What changed in this filing

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Item 3. Legal Proceedings

2026-04-15 compared with 2025-03-28 · 29 added, 26 removed, 2 unchanged (96% of the section changed)

Legal Proceedings

than as set forth below, we are not currently party to or aware of being subject to any material legal proceedings.

However, we may from

time to time become a party to various legal proceedings arising in the ordinary course of our business, which could have a material

adverse effect on our business, financial condition, or results of operations.

Regardless of outcome, litigation could impact our business

due to defense and settlement costs, diversion of management resources and other factors.

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

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

Conduit rejected

and disputes the substance of the letter in full.

Following such rejection, on September 7, 2023, Strand filed a claim in the Business

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

of the Business Combination, to be issued 6.5 million shares of common stock.

As of December 31, 2024, the potential contingency is considered

probable and reasonably estimable and as such, the Company accrued an estimated liability of $0.4 million in the accompanying financial

We intend to vigorously defend against these claims.

Regardless of its outcome, the litigation may impact our business due

to, among other things, defense legal cost and the diversion of the attention of our management.

On December 18, 2024, Conduit UK Management Limited

(“Conduit”) received a notification from the UK Intellectual Property Office (“UK IPO”) notifying the company

that St George Street Capital had initiated patent entitlement proceedings with respect to patent application PCT/IB2022/00775 (“Patent

Application”).

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

In addition, each of the three inventors named in the Patent Application filed simultaneous counterstatements fully supporting

Conduit’s position, and assertions that the claims are without merit.

Further updates will be made following notification by the

In August 2023, prior to the Business Combination,

our now wholly-owned subsidiary, Conduit Pharmaceuticals Limited (“CPL”), received a letter from Strand Hanson Limited (“Strand”)

claiming it was owed advisory fees pursuant to a previously executed letter.

CDT rejected and disputes the substance of the letter in

Following such rejection, on September 7, 2023, Strand filed a claim in the Business and Property Courts of England and Wales claiming

it is entitled to be paid the sum of $2 million and, as a result of the completion of the Business Combination, to be issued 21 shares

of common stock.

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

an estimated liability of $0.4 million in the accompanying financial statements.

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

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

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

The Company sold CPL, including the potential liability associated with the litigation,

to Corvus, a wholly-owned subsidiary of the Company’s Chief Executive Officer for a settlement amount of $7 million that was satisfied

through the issuance of shares and pre-funded warrants.

On or about January 13, February 20, 2026 and March 4, 2026, CDT received correspondence

from Strand, in which, Strand seeks to recover from CDT a judgment it obtained against CPL from the High Court of England and Wales on

December 16, 2025 (the “Judgment”), in the amount of approximately $7 million, plus interest and repayment of a fraction of

Strand’s costs.

CDT denies any and all liability.

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

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

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

Conduit UK refutes the claims made by St George

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

In addition, each of the three inventors named in

the Patent Application filed simultaneous counterstatements fully supporting Conduit UK’s position, and assertions that the

claims are without merit.

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

Mine Safety Disclosures

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-K

Item 3. Legal Proceedings