 2025, as compared to

$5.9 million for the six months ended June 30, 2024.

The decrease was primarily driven by a $0.7 million decrease in salaries and stock

compensation expense, a $0.1 million decrease in other general and administrative expenses and a $0.1 million decrease in insurance expense

related to the amortization of prepaid directors and officers insurance, partially offset by a $0.7 million increase in legal expenses

and a $0.1 increase in travel expense.

and administrative expenses increased by $2.6 million, or 30%, to $11.3 million for the nine months ended September 30, 2025, as compared

to $8.7 million for the nine months ended September 30, 2024.

The increase was primarily driven by a $2.1 million increase in legal expenses,

a $0.3 million increase in salaries and stock compensation expense, a $ 0.3 million increase in travel expense, and a $0.1 million increase

in professional fees, partially offset by a $0.2 million decrease in insurance expense.

Income (Expense), Net

Six Months ended

Nine Months ended

September 30,

(Dollar amounts in thousands)

Other income (expense), net

income (expense), net changed by $0.6 million, or 24%, to $2.0 million of expense for the six months ended June 30, 2025, as compared

to $2.6 million of net expense for the six months ended June 30, 2024.

The change in other income (expense) for the six months ended

June 30, 2025 is primarily related to a $2.7 million decrease related to the issuance of warrants in exchange for stockholders’

entering into lock-up agreements during the six months ended June 30, 2024, a $0.4 million decrease related to a waiver of interest on

Convertible Note, and a $0.3 million gain on debt extinguishment, partially offset by a $2.9 million loss on the change in

fair value of convertible notes payable.

further details refer to Note 12, “Other income (expense), net,” in the unaudited financial statements as of June 30, 2025

and June 30, 2024 included elsewhere in this document.

Six Months ended

income (expense), net changed by $0.9 million, or 31%, to $2.0 million of expense for the nine months ended September 30, 2025, as compared

to $3.0 million of net expense for the nine months ended September 30, 2024.

The change was primarily driven by a $2.7 million decrease

related to the issuance of warrants in exchange for stockholders’ entering into lock-up agreements during the nine months ended

September 30, 2024, a $0.4 million decrease related to a waiver of interest on the A.G.P.

Convertible Note, a $0.4 million expense related

to a loss contingency recorded during the nine months ended September 30, 2024, a $0.3 million gain on debt extinguishment, a $0.1 million

gain on the issuance of shares for services and a $0.1 million research and development tax credit receivable recorded during the nine

months ended September 30, 2025, partially offset by a $3.0 million loss on the change in fair value and loss on conversion of convertible

notes payable.

further details refer to Note 13, “Other income (expense), net,” in the unaudited financial statements as of September 30,

2025 and September 30, 2024 included elsewhere in this document.

Nine Months ended

September 30,

(Dollar amounts in thousands)

Interest expense, net

Interest expense, net increased by $5,000, or 2%, during the three months ended June 30, 2025, as compared to

the three months ended June 30, 2024.

change was immaterial for the six months ended June 30, 2025 as compared to June 30, 2024.

expense, net decreased by $0.3 million, or 49%, during the nine months ended September 30, 2025, as compared to $0.6 million for the

three months ended September 30, 2024.

The change was primarily driven by a decrease of $0.1 million of interest expense related to the

amortization of debt issuance costs and a decrease of $0.2 million of interest expense on the deferred commission payable to an advisor

for fees related to the Merger, partially offset by a $0.1 million increase of interest expense for interest on convertible notes and

notes payable.

and Capital Resources

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been through convertible debt, private placements of equity securities and the Sales Agreement with A.G.P.

During the six months ended

June 30, 2025 and 2024, we incurred operating losses of $8.6 million and $6.1 million, respectively.

During the nine months ended

September 30, 2025 and 2024, we incurred operating losses of $17.9 million and $15.4 million, respectively.

and Uses of Liquidity

primary use of cash is to fund our operations as we continue to grow our business.

We will require a significant amount of cash for expenditures

as we invest in ongoing research and development and business operations.

Until such time we can generate significant revenue from the

successful approval and commercialization of a product candidate, we expect to finance our cash needs for ongoing research and development

and business operations through public or private equity or debt financings or other capital sources, including strategic partnerships.

However, we may be unable to raise additional funds or enter into such other arrangements, when needed, on favorable terms or at all.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our

stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely

affect the rights of our common stockholders.

Debt financing and equity financing, if available, may involve agreements that include

covenants, limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures

or declaring dividends.

If we are unable to raise additional funds through equity or debt financing when needed, we may be required to

delay, limit, or substantially reduce research and development efforts all of which could have a material adverse effect on the Company

and its financial results.

We will require a significant amount of cash for

expenditures as we invest in ongoing research and development and business operations.

Until such time we can generate significant

revenue from the successful approval and commercialization of a product candidate, we expect to finance our cash needs for ongoing

research and development and business operations through public or private equity or debt financings or other capital sources,

including strategic partnerships.

However, we may be unable to raise additional funds or enter into such other arrangements, when

needed, on favorable terms or at all.

To the extent that we raise additional capital through the sale of equity or convertible debt

securities, the ownership interest of our stockholders will be, or could be, diluted, and the terms of these securities may include

liquidation or other preferences that adversely affect the rights of our common stockholders.

Debt financing and equity financing,

if available, may involve agreements that include covenants, limiting or restricting our ability to take specific actions, such as

incurring additional debt, making capital expenditures or declaring dividends.

We have also considered exploring strategic

alternative paths to fund raising through a shift in our fundamental operations as a pharmaceutical development company to a digital

asset treasury management company.

If we are unable to raise additional funds through equity or debt financing when needed, we may

be required to delay, limit, or substantially reduce research and development efforts all of which could have a material adverse

effect on the Company and its financial results.

the Company believes in the viability of its ability to raise additional funds, there can be no assurances to that effect.

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Refer to Note 5 to our financial statements included elsewhere in this Quarterly Report on Form 10-Q.

March 31, 2025, April 11, 2025, April 16, 2025, June 2, 2025, June 17, 2025, and June 26, 2025, the holder of the A.G.P.

note converted $0.4 million, $0.5 million, $0.8 million, $0.1 million, $0.2 million, and $0.2 million of principal and interest into

28,667, 28,666, 71,026, 40,000, 90,000, and 100,000 shares of the Company’s Common Stock, respectively.

As of June 30, 2025, there

was approximately $3.6 million in outstanding principal and interest remaining.

currently anticipate that cash required for working capital for the next 12 months is approximately $12.7 million, which includes forecasted

research and development costs of $1.3 million, forecasted general and administrative costs of $7.2 million, and a convertible promissory

note payable, if not converted prior to maturity of $4.2 million.

We do anticipate being able to fund required working capital for the

next 12 months with cash and cash equivalents on hand and current borrowings.

Management believes that we will be able to fund cash required

for the next 12 months through borrowings and equity raises.

We have historically been able to access funds through the issuance of debt,

and more recently the at the market offering program agreement, and believe we can continue to obtain funding through such debt financing

agreements and Sales agreement as needed to meet cash requirements for the next 12 months.

of June 30, 2025, we had raised $15.9 million out of the $23.9 million available to us through the Sales Agreement and expect to raise

the additional $8.0 million over the next 12 months.

following table set forth our cash flows for the period indicated (in thousands):

Six Months ended June 30,

March 31, April 11, 2025, April 16, 2025, June 2, 2025, June 17, 2025, June 26, 2025 and September 29, 2025, the holder of the

Convertible Note converted $0.4 million, $0.5 million, $0.8 million, $0.1 million, $0.2 million, $0.2 million and $0.3

million of principal and interest into 3,583, 3,583, 8,878, 5,000, 11,250, 12,500 and 60,000 shares of the Company’s Common

Stock, respectively.

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

We currently anticipate that cash required for working capital for the

next 12 months is approximately $11.7 million, which includes forecasted research and development costs of $0.1 million, forecasted general

and administrative costs of $5.8 million, current liabilities of $2.4 million and a convertible promissory note payable, if not converted

prior to maturity of $3.4 million.

We do not anticipate being able to fund required working capital for the next 12 months with cash and

cash equivalents on hand and current borrowings.

Management believes that we will be able to fund cash required for the next 12 months

through borrowings and equity raises.

We have historically been able to access funds through the issuance of debt, and more recently our

at the market offering program through the Sales Agreement and believe we can continue to obtain funding through such debt financing agreements

and Sales agreement as needed to meet cash requirements for the next 12 months.

of September 30, 2025, we had raised $22.1 million out of the $23.9 million available to us through the Sales Agreement and expect to

raise an additional $1.8 million over the next 12 months.

following table sets forth our cash flows for the period indicated (in thousands):

Nine Months ended September 30,

Net cash (used in) provided by:

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Flows Used in Operating Activities

Net cash used in operating activities for the six months ended June 30,

2025, was $6.5 million, resulting primarily from a net loss of $10.8 million, adjusted for non-cash items including a $0.4 million gain

on waiver of accrued interest, $0.3 million gain on debt extinguishment, $0.1 change in fair value of derivative warrant liability, a

$2.9 million change in fair value of convertible notes, $1.8 million of amortization expense, $0.4 million of stock-based compensation,

Net cash used in operating activities for the nine months ended September

30, 2025, was $10.9 million, resulting primarily from a net loss of $17.9 million, adjusted for non-cash items including a $0.4 million

gain on waiver of accrued interest, $0.3 million gain on debt extinguishment, $0.1 change in fair value of derivative warrant liability,

a $3.0 million change in fair value of convertible notes, $3.0 million of amortization expense, $2.0 million of stock-based compensation,

$0.3 million of non-cash interest expense, and a $0.6 million cash outflow from operating assets and liabilities.

1 unchanged sentence

outflow from operating assets and liabilities is primarily due to a $0.8 million cash outflow from accounts payable, a $0.1 million cash

outflow from accrued expenses and other current liabilities and a $0.1 million cash outflow from operating lease liabilities, partially

offset by a $0.2 million cash inflow from prepaid expenses and other current assets.

cash used in operating activities for the six months ended June 30, 2024, was $3.9 million, resulting primarily from a net loss of $8.9

million and a change in the fair value of warrants of $0.1 million, adjusted for non-cash items including $0.9 million of stock-based

outflow from operating lease liabilities and a $0.2 million cash outflow from prepaid expenses and other current assets, partially offset

by a $0.5 million cash inflow from accrued expenses and other current liabilities.

cash used in operating activities for the nine months ended September 30, 2024, was $5.9 million, resulting primarily from a net loss

of $15.4 million and a change in the fair value of warrants of $0.1 million, adjusted for non-cash items including $1.3 million of stock-based

compensation, $1.4 million of amortization expense, $2.7 million expense on the issuance of warrants, $0.2 million interest expense of

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The $2.3 million cash inflow from operating assets and liabilities is primarily due to a $2.5 million cash inflow from accounts payable

partially offset by a $0.1 million cash outflow from accrued expenses and other current liabilities and a $0.3 million cash outflow from

prepaid expenses.

and accrued expenses and other current liabilities and a $0.2 million cash outflow from prepaid expenses.

Flows Used in Investing Activities

Net cash used in investing activities for the six months ended June 30,

2025, was $0.4 million, resulting from $0.4 million in diagnostic asset purchases and purchases of property, plant and equipment.

cash used in investing activities for the six months ended June 30, 2024, resulted from net purchases of short term investments of $0.2

million and purchases of PP&E during the year.

cash used in investing activities for the nine months ended September 30, 2025, was $1.4 million, resulting from $0.4 million in diagnostic

asset purchases and $1.0 million in digital asset purchase as a part of our digital asset treasury strategy.

cash used in investing activities for the nine months ended September 30, 2024, was $0.1 million, resulting from $0.5 million purchases

of short-term investments offset by the issuance of a loan to a related party of $0.4 million.

Flows Provided by Financing Activities

cash provided by financing activities for the six months ended June 30, 2025, was $9.7 million, resulting from proceeds from the issuance

of common shares related to the ATM program of $11.9 million, partially offset by repayments of notes payable of $0.2 million, repayments

of notes payable – related parties of $0.4 million, repayment of convertible notes payable – related parties of $0.9 million,

repayment of convertible notes payable of $0.7 million, and treasury stock purchases of $0.1 million.

cash provided by financing activities for the six months ended June 30, 2024, was $0.1 million, resulting from the proceeds on the issuance

of the April 2024 warrants.

cash provided by financing activities for the nine months ended September 30, 2025, was $15.7 million, resulting from proceeds from the

issuance of common shares related to the ATM program of $18.0 million, partially offset by repayments of notes payable of $0.2 million,

repayments of notes payable – related parties of $0.4 million, repayment of convertible notes payable – related parties of

$0.9 million, repayment of convertible notes payable of $0.7 million, and treasury stock purchases of $0.1 million.

cash provided by financing activities for the nine months ended September 30, 2024, was $1.9 million, resulting from $1.6 million of

proceeds on the issuance of the promissory note to Nirland, $0.1 million of proceeds from the issuance of the April 2024 Warrants and

a $0.1 million bank overdraft.

Obligations and Other Commitments

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convertible debt will subsequently be remeasured at fair value each reporting date until settled or converted.

Value of Warrants

Company has issued warrants to investors in our debt and equity offerings.

The Company has also issued warrants to service providers

in relation to our financing offerings.

We evaluate all warrants issued to determine the appropriate classification under ASC 480 and

warrants that are determined to be equity-classified, we estimate the fair value at issuance and record the amounts to additional paid

For warrants that are determined to be liability-classified, we estimate the fair value at issuance and each subsequent reporting

the Company’s liability classified warrants, we estimate fair value using the Black-Scholes model.

The significant inputs and assumptions

used to estimate the fair value include:

(i) the Company’s stock price;

(ii) the risk-free rate;

(iii) the expected volatility;

and (iv) the dividend yield.

The use of these valuation models requires the input of highly subjective assumptions.

Any change to these

inputs could produce significantly higher or lower fair value measurements and result in a material change within the financial statements.

Contingencies

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We evaluate, on a quarterly basis,

developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that has

been accrued previously or modifications to contingency disclosures that are considered material.

developments in legal proceedings and other matters that could cause an increase or decrease in the amount of liability that has been

accrued previously or modifications to contingency disclosures that are considered material.

Growth Company Status and Smaller Reporting Company Status

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three year period.

In addition, CDT is a smaller

reporting company as defined in the Securities Exchange Act of 1934 (as amended, the “Exchange Act”).

The Company may continue

to be a smaller reporting company even after we are no longer an emerging growth company.

We may take advantage of certain of the scaled

disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i)

CDT’s voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of

our second fiscal quarter or (ii) CDT’s annual revenue is less than $100.0 million during the most recently completed fiscal year

and its voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of its

second fiscal quarter.

In addition, CDT Equity is a smaller reporting company as defined in the

Securities Exchange Act of 1934 (as amended, the “Exchange Act”).

The Company may continue to be a smaller reporting company

even after we are no longer an emerging growth company.

We may take advantage of certain of the scaled disclosures available to smaller

reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) CDT Equity’s voting and non-voting

Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter or (ii)

CDT Equity’s annual revenue is less than $100.0 million during the most recently completed fiscal year and its voting and non-voting

Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of its second fiscal quarter.

Quantitative and Qualitative Disclosures About Market Risk.

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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 2. Management’s Discussion and Analysis