What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-28 · 2303 added, 2349 removed, 983 unchanged (83% of the section changed)

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and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified

in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely

decisions regarding required disclosure.

Our management evaluated, with the participation of our current chief executive officer and

chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December

31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports

filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period

specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such

information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as

appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our current

chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure

controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act.

Based on this evaluation, our

Certifying Officers concluded that our disclosure controls and procedures were not effective as of December 31, 2025.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

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In connection

with the preparation and audit of the financial statements as of and for the fiscal years ended December 31, 2024 and 2023, material

with the preparation and audit of the financial statements as of and for the fiscal year ended December 31, 2025, material

weaknesses were identified in our internal control over financial reporting.

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annual or interim financial statements will not be prevented or detected on a timely basis.

These material weaknesses primarily relate

to the following:

The segregation of duties is limited and heavily reliant on interim personnel and third-party consultants to perform these activities.

The Company lacks a formal process for review and approval of significant transactions and accounts on a contemporaneous basis and there have been numerous, recurring errors in account balances and disclosures.

The Company has not designed adequate and appropriate internal controls

under an appropriate internal control over financial reporting framework.

The Company did not appropriately review and evaluate the accounting implications of all material transactions that occurred in the audit period which resulted in a restatement of previous periods.

The review controls around certain related party transactions did no operate

consistently and the review of such transactions was not always contemporaneously documented.

Our management conducted an evaluation of the effectiveness of the system

of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded our system of internal control

over financial reporting was not effective as of December 31, 2025 due to the following material weaknesses:

segregation of duties is limited and heavily reliant on interim personnel and third-party consultants to perform these activities, including

the lack of timely review and approval of travel and entertainment expenses.

Company lacks a formal process for review and approval of significant transactions and accounts on a contemporaneous basis and there

have been numerous, recurring errors in account balances and disclosures.

Company has not designed adequate and appropriate internal controls under an appropriate internal control over financial reporting

Company did not appropriately review and evaluate the accounting implications of all material transactions that occurred in the audit

review controls around certain related party transactions did not operate consistently and the review of such transactions was not

always contemporaneously documented.

these material weaknesses are not remediated, it could result in a misstatement of account balances or disclosures that would result

in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

We are reviewing

measures designed to improve our internal control over financial reporting to remediate these material weaknesses, although they

have not been fully remediated as of the date of this filing.

We anticipate hiring additional qualified accounting personnel with

experience with complex GAAP and SEC rules while, meanwhile, continuing to engage consultants to assist with our financial statement

close process, segregating duties among accounting personnel to enable adequate review controls, further developing and documenting

our accounting policies, and designing, implementing, and/or expanding IT systems and application controls in our systems relevant

to the preparation of the consolidated financial statements.

We also expect to engage an external advisor to assist with evaluating

and documenting the design and operating effectiveness of internal controls and assisting with the remediation of deficiencies, as

necessary if sufficient capital resources become available.

The ability to perform these remediation plans are dependent on

our ability to enhance funding and liquidity.

costs associated with such measures are corresponding recruiting and additional salary and consulting costs, which are difficult to

estimate but which may be significant.

These additional resources and procedures are intended to enable us to broaden the scope and

quality of our internal review of underlying information related to financial reporting and to formalize and enhance our internal

control procedures.

material weaknesses will not be considered remediated until a remediation plan has been fully implemented, the applicable controls

operate for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls, provided we are able to obtain sufficient capital resources to cover

the cost of our remediation plan, are

operating effectively.

A failure to implement and maintain effective internal control over financial reporting could result

in errors in our financial statements that could result in a restatement of our financial statements and could cause us to fail to meet

our reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.

We are reviewing measures

designed to improve our internal control over financial reporting to remediate these material weaknesses, although they have not been

fully remediated as of the date of this filing.

We anticipate hiring additional qualified accounting personnel with experience with complex

GAAP and SEC rules while, meanwhile, continuing to engage consultants to assist with our financial statement close process, segregating

duties among accounting personnel to enable adequate review controls, further developing and documenting our accounting policies, and

designing, implementing, and/or expanding IT systems and application controls in our systems relevant to the preparation of the consolidated

financial statements.

We also expect to engage an external advisor to assist with evaluating and documenting the design and operating

effectiveness of internal controls and assisting with the remediation of deficiencies, as necessary if sufficient capital resources become

ability to perform these remediation plans are dependent on our ability to enhance funding and liquidity.

The primary costs associated

with such measures are corresponding recruiting and additional salary and consulting costs, which are difficult to estimate but which

may be significant.

These additional resources and procedures are intended to enable us to broaden the scope and quality of our internal

review of underlying information related to financial reporting and to formalize and enhance our internal control procedures.

material weaknesses will not be considered remediated until a remediation plan has been fully implemented, the applicable controls operate

for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls, provided we

are able to obtain sufficient capital resources to cover the cost of our remediation plan, are operating effectively.

A failure to implement

and maintain effective internal control over financial reporting could result in errors in our financial statements that could result

in a restatement of our financial statements and could cause us to fail to meet our reporting obligations, any of which could diminish

investor confidence in us and cause a decline in the price of our common stock.

independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over

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in Internal Control over Financial Reporting

have been a number of changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)

of the Exchange Act) during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

These changes include the implementation of enterprise resource planning accounting systems,

and increased accounting and financial reporting consulting resources.

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December

31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

the fiscal quarter ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)

adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy

the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

the fiscal quarter ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange

Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended

to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Officers and Directors

following table sets forth certain information concerning our executive officers and directors as of March 28, 2025:

following table sets forth certain information concerning our executive officers and directors as of April 15, 2026:

Executive Officer and Director

Chief Financial Officer and Director

Financial Officer and Director

of the Board of Directors

Chiavacci Farley

Tapolczay has more than 20 years of experience in research and development management.

He has served as our Chief

Executive Officer and a member of the board of directors since September 2023.

He was a co-founder and served as the Chief Executive

Officer a member of the board of directors of Old Conduit from 2019 until the Business Combination in September 2023.

He served as Chief

Executive Officer of St George Street Capital, a United Kingdom-based medical research charity that is a business partner to Conduit,

from July 2018 to September 2023.

He also serves as Chief Executive Officer of Medeor Pharma Ltd, a pharmaceutical consultancy company,

a position which he has held since 2006.

February 2008 to December 2018, he served as Chief Executive Officer at LifeArc (formerly the Medical Research Counsel Technology Group

(MRCT)), a United-Kingdom based charity advancing lab-based scientific discoveries to a point at which they can be developed into the

next generation of diagnostics, treatments and cures.

He previously served as joint worldwide head of chemistry for Zeneca Agrochemicals,

a research and development unit of AstraZeneca, and as senior manager of chemical development for GlaxoSmithKlein plc, a pharmaceutical

and biotechnology company.

Tapolczay served as Executive Vice President at Cambridge Discovery Chemistry, where he was responsible

for the rapid growth of Cambridge Discovery Chemistry and was a key figure in two successful sales of that company, the first to Oxford

Molecular and the second to Millennium Pharmaceuticals.

After this last acquisition, Dr.

Tapolczay was Senior Vice President of Pharmaceutical

Sciences at Millennium Pharmaceuticals, with responsibility for over 230 scientists.

On leaving Millennium, Dr.

Tapolczay was a founder

and Chairman of Pharmorphix Ltd., which was acquired by Sigma Aldrich Fine Chemicals in August 2006.

He has also been involved with the

start-up of five companies, all of which are still trading and one of which has been AIM listed.

He was VP of Technology Development

for GSK Pharmaceuticals from December 2005 to April 2007.

He was awarded visiting Professorial Chair in Chemistry at Sussex University

from August 1999 to May 2007 and has previously held the position of visiting lecturer at Nottingham, Reading and Durham Universities

and a member of both the Technical Opportunities Panel and the User Panel of the EPSRC.

He holds a BSc Hons and PhD in Chemistry from

the University of Southampton.

Tapolczay also completed his Post-Doctoral Experience in Organic Chemistry from the University of

Tapolczay was selected to serve on our board of directors following the Business Combination based on his deep knowledge

of Conduit, his extensive experience in research and development of clinical assets, and his in-depth knowledge of the pharmaceutical

Andrew Regan, the founder and initial financial backer of Conduit Pharmaceuticals (now CDT Equity Inc.), was

appointed Chief Executive Officer of the Company on April 15, 2025.

Regan succeeds Dr.

David Tapolczay, who stepped down as CEO

and as a member of the Board of Directors for personal reasons, but will continue to serve the Company as Head of Strategy &

Regan is a British born polar explorer and entrepreneur.

He has served as a member of the Board since September 2023 and is a successful

entrepreneur with an extensive background in founding and scaling innovative companies across sectors.

Regan was a co-founder of

Conduit Pharmaceuticals Limited (“Old Conduit”) and has served as a board member of Old Conduit since 2019.

He also founded

Corvus Capital Limited (“Corvus Capital”), an investment vehicle that was listed on the London Stock Exchange prior to being

taken private in 2008 and has served as its Chief Executive Officer since then, overseeing its continued investments across several industries.

Regan also has experience as an investor in a number of public and private companies, including ASOS.com Ltd, a global online fashion

and beauty retailer, Virtual Internet, an IT services company that specializes in hosting infrastructure such as VMWare cloud hosting

and Managed and Dedicated Servers, and Imperial Energy Corporation plc, an upstream oil and gas exploration and production company.

Regan was the Chief Executive Officer of Hobson Plc, which was listed on the London Stock Exchange, until its sale in 1996

through a cash takeover.

Regan has a strong interest in the use of bio-inspired science to create solutions for present-day problems.

In 2014, he was awarded

a PhD from Oxford Brookes University for his research in writing and developing a bio-inspired algorithm for forecasting the financial

He is passionate about the polar regions and is an accomplished polar explorer having led a number of expeditions to both the

Arctic and Antarctica.

Regan was selected to serve on the Board following the business combination based on his knowledge of Old

Conduit and his extensive experience in investing, financing, overseeing and developing companies.

Regan sits on the board of directors of Sarborg Limited (“Sarborg”), a significant stockholder of the Company, with which

the Company, as previously disclosed, has entered into a Services Agreement (the “Sarborg Agreement”) with in December 2024.

Since the beginning of this fiscal year, as previously disclosed in a Current Report to Form 8-K filed on April 4, 2025, on March 31,

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

certain additional deliverables and incorporating a new scope of work focused on analysis of CDT’s acquired AstraZeneca assets.

Regan does not have an equity or ownership interest in Sarborg.

Except for the Sarborg Agreement and the Additional Agreement, Dr.

Regan has no direct or indirect material interest in any other transaction required to be disclosed pursuant to Item 404(a) of Regulation

(“Jamie”) Bligh.

Bligh has served as a member of our board of directors since September 2023, and also currently

serves as our Interim Chief Financial Officer.

He was a co-founder of Conduit Pharmaceuticals Limited in 2019 and has served as a member

of its board of directors since its inception.

Bligh has served as a member of our Board since September 2023.

He served as the Company’s

Interim CFO from May 2024 until August 4, 2025, when he was appointed permanent Chief Financial Officer.

He was a co-founder of Conduit

Pharmaceuticals Limited in 2019 and has served as a member of its board of directors since September 2023.

From 2008 to 2019, Mr.

Bligh worked closely with investment vehicle Corvus Capital Limited,

including as a Partner, where he led a number of reverse takeover transactions, stock market listings, initial public offerings, secondary

fundraisings, and merger transactions.

Bligh’s prior transaction experience includes advising several special purpose acquisition

vehicles in listing on the London Stock Exchange, including the listing of Bermele Plc, a special purpose acquisition vehicle, and the

subsequent acquisition of Bermele by East Imperial Pte.

Ltd., a global purveyor of ultra-premium beverages, in June 2019;

of Leverett Plc, which subsequently acquired Nuformix Plc, a pharmaceutical development company targeting unmet medical needs in fibrosis

and oncology via drug repurposing;

and Cizzle Biotechnology Holdings PLC, a UK-based diagnostics developer.

Jamie previously served as

a director of Bermele Plc from June 2021 through February 2022;

Mertz Plc from January 2021 through March 2022;

and East Imperial Pte.

from September 2017 through April 2018.

Jamie graduated from the University of Bristol with a BSc in Economics & Finance.

Bligh was selected to serve on our board of directors following the Business Combination based on his past experience with business development,

capital raising, financings, public offerings and other strategic transactions, including mergers and acquisitions.

worked closely with investment vehicle Corvus Capital Limited, including as a Partner, where he led a number of reverse takeover transactions,

stock market listings, initial public offerings, secondary fundraisings, and merger transactions.

Bligh’s prior transaction

experience includes advising several special purpose acquisition vehicles in listing on the London Stock Exchange, including the listing

of Bermele Plc, a special purpose acquisition vehicle, and the subsequent acquisition of Bermele by East Imperial Pte.

Ltd., a global

purveyor of ultra-premium beverages, in June 2019;

the listing of Leverett Plc, which subsequently acquired Nuformix Plc, a pharmaceutical

development company targeting unmet medical needs in fibrosis and oncology via drug repurposing;

and Cizzle Biotechnology Holdings PLC,

a UK-based diagnostics developer.

Jamie previously served as a director of Bermele Plc from June 2021 through February 2022;

from January 2021 through March 2022.

Jamie graduated from the University

of Bristol with a BSc in Economics & Finance.

Bligh was selected to serve on our board of directors following the Business Combination

based on his past experience with business development, capital raising, financings, public offerings and other strategic transactions,

including mergers and acquisitions.

Lewis-Hall, M.D., DFAPA .

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industry and her leadership experience as a senior executive at various biopharmaceutical companies.

Charles has served as a member of our board of directors since September 2023.

She has been a corporate

transactions and securities partner at the law firm of Thompson Hine LLP since 2010.

She leads Thompson Hine’s Life Sciences practice

and co-heads the securities practice, advising public and emerging biotech and pharmaceutical companies in the U.S.

and internationally.

Charles negotiates complex private and public financing transactions, mergers and acquisitions, licensing transactions and strategic

collaborations.

She serves as outside counsel to a myriad of life sciences companies and is known in the industry as an astute business

advisor, providing valuable insights into capital markets, corporate governance and strategic development.

Charles has been a member

of the board of directors of:

CNS Pharmaceuticals, Inc.

CNSP), a biotechnology company developing novel treatments for cancers

of the brain and central nervous system, since December 2022;

Avenue Therapeutics, Inc.

ATXI), a specialty pharmaceutical company

specializing in developing and commercializing therapies for the treatment of the central nervous system, since May 2022;

Therapeutics, Inc.

ABEO), a fully integrated gene and cell therapy company, since March 2021.

Charles serves as Chair of

CNS Pharmaceuticals, on the Audit Committee of Avenue Therapeutics and on the Audit Committee and as the Chair of the Nominating and

Governance Committee of Abeona Therapeutics.

From 2018 until October 2021, Ms.

Charles served on the Board of Directors and as a member

of the Audit Committee and Chair of the Compensation Committee of Entera Bio Ltd., a publicly-traded biotechnology company.

founded the Women in Bio Metro New York chapter and chaired the chapter for five years.

She also served on the national board of Women

Charles is also a member of the board of Red Door Community (formerly Gilda’s Club New York City.) She has been recognized

as a Life Sciences Star by Euromoney’s LMG Life Sciences, has been named a BTI Client Service All-Star, and was named by Crain’s

New York Business to the list of 2020 Notable Women in the Law.

Charles holds a J.D degree from The George Washington University

Law School and a B.A.

in Psychology from Barnard College, Columbia University.

Charles is a graduate of Women in Bio’s Boardroom

Ready Program, an Executive Education Program taught by The George Washington University School of Business.

Charles’ qualifications

to serve on our Board include her leadership skills and her vast legal experience representing companies in the biotech and pharmaceutical

Chiavacci Farley .

Chele Chiavacci Farley .

Chele Chiavacci Farley.

Chiavacci Farley has served on our board of directors since the closing of our initial public offering.

She currently serves as a partner and managing director of Mistral Capital International (“Mistral”), a private equity firm,

that she has been a part of since 1995.

In her role as Partner and Managing Director of Mistral, Ms.

Farley originates, evaluates and

executes equity investment opportunities, creates and implements deal and financial structures, negotiates with banks for credit facilities,

and oversees management.

Farley is the President and a member of the Board of Directors and Management Committee of Palmilla San

Jose Inmobiliaria, the Master Developer of the luxury Palmilla resort development in Cabo San Lucas, Mexico.

Prior to Mistral, Ms.

was Vice President of Tricap International from 1994 to 1995.

From 1992 to 1994, Ms.

Farley was an Associate at UBS Capital Corporation,

and analyzed and evaluated principal investment and financing opportunities for the firm’s internal $1 billion fund.

began her career as a Financial Analyst in the Global Finance department - Energy and Telecom Group of Goldman, Sachs & Co.

has also had an active political career.

Farley ran for election to the U.S.

House of Representatives to represent New York’s

18th Congressional district.

Farley ran for election to the U.S.

Senate to represent New York.

Farley graduated from

Stanford University with a B.S.

Farley currently serves as a Partner and Managing Director of Mistral Capital International, a middle-market private equity fund

that has invested over $1.6 billion since its inception and that she has been a part of since 1995, where she focuses on private

equity investments and strategic advisory across a range of sectors.

During her tenure at Mistral Capital International, Ms.

has completed transactions with Goldman Sachs, Starwood Capital and Royal Dutch Shell.

Farley is a Director of a Nasdaq-listed

special purpose acquisition company, General Purpose Acquisition Corp, where she is Chair of the Nominating and Corporate Governance

She is also a member of the Board of Directors of the WordPress Foundation, which supports open-source initiatives and

digital literacy worldwide, and a member of the Board of Directors of Palmilla San Jose Inmobiliara, a real estate resort

development in Cabo San Lucas.

Earlier in her career, Ms.

Farley held merchant banking and investment banking roles at UBS Capital

and Goldman Sachs, where she advised on capital markets transactions and mergers and acquisitions.

Farley graduated from Stanford University

in Industrial Engineering.

She is a member of YPO - Young Presidents’ Organization.

Farley was selected to serve on our board of directors following the Business Combination based on her past experience with business

development, capital raising, financings, and banking.

We believe Ms.

Farley’s expansive financial background and past experience with

business development and capital raising make her well qualified to serve as a member of our board of directors.

Fry has served as a member of our board of directors since November 2024.

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Fry is based in

His expertise in capital markets and strategic asset management is expected to contribute to Conduit’s growth goals

His expertise in capital markets and strategic asset management is expected to contribute to CDT’s growth goals

as the company pursues development-ready assets and aims to enhance shareholder value.

Regan is a British born polar explorer and entrepreneur.

He has served as a member of our board of directors since

September 2023.

He was a co-founder of Conduit Pharmaceuticals Limited and has served as a board member of Old Conduit since 2019.

Regan also founded Corvus Capital Limited and has been its Chief Executive Officer since 2008.

Corvus Capital is an investment vehicle

that was previously listed on the London Stock Exchange prior to being taken private in 2008.

Corvus Capital continues to invest in a

number of industries and sectors.

Regan also has experience as an investor in a number of public and private companies, including

ASOS.com Ltd, a global online fashion and beauty retailer, Virtual Internet, an IT services company that specializes in hosting infrastructure

such as VMWare cloud hosting and Managed and Dedicated Servers, and Imperial Energy Corporation plc, an upstream oil and gas exploration

and production company.

Prior to that, Dr.

Regan was the Chief Executive Officer of Hobson Plc, which was listed on the London Stock

Exchange, until its sale in 1996 through a cash takeover.

Regan has a strong interest in the use of bio-inspired science to create

solutions for present day problems.

In 2014, he was awarded a PhD from Oxford Brookes University for his research in writing and developing

a bio-inspired algorithm for forecasting the financial markets.

He is passionate about the polar regions and is an accomplished polar

explorer having led a number of expeditions to both the Arctic and Antarctica.

Regan was selected to serve on our board of directors

following the Business Combination based on his knowledge of Old Conduit and his extensive experience in investing, financing, overseeing

and developing companies.

business and affairs are organized under the direction of our board of directors.

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directors, except for Messrs.

Bligh, Tapolczay, and Regan are independent directors within the meaning of the applicable Nasdaq listing

A majority of the members of the board of directors and all members of the Audit Committee, Compensation Committee, and Nominating

and Corporate Governance Committee are independent directors under the applicable Nasdaq listing standards.

Bligh and Regan are independent directors within the meaning of the applicable Nasdaq listing standards.

A majority of the members of the board of directors and all members of the Audit Committee, Compensation Committee, and Nominating and

Corporate Governance Committee are independent directors under the applicable Nasdaq listing standards.

Leadership Structure

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structure serves us well by maintaining a link between management, through Dr.

Tapolczay’s membership on the board of directors,

and the non-executive directors led by Dr.

Regan’s membership on the board of directors, and

the non-executive directors led by Dr.

Lewis-Hall in her role as a non-executive Chairperson.

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Each charter sets forth the committee’s specific functions and responsibilities.

of directors of may from time to time establish other committees.

of directors may from time to time establish other committees.

Audit Committee assists the board of directors with its oversight of the integrity of the financial statements;

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the performance of other executive officers (including officers reporting under Section 16 of the Exchange Act).

Compensation Committee is comprised of three members:

Charles (Chairperson), Ms.

Farley, and Mr.

The composition of the Compensation

Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations.

Each member of the Compensation

Committee is a “non-employee” director within the meaning of Rule 16b-3 promulgated under the Exchange Act.

Compensation Committee is comprised of two members:

Lewis-Hall and Mr.

Fry (chairperson).

The composition of the Compensation Committee

meets the requirements for independence under the current Nasdaq and SEC rules and regulations.

Each member of the Compensation Committee

is a “non-employee” director within the meaning of Rule 16b-3 promulgated under the Exchange Act.

and Governance Committee

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responsibility policies, objectives, and practices on a periodic basis.

Nominating and Corporate Governance Committee is comprised of two members:

Lewis-Hall (Chairperson) and Ms.

The composition

of the Nominating and Corporate Governance Committee meets the requirements for independence under the current Nasdaq and SEC rules and

Nominating and Corporate Governance Committee is comprised of three members:

Lewis-Hall (Chairperson) Ms.

Chiavacci Farley, and Mr.

The composition of the Nominating and Corporate Governance Committee meets the requirements for independence under the current Nasdaq

and SEC rules and regulations.

Committee Interlocks and Insider Participation

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adopted a written Code of Conduct applicable to all of our directors, officers, and employees, which is available on the Company’s

website at http://www.conduitpharma.com.

website at http://www.cdtequity.com.

Our Internet website address is provided as an inactive textual reference only.

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The indemnification agreements and our amended and restated certificate of incorporation and amended

and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

and restated by laws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Trading Policy

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Company or its securities other than in compliance with applicable law, subject to the policies and procedures adopted by the Company.

or around August 14, 2024, the Company was first made aware that one of its directors, through a wholly owned subsidiary, had

previously entered into certain collateral pledge agreements that resulted in the disposition of a substantial amount of shares in

the Company pursuant to those agreements without the Company’s knowledge.

In addition, the Company also became aware that

approximately 300,000 thousand shares (or 31% of our then outstanding common stock as of August 14, 2024) were subject to a

further third-party pledge arrangement with a then significant stockholder of the Company.

Upon learning of these transactions, the

board of directors has appointed an independent committee of the board of directors (the “Special Committee”) and

delegated to the Special Committee the authority to review these matters and determine action(s), if any, to be taken by the Company

in response thereto.

Additionally, the Company formed another committee of the board of directors (the “Trading Review

Committee”) and delegated to the Trading Review Committee the authority to investigate and review the trading patterns of

certain of the Company’s stockholders and determine action(s), if any, to be taken by the Company in response thereto.

Company values its stockholders and wants to have all available data at its disposal to act in its fiduciary capacity.

or around August 14, 2024, the Company was first made aware that one of its directors, through a wholly owned subsidiary, had previously

entered into certain collateral pledge agreements that resulted in the disposition of a substantial amount of shares in the Company pursuant

to those agreements without the Company’s knowledge.

In addition, the Company also became aware that approximately 100

shares (or 31% of our then outstanding common stock as of August 14, 2024) were subject to a further third-party pledge arrangement with

a then significant stockholder of the Company.

Upon learning of these transactions, the board of directors has appointed an independent

committee of the board of directors (the “Special Committee”) and delegated to the Special Committee the authority to review

these matters and determine action(s), if any, to be taken by the Company in response thereto.

Additionally, the Company formed another

committee of the board of directors (the “Trading Review Committee”) and delegated to the Trading Review Committee the authority

to investigate and review the trading patterns of certain of the Company’s stockholders and determine action(s), if any, to be

taken by the Company in response thereto.

The Company values its stockholders and wants to have all available data at its disposal to

act in its fiduciary capacity.

16(a) Beneficial Ownership Reporting Compliance

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reports were required, during the year ended December 31, 2025, all Section 16(a) filing requirements applicable to our officers,

directors and greater than ten percent beneficial owners were complied with, except for the Form 4 filed Andrew Regan on September

19, 2024 reporting a pledging of shares on June 14, 2024 and the sale of shares from July 2, 2024 to July 17, 2024.

The delinquent

filing was inadvertent.

directors and greater than ten percent beneficial owners were complied with, except for one Form 3, reporting one transaction, filed

by Sarborg Ltd.

on May 7, 2025, two Form 4s filed by Andrew Regan, reporting two transactions as filed on June 13, 2025 and December 22, 2025, one Form 4

filed by Chele Chiavacci Farley, reporting one transaction, on August 26, 2025, one Form 4 filed by Freda C.

Lewis-Hall, reporting one transaction, on August 26, 2025, and one Form 4 filed by

Simon Fry, reporting one transaction, on August 26, 2025.

Late reports amounted to one for Sarborg Ltd, two for Andrew Regan, one

for Chele Chiavacci Farley, one for Freda C.

Lewis-Hall, and one for Simon Fry.

Executive Compensation

2025 Summary Compensation Table

following table summarizes the compensation earned by or paid to our principal executive officer and our principal financial officer,

who constitute all of our executive officers, for fiscal 2024 and fiscal 2023.

We have no defined benefit or actuarial pension plan,

and no deferred compensation plan.

following table summarizes the compensation earned by or paid to our principal executive officer, our former principal executive officer,

and our principal financial officer, who constitute all of our executive officers for fiscal 2025 and fiscal 2024.

We have no defined

benefit or actuarial pension plan, and no deferred compensation plan.

NAME AND PRINCIPAL POSITION

Bonus (2) ($)

OPTION AWARDS

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ALL OTHER COMPENSATION

Andrew Regan (6)

David Tapolczay

Chief Executive Officer and Director

James Bligh, Interim Chief Financial Officer

Adam Sragovicz (5)

Former Chief Executive Officer and Director and Current Head of Licensing & Strategy

Chief Financial Officer

converted from British Pounds to US Dollars based on the following exchange rate in effect as of December 31, 2024:

the grant date fair value of the 372 fully vested shares issued to Mr.

Bligh in June 2024 to reflect his increased responsibilities

as interim Chief Executive Officer, based on a stock price of $284 on the date of grant.

the grant date fair value of stock option awards for the applicable year computed in accordance with FASB ASC Topic 718.

11 to the consolidated financial statements included in this Annual Report for a discussion of the relevant assumptions used in calculating

the grant date fair value pursuant to FASB ASC Topic 718.

As required by SEC rules, the amounts shown exclude the impact of estimated

forfeitures related to service-based vesting conditions.

Our named executive officers will only realize compensation to the extent

the trading price of our common stock is greater than the exercise price of such stock options.

The amounts shown for 2024 represent 401(k) matching contributions

of $16,732 and $3,300 for Mr.

Bligh and Mr.

Sragovicz, respectively.

Sragovicz, includes severance benefits of continued payment of his base salary, and subsidized health insurance premiums, for

a period of four months after the effective date of his resignation.

Salaries converted from

British Pounds to US Dollars based on the following exchange rate in effect as of December 31, 2025:

a sign-on bonus of £100,000 for Dr.

Tapolczay upon his appointment as Head of Licensing & Strategy.

Reflects bonuses of

£160,000 and £102,000 awarded to James Bligh for the years ended December 31, 2025 and 2024, respectively;

bonus was accrued and paid within 2025, while the 2024 bonus was accrued in 2024 and paid during 2025.

Reflects a one-time bonus of $0.4 million to Andrew Regan in lieu of a salary.

Reflects the grant date

fair value of fully vested stock awards granted to each of Dr.

Regan and Mr.

Bligh in 2025 computed in accordance with FASB ASC Topic

See Note 11 to the consolidated financial statements included in this Annual Report for a discussion of the relevant assumptions

used in calculating the grant date fair value pursuant to FASB ASC Topic 718.

Reflects the grant date

fair value of stock option awards for the applicable year computed in accordance with FASB ASC Topic 718.

See Note 11 to the consolidated

financial statements included in this Annual Report for a discussion of the relevant assumptions used in calculating the grant date

fair value pursuant to FASB ASC Topic 718.

As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures

related to service-based vesting conditions.

Our named executive officers will only realize compensation to the extent the trading

price of our common stock is greater than the exercise price of such stock options.

The amounts shown for 2024 represent 401(k) matching contributions of $16,732

Bligh and compensation expense of $7.0 million to Andrew Regan in connection with the transfer of CPL to Corvus.

Regan was appointed

as the Chief Executive Officer of the Company on April 15, 2025.

Adjustments for 2025

3 unchanged sentences

reviewed and established by the Compensation Committee and the board of directors on a competitive basis each year to align with market

2024, the board of directors (i) increased Dr.

Tapolczay’s base salary by 3%, and (ii) increased Mr.

Bligh’s base salary

by £60,000 to compensate for his additional duties as Chief Financial Officer.

Compensation Committee believes that a competitive long-term incentive program is an important component of the compensation of our named

5 unchanged sentences

with those of our stockholders.

November 2024, the board of directors, with the help of Aon, its independent compensation consultant, conducted a review of the long-term

incentive opportunities for our named executive officers.

Based on a review of each executive’s individual performance, Mr.

additional duties as interim Chief Financial Officer, and the applicable market data, the board of directors approved the following stock

option grants:

Tapolczay received a stock option to purchase 8,400 shares, and (ii) Mr.

Bligh received a stock option to purchase

September 2025, the board of directors, conducted a review of the long-term incentive opportunities for our named executive officers.

Based on a review of each executive’s individual performance, having not provided a cash bonus to Mr.

Bligh in two years, having

not provided a salary or bonus to Dr.

Regan for his services, and the applicable market data, the board of directors approved the following

stock grants:

Regan received a fully vested stock award of 5,600 shares, and (ii) Mr.

Bligh received a fully vested stock award of

2,400 shares.

Each stock option vests 50% of the grant date and 50% in three equal annual installments thereafter.

Bligh received

a one-time grant of 372.72 full vested shares in June 2024, in recognition of his increased responsibilities as interim Chief Executive

These grant levels have been adjusted to reflect the 1-for-100 reverse stock split on January 24, 2025.

entered into an employment agreement with our chief executive officer on September 22, 2023, which was the closing date of

the Business Combination.

James Bligh is serving as the Company’s interim chief

financial officer.

These agreements are summarized below.

These grant levels have been adjusted to reflect the 1-for-25 reverse stock split on March 26, 2025.

September 22, 2023, we entered into an employment agreement (the “Tapolczay Employment Agreement”) with Dr.

2 unchanged sentences

the Tapolczay Employment Agreement, Dr.

Tapolczay is entitled to (i) an annual base salary of $550,000 increased to $566,500 effective November 1, 2024, and (ii) a target annual

bonus opportunity equal to 50% of his base salary, payable based on the achievement of performance objectives as determined by our

board of directors.

Tapolczay was entitled to (i) an annual base salary of $550,000 increased to $566,500 effective

November 1, 2024, and (ii) a target annual bonus opportunity equal to 50% of his base salary, payable based on the achievement of performance

objectives as determined by our board of directors.

In addition, the Tapolczay Employment Agreement provides that Dr.

Tapolczay is entitled to receive a sign-on

stock option award to purchase 0.40% of the shares of our Common Stock pursuant to the terms of the 2023 Stock Incentive Plan, which

shall vest in equal annual installments on the first four anniversaries of the Business Combination.

The Tapolczay Employment

Agreement provides that if we terminate Dr.

Tapolczay’s employment other than for cause or disability, or if he terminates his

employment for good reason, in either case other than the change in control protection period (described below), he would be

entitled to receive (i) continued payment of his annual base salary for 12 months following the date of termination, (ii) a lump sum

payment of his annual cash performance bonus that had been earned by him for a completed fiscal year or other measuring period but

that had not yet been paid to him as of the date of termination, (iii) a lump sum payment equal to his then target annual bonus

opportunity, pro-rated based on the total number of days elapsed in the calendar year through the date of termination, (iv) payment

or reimbursement of the COBRA premiums for him and his eligible dependents, or if COBRA is not available under our group health

plan, a cash amount equal to such payments or reimbursements (in either case, less the premiums he was paying for such coverage

while employed), until the earliest of (x) the last day of the applicable salary continuation period specified above, or (y) the

date he becomes eligible for comparable health insurance coverage under a subsequent employer’s group health plan;

accelerated vesting of such number of his unvested equity awards as would have vested had he remained employed during the 12-month

period following his date of termination (provided, however, that, any equity awards that vest in whole or in part based on the

attainment of performance-vesting conditions shall be governed by the terms of the applicable award agreement).

Tapolczay Employment Agreement provides that if we terminate Dr.

Tapolczay’s employment other than for cause or disability, or

if he terminates his employment for good reason, in either case within three months prior to or 12 months after a change in control (such

period, the change in control period), he would be entitled to receive (i) continued payment of his annual base salary for 18 months

following the date of termination, (ii) a lump sum payment of his annual cash performance bonus that had been earned by him for a completed

fiscal year or other measuring period but that had not yet been paid to him as of the date of termination, (iii) a lump sum payment equal

to 150% of his then target annual bonus opportunity (without pro-ration), (iv) payment or reimbursement of the COBRA premiums for him

and his eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements

(in either case, less the premiums he was paying for such coverage while employed), until the earliest of (x) the last day of the applicable

salary continuation period specified above, or (y) the date he becomes eligible for comparable health insurance coverage under a subsequent

employer’s group health plan;

and (v) accelerated vesting of 100% of his unvested equity awards (provided, however, that, any equity

awards that vest in whole or in part based on the attainment of performance-vesting conditions shall be governed by the terms of the

applicable award agreement).

Additionally,

to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section

4999 of the Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result

in a greater net after-tax benefit to the executive than receiving the full amount of such payments.

exchange for the severance benefits described above, Dr.

Tapolczay must (i) sign and not revoke a release of claims in favor of the Company,

(ii) comply with his proprietary information and inventions assignment agreement, (iii) refrain from soliciting employees of the Company

for a period of one year after his termination of employment, and (iv) comply with the other provisions of the Tapolczay Employment Agreement.

On November 15, 2024, Conduit

Pharmaceuticals Limited and Conduit UK Management LTD., wholly-owned subsidiaries of the Company, entered into an amended and restated

employment agreement (the “Bligh Employment Agreement”) with James Bligh, pursuant to which Mr.

continue to be employed by Conduit UK Management LTD.

and continue to serve as the Interim Chief Financial Officer and Senior

Vice President - Strategy of the Company.

Tapolczay was entitled

to receive a sign-on stock option award to purchase 0.40% of the shares of our Common Stock pursuant to the terms of the 2023 Stock Incentive

Plan, which shall vest in equal annual installments over four years.

The Tapolczay Employment Agreement provided for severance benefits

if he incurred certain terminations of employment.

April 12, 2025, Dr.

Tapolczay notified the Board of the Company of his resignation from both the Board and his position as Chief Executive

Officer effective immediately.

The Tapolczay Employment Agreement was terminated and he was not entitled to receive any severance benefits

under that agreement.

However, Conduit UK Management LTD, a wholly owned subsidiary of the Company, entered into an Employment Agreement

(the “Conduit UK Tapolczay Employment Agreement”) with Dr.

Tapolczay pursuant to which Dr.

Tapolczay provides strategic advisory

services as Head of Licensing & Strategy, reporting to the Chief Executive Officer.

In exchange for Dr.

Tapolczay’s services,

he received a sign-on bonus of £100,000 and an annual base salary of £240,000.

Consistent with the terms of the Company’s

2023 Stock Incentive Plan, as amended, and subject to Dr.

Tapolczay’s continued service pursuant to his Conduit UK Tapolczay Employment

Agreement, his outstanding equity awards he has previously received will remain outstanding and continue to vest based on the vesting

dates thereof.

Tapolczay will provide the Company with a release of claims and will be subject to certain non-competition, non-solicitation,

non-disparagement, and confidentiality covenants.

On November 15, 2024, Conduit Pharmaceuticals

Limited and Conduit UK Management LTD., wholly-owned subsidiaries of the Company, entered into an amended and restated employment

agreement (the “Bligh Employment Agreement”) with James Bligh, pursuant to which Mr.

Bligh will continue to be employed

by Conduit UK Management LTD.

and continue to serve as the Interim Chief Financial Officer and Senior Vice President - Strategy

of the Company.

Under the Bligh Employment Agreement, Mr.

Bligh will receive an annual base salary

of £400,000 and will be entitled to a discretionary cash bonus of up to 40% of his base salary, subject to the achievement of certain

milestones that may be established by the Board of Directors or a committee thereof, from time to time.

Bligh is also entitled to

reimbursement for reasonable out-of-pocket expenses incurred by him in the performance of his duties, subject to the terms of any expenses

policy the Company may have.

The Bligh Employment Agreement requires at least six months’ advanced

written notice for Mr.

Bligh or Conduit UK Management LTD.

Bligh will receive an annual base salary of £400,000 (approximately

$500k), and will be entitled to a discretionary cash bonus of up to 40% of his base salary, subject to the achievement of certain milestones

that may be established by the Board of Directors or a committee thereof, from time to time.

Bligh is also entitled to reimbursement

for reasonable out-of-pocket expenses incurred by him in the performance of his duties, subject to the terms of any expenses policy the

Company may have.

Bligh Employment Agreement requires at least six months’ advanced written notice for Mr.

Bligh or Conduit UK Management

to terminate Mr.

Bligh’s employment, except in the case

of a summary dismissal (as described in the Bligh Employment Agreement).

Bligh’s employment, except in the case of a summary dismissal (as described in the Bligh Employment

However, Conduit UK Management LTD.

may, at its sole discretion

and by written notice, terminate Mr.

Bligh’s employment immediately and provide compensation to Mr.

Bligh for the unexpired

portion of such notice period.

The Bligh Employment Agreement replaces and supersedes the prior employment agreement between Conduit Pharmaceuticals

Limited and Mr.

May 10, 2024, Adam Sragovicz informed the Board of Directors of his intention to resign as Chief Financial Officer of the Company.

connection with his resignation, Mr.

Sragovicz agreed to continue in his current role, with the same responsibilities and obligations

as he previously had, through the day after the filing of this Quarterly Report on Form 10-Q, so that his resignation will become effective

on May 15, 2024.

Sragovicz’s resignation was not due to any disagreement with management or the Company’s operations,

policies or practices.

Company entered into a separation agreement with Mr.

Sragovicz on May 12, 2024, which provides for continued payment of his base salary,

and subsidized health insurance premiums, for a period of four months after the effective date of his resignation.

In exchange for these

benefits, Mr.

Sragovicz has signed a mutual release of claims, agreed to a mutual non-disparagement covenant, and re-affirmed certain

confidentiality, non-solicitation and post-departure cooperation covenants.

may, at its sole discretion and by written notice, terminate Mr.

Bligh’s employment

immediately and provide compensation to Mr.

Bligh for the unexpired portion of such notice period.

The Bligh Employment Agreement

replaces and supersedes the prior employment agreement between Conduit Pharmaceuticals Limited and Mr.

August 4, 2025, James Bligh, co-founder, director and Interim Chief Financial Officer had been appointed as the permanent Chief

Financial Officer of the Company.

Bligh will remain a member of the Company’s board of directors.

On April 15, 2025, the Company appointed Andrew

Regan as Chief Executive Officer, effective immediately (the “Appointment”).

As a result of the Appointment, Dr.

serve as Chief Executive Officer of the Company and will continue to serve as a director on the Board.

Regan has not entered into

any compensation plans and will continue to waive all salary in connection with his service as Chief Executive Officer, and will be entitled

to reimbursement of expenses incurred in connection with his role as Chief Executive Officer, although the Board may assess this determination

from time to time, resulting in the grant of one-time bonuses to Dr.

Equity Awards at 2025 Fiscal Year-End

1 unchanged sentence

end of our fiscal year.

The option shares reported below have been adjusted to reflect the 1-for-100

reverse stock split on January 24, 2025.

OPTION AWARDS

OPTION OR STOCK AWARD GRANT DATE

NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE

NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS

(#) UNEXERCISABLE

OPTION EXERCISE PRICE

OPTION EXPIRATION DATE

The option shares reported below have been adjusted to reflect the 1-for-25 reverse stock split on March 26, 2026.

OR STOCK AWARD GRANT DATE

OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE

OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE

EXERCISE PRICE

EXPIRATION DATE

David Tapolczay

11/18/2024 (2)

12/1/2023 (1)

11/18/2024 (2)

11/18/2024 (1)

stock option vests as to 1/4 of the underlying shares on each of the first four anniversaries of the vesting commencement date

The stock options vests 50% of the grant date and 50% in three equal annual installments thereafter

Stock Incentive Plan

September 20, 2023, MURF stockholders approved the Conduit Pharmaceuticals Inc.

2023 Stock Incentive Plan (the “2023 Plan”).

The 2023 Plan permits our board of directors or compensation committee to grant may grant or issue stock options, stock appreciation

rights, restricted stock, restricted stock units, performance stock units, other stock- or cash-based awards and dividend equivalents,

or any combination thereof, to officers, employees, directors or consultants of the Company.

to adjustment for stock splits or similar events, the 2023 Plan initially reserved 114,976 shares of Common Stock for issuance

pursuant to awards, plus an annual increase on the first day of each calendar year beginning in 2024 and ending in 2033 equal to the

lesser of (i) 5% of the shares of Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such

smaller number of shares of Common Stock as determined by our board of directors.

The 2023 Plan was increased

by 36,914 shares of common stock effective January 1, 2024, and by 69,240 shares of common stock effective January 1,

On February 6, 2025, the Company filed a registration statement on Form S-8 that increased the number of shares of Common

Stock available for issuance under the 2023 Plan by 69,240 shares.

The stock option vests

as to 1/4 of the underlying shares on each of the first four anniversaries of the vesting commencement date

The stock options vests

50% of the grant date and 50% in three equal annual installments thereafter

Authorized for Issuance under Equity Compensation Plans

following table provides a summary of the securities authorized for issuance under our equity compensation plans as of December 31, 2025.

The table reported below have been adjusted to reflect the 1-for-25

reverse stock split on March 26, 2026.

Plan category

6 unchanged sentences

Equity compensation plans not approved by security holders

following table sets forth the compensation we paid to our non-employee directors during fiscal 2024:

following table sets forth the compensation we paid to our non-employee directors during fiscal 2025 (The shares reported below have

been adjusted to reflect the 1-for-25 reverse stock split on March 26, 2026):

Fees earned or

1 unchanged sentence

Freda Lewis-Hall

Andrew Regan (5)

Lewis-Hall elected to receive $40,250 of her cash fees in the form of fully vested shares,

Chiavacci Farley elected to receive $27,500 of her cash fees in the form of fully vested

shares, and Ms.

Charles elected to receive $24,500 of her cash fees in the form of fully

vested shares.

the grant date fair value of (i) the 372 fully vested shares issued to Ms.

Chiavacci Farley in June 2024, based on a stock price

of $284 on the date of grant, and (ii) the 750 fully vested shares issued to Ms.

Charles in November 2024, based on a stock price

of $9.20 on the date of grant.

in this column represents the aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, of option awards

granted to participating non-employee directors in 2024.

For a description of the assumptions we used to calculate these amounts,

see Note 11 to the consolidated financial statements included in this Annual Report.

On May 12, 2024, Ms.

McNealey announced her resignation, due to personal

reasons, as a member of the Board of Directors of the Company and from all committees on which she served, effective as of May 13, 2024.

McNealey’s resignation was not due to any disagreement with management or the Company’s operations, policies or practices.

Regan waived his right to receive any compensation for services as

a non-employee director of the Company, effective as of the closing of the Business Combination.

As a result, Dr.

Regan has not been

paid any cash retainers or received any equity retainers since the closing date.

As of December 31, 2024, our non-employee directors held the following

stock options:

OPTION AWARDS

Lewis-Hall elected to receive $40,250 of her cash fees in the form

of fully vested shares, Ms.

Chiavacci Farley elected to receive $27,500 of her cash fees in the form of fully vested shares, Mr.

to receive $23,750 of his cash fees in the form of fully vested shares, and Ms.

Charles elected to receive $36,750 of her cash fees in

the form of fully vested shares.

Reflects the grant date fair value of fully vested stock awards granted

to each of Mr.

Farley and Ms.

Lewis-Hall in 2025 computed in accordance with FASB ASC Topic 718.

See Note 11 to the consolidated

financial statements included in this Annual Report for a discussion of the relevant assumptions used in calculating the grant date fair

value pursuant to FASB ASC Topic 718.

On April 16, 2025, Ms.

Charles announced her resignation, due to personal reasons, as a member of the Board of Directors of the Company and from all committees

on which she served, effective as of April 16, 2025.

Charles’s resignation was not due to any disagreement with management

or the Company’s operations, policies or practices.

of December 31, 2025, our non-employee directors held the following stock options (the option shares reported below have been adjusted

to reflect the 1-for-25 reverse stock split on March 26, 2026):

UNEXERCISABLE

EXERCISE PRICE

12/18/2024 (2)

12/1/2023 (1)

Chele Chiavacci Farley

12/18/2024 (2)

12/1/2023 (1)

Freda Lewis-Hall

12/18/2024 (2)

12/1/2023 (1)

12/18/2024 (2)

The stock option vests as to 1/3 of the underlying shares on each of the first three anniversaries of the vesting commencement date

The stock options vests 100% of the underlying shares on the first anniversary of the vesting commencement date

The stock option vests

as to 1/3 of the underlying shares on each of the first three anniversaries of the vesting commencement date.

The stock options vests

100% of the underlying shares on the vesting commencement date.

Program for the Board of Directors

adopted a compensation program for our board of directors, which became effective upon completion of the Business Combination, and was

amended on November 15, 2024.

Under the compensation program, the non-employee directors will receive the following annual cash

retainers for their service on the board of directors and its committees:

for each non-employee director;

for the Chairperson of the board of directors;

for the chair of the Audit Committee and $7,500 for each of the other members of that committee;

for the chair of the Compensation Committee and $5,000 for each of the other members of that committee;

for the chair of the Nominating and Corporate Governance Committee and $4,000 for each of the other members of that committee.

In addition, each non-employee director who is

initially elected or appointed to the board of directors will automatically be granted on the day of such first election or appointment

a stock option to purchase 4,200 shares of our Common Stock (the “Initial Award”).

Each Initial Award will vest and become

exercisable in substantially equal installments on each of the first three anniversaries of the date of grant, subject to the non-employee

director continuing in service on the board of directors through each such vesting date.

A non-employee director who is serving on the

board of directors as of the date of any annual meeting after the effective date of the new program, and who will continue to serve as

a non-employee director immediately following such meeting, will automatically be granted on the date of such annual meeting a stock option

to purchase 4,200 shares of our Common Stock, which amount is pro-rated for new directors to reflect their service since the last annual

meeting (the “Annual Award”).

Each Annual Award will vest and become exercisable on the earlier of (i) the first anniversary

of the date of grant, or (ii) the date immediately prior to the next annual meeting of the Company’s stockholders following the

date of grant, subject to the non-employee director continuing in service on the board of directors through such vesting date.

Upon a change in control, all outstanding equity

awards that are held by a non-employee director shall become fully vested and exercisable.

In 2024, the board of directors appointed Dr.

to serve on the Special Committee and approved an additional cash retainer of $7,500 for each of them to reflect her service on the Special

In June 2024, the board of directors authorized the grant of a one-time additional equity retainer to Ms.

Chiavacci Farley

in the form of 372 fully vested shares to recognize the significant time she has devoted to the Company since September 2023, in her capacity

as a member of the board, assisting and advising the Company on certain strategic transactions, financings and accounting matters.

November 2024, the board of directors authorized the grant of a one-time additional equity retainer to Ms.

Charles in the form of 750

fully vested shares to recognize the significant time she has devoted to the Company since September 2023, in her capacity as a member

of the board, assisting and advising the Company on certain strategic transactions and financings.

Board members who are also

employees of the Company, such as Dr.

Tapolczay and Mr.

Bligh, are not eligible to participate in the non-employee director compensation

program described above and did not receive any compensation for service on the board of directors.

Moreover, Dr.

Regan waived his right

to receive any compensation under the program.

2023 Plan provides that the sum of the grant date fair value of all equity-based awards and the maximum amount of cash that may become

payable to any individual for services as a non-employee director during any calendar year may not exceed $750,000, increased to $1,000,000

in the calendar year of a non-employee director’s initial service as a non-employee director.

The plan administrator may make exceptions

to this limit for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion,

provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation

or in other contemporaneous compensation decisions involving non-employee directors.

amended on September 15, 2025.

Under the compensation program, the non-employee directors will receive the following

annual cash retainers for their service on the board of directors and its committees:

$100,000 for each non-employee

$25,000 for the chair of

the Audit Committee and $12,500 for each of the other members of that committee;

$25,000 for the chair of

the Compensation Committee and $12,500 for each of the other members of that committee;

$25,000 for the chair of

the Nominating and Corporate Governance Committee and $12,500 for each of the other members of that committee.

A non-employee director who is serving on the Board as of the date of any annual meeting after the effective date

of the program, and who will continue to serve as a non-employee director immediately following such meeting, will automatically be granted

on the date of such annual meeting a stock option to purchase 15,000 shares of our Common Stock, which amount is pro-rated for new directors

to reflect their service since the last annual meeting (the “Annual Award”).

Each Annual Award will vest and become exercisable

on the earlier of (i) the first anniversary of the date of grant, or (ii) the date immediately prior to the next annual meeting of the

Company’s stockholders following the date of grant, subject to the non-employee director continuing in service on the Board through

such vesting date.

members who are also employees of the Company, such as Dr.

Regan and Mr.

Bligh, are not eligible to participate in the non-employee director

compensation program described above and did not receive any compensation for service on the board of directors.

2023 Stock Incentive Plan, as amended, provides that the sum of the grant date fair value of all equity-based awards and the maximum

amount of cash that may become payable to any individual for services as a non-employee director during any calendar year may not exceed

$750,000, increased to $1,000,000 in the calendar year of a non-employee director’s initial service as a non-employee director.

The plan administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the

plan administrator may determine in its discretion, provided that the non-employee director receiving such additional compensation may

not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth beneficial ownership of the Company’s Common Stock as of March 28, 2025 by:

following table sets forth beneficial ownership of the Company’s Common Stock as of April 15, 2026 by:

person known to be the beneficial owner of more than 5% of the outstanding Common Stock of the Company;

5 unchanged sentences

securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting

of restricted stock units, within 60 days of March 28, 2025.

Shares subject to warrants or options that are currently exercisable or

exercisable within 60 days of March 28, 2025 or subject to restricted stock units that vest within 60 days of March 28, 2025 are considered

outstanding and beneficially owned by the person holding such warrants, options, or restricted stock units for the purpose of computing

the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any

other person.

of restricted stock units, within 60 days of April 15, 2026.

Shares subject to warrants or options that are currently

exercisable or exercisable within 60 days of April 15, 2026 or subject to restricted stock units that vest within 60 days of April 15, 2026 are considered outstanding and beneficially owned by the person holding such warrants, options, or restricted stock units for the

purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage

ownership of any other person.

as noted by footnote, and subject to community property laws where applicable, based on the information provided to the Company, the

1 unchanged sentence

owned by them.

Unless otherwise indicated, the business address of each beneficial owner listed in the table below is c/o Conduit Pharmaceuticals

Unless otherwise indicated, the business address of each beneficial owner listed in the table below is c/o CDT Equity

Inc., 4581 Tamiami Trail North, Suite 200 Naples, Florida 34103.

beneficial ownership of our Common Stock is based on 6,662,755 shares of Common Stock issued and outstanding as of March 28, 2025, which

number excludes the shares of Common Stock issuable upon exercise of the warrants.

Unless otherwise indicated, we believe that all persons

named in the table have sole voting and investment power with respect to all of the shares shown to be beneficially owned by them.

Name and Address of Beneficial Owner (1)

Common Stock*

beneficial ownership of our Common Stock is based on 4,858,417 shares of Common Stock issued and outstanding as of April 15, 2026,

which number excludes the shares of Common Stock issuable upon exercise of the warrants.

Unless otherwise indicated, we believe that

all persons named in the table have sole voting and investment power with respect to all of the shares shown to be beneficially

owned by them.

The table reported below have been adjusted to reflect the 1-for-25 reverse stock split effected on March 26,

and Address of Beneficial Owner (1)

Directors and executive officers

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Freda Lewis-Hall

David Tapolczay

All directors and executive officers as a group (6 individuals)

All directors and executive officers as a group

(5 individuals)

Craig Wigglesworth

Primary Development Fund (Cayman) SPC

Nirland Limited

beneficial ownership of less than 1%.

table does not include Adam Sragovicz, the Company’s former Chief Financial Officer, who resigned effective May 15, 2024, and

following such resignation, to the Company’s knowledge, did not beneficially own any securities of the Company.

of (i) 372 shares of Common Stock and (ii) options to purchase 10,009 shares Common Stock that are currently exercisable.

11,127 unvested options to purchase shares of Common Stock that are not exercisable within 60 days.

of (i) 3,415 shares of Common Stock and (ii) options to purchase 216 shares of Common Stock that are currently exercisable.

4,633 unvested options to purchase shares of Common Stock that are not exercisable within 60 days.

of (i) 3,515 shares of Common Stock, (ii) warrants to purchase 2,183 shares of Common Stock and (iii) options to purchase 216 shares

of Common Stock that are currently exercisable.

Excludes 4,633 unvested options to purchase shares of Common Stock that are not

exercisable within 60 days.

234,836 shares of Common Stock, of which (i) 4,379 are held directly by Dr.

Lewis-Hall, (ii) 20,033 were issued to Intelmed LLC, of which

Lewis-Hall is the Managing Director, (iii) 5,169 shares of Common Stock were received by Mr.

Consists of (i) 2,400 shares of Common Stock, and (ii) options to purchase 5 shares of Common Stock that are currently

Excludes 3 unvested options to purchase shares of Common Stock that are not exercisable within 60 days.

Consists of (i) 78,224 shares of Common Stock, (ii) warrants to purchase 1 shares of Common Stock and (iii) options

to purchase 77 shares of Common Stock that are currently exercisable.

Excludes 2 unvested options to purchase shares of Common Stock that

are not exercisable within 60 days.

Consists of shares of Common Stock, of which (i) 192 are held directly by

Lewis-Hall, (ii) 6 were issued to Intelmed LLC, of which Dr.

Lewis-Hall is the Managing Director, (iii) 1 share of Common Stock

was received by Mr.

Emerson Hall, Jr., Dr.

Lewis-Hall’s spouse, and (iv) 216 are underlying options that are currently exercisable and are held directly by Dr.

Lewis-Hall, (v) warrants to purchase 1,033 shares of Common Stock held directly by Dr.

Lewis-Hall and (vi) warrants to purchase

4,006 shares of Common Stock held by Intelmed LLC.

Lewis-Hall’s spouse, (iv) 77 are underlying options that are currently exercisable

and are held directly by Dr.

Lewis-Hall, (v) warrants to purchase 1 share of Common Stock held directly by Dr.

Lewis-Hall, and (vi) warrants

to purchase 1 share of Common Stock held by Intelmed LLC.

By virtue of this relationship with both Intelmed LLC and her spouse, Dr.

Lewis-Hall may be deemed to share beneficial

ownership of the securities held of record by Intelmed LLC and Mr.

may be deemed to share beneficial ownership of the securities held of record by Intelmed LLC and Mr.

Emerson Hall, Jr.

Lewis-Hall disclaims any such beneficial

ownership except to the extent of her pecuniary interest therein.

Excludes 4,633 unvested options to purchase shares of Common Stock

that are not exercisable within 60 days.

The business address of

Intelmed LLC is 11421 Golden Eagle Court Naples, Florida 34120.

of (i) 666 shares of Common Stock held directly by Dr.

Regan, (ii) 300,484 shares of Common Stock held by Corvus Capital Limited, and

(iii) 1,776 shares of Common Stock held by Algo Holdings, Inc.

Regan is the Chief Executive Officer of Corvus Capital Limited and

Algo Holdings, Inc.

is a wholly owned subsidiary of Corvus Capital Limited.

By virtue of this relationship, Dr.

Regan may be deemed

to share beneficial ownership of the securities held of record by Corvus Capital Limited and Algo Holdings, Inc.

Regan disclaims

any such beneficial ownership except to the extent of his pecuniary interest therein.

Pursuant to a participation and inducement

agreement with Nirland Limited, the 30,048 shares of Common Stock held by Corvus Capital Limited may, in certain circumstances, be

subject to transfer to Nirland Limited and all such shares of Common Stock are subject to a pledge agreement with respect to such

The business address of Corvus Capital Limited is Floor 2, Willow House, Cricket Square PO Box 709 Grand Cayman KY1-1107,

Cayman Islands.

of (i) 20,033 shares received pursuant to the Agreement and Plan of Merger, dated as of November 8, 2022 and as amended on January

27, 2023 and May 11, 2023, by and among the Company, Conduit and the Merger Sub and (ii) options to purchase 4,945 shares of Common

Stock that are currently exercisable and, (iii) warrants to purchase 6,009 shares of Common Stock.

Excludes 6,436 options to purchase shares of Common Stock that are not exercisable within 60 days.

Consist of 2,000 shares of common stock and excludes 4,200 options

to purchase shares of Common Stock that are not exercisable within 60 days.

disclaims any such beneficial ownership except to the extent of her pecuniary interest therein.

Excludes 2 unvested option to purchase

shares of Common Stock that are not exercisable within 60 days.

The business address of Intelmed LLC is 11421 Golden Eagle Court Naples,

Florida 34120.

Consists of (i) 5,600 shares of Common Stock held directly by Dr.

(ii) 156,393 shares of Common Stock held by Corvus Capital Limited (“Corvus”), and (iii) 773 shares of Common Stock held by Manoira Corporation (“Manoira”).

the owner of 99.0% of the equity interests of Manoira and Algo is a wholly owned subsidiary of Corvus, and, therefore, may also be deemed

to beneficially own the shares of Common Stock held of record by Manoira and Algo.

Regan is the sole director of Manoira and the Chief

Executive Officer and sole shareholder of Corvus.

By virtue of these relationships, Dr.

Regan may be deemed to beneficially own the shares

of Common Stock held by Manoira, Algo and Corvus.

Each of Corvus and Dr.

Regan disclaims any such beneficial ownership except to the extent

of its or his pecuniary interest therein.

Pursuant to a participation and inducement agreement with Nirland Limited, 100 shares of Common

Stock held by Corvus may, in certain circumstances, be subject to transfer to Nirland Limited and all such shares of Common Stock are

subject to a pledge agreement with respect to such arrangement.

The business address of Corvus is Floor 2, Willow House, Cricket Square

PO Box 709 Grand Cayman KY1-1107, Cayman Islands.

Consists of 184 shares of Common Stock and options to purchase 76 shares

of Common Stock that are currently exercisable.

Excludes 2 options to purchase shares of Common Stock that are not exercisable within

Consists of shares issued pursuant to the February 2026 Sarborg Transaction

(defined below) comprising of (i) 1,469,711 shares of Common Stock held directly by Prospect Capital Securities Limited (“PCSL”);

and (ii) 598,289 shares of Common Stock held directly by Prospect Finance Limited (“PFL”).

Taylor disclaims beneficial ownership of such shares of Common Stock

held by PCSL and PFL except to the extent of his pecuniary interest.

The business address of each of Mark Taylor, PCSL, and PFL is Level

4, 16 Viaduct Harbour Avenue, Auckland, New Zealand.

Consists of shares issued pursuant to the February 2026 Sarborg Transaction

(defined below).

The address of Craig Wigglesworth is 264 Riddell Road, Glendowie, Auckland 1071, New Zealand.

Consists of shares issued pursuant to the February 2026 Sarborg Transaction

(defined below).

The address of Primary Development Fund (Cayman) SPC is FOR SUB A/C OF E3 FUND SP, IFINA UK Ltd., Ifina House, 6 the

Court, Holywell Business Park, Northfield Road, Southam, Warwickshire, CV47 OFS United Kingdom.

Consists of shares issued pursuant to the February 2026 Sarborg Transaction

(defined below).

The business address of Nirland Limited is The Old Stables Rue a L’Or, St Peter Port, Guernsey GY1 1QG.

Certain Relationships and Related Transactions, and Director Independence

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circumstances, the transaction is in the best interests of the Company and its stockholders.

November 16, 2021, the Sponsor, Murphy Canyon Acquisition Sponsor LLC, previously an affiliate of MURF, purchased an aggregate of 43,125

shares of Common Stock for the aggregate price of $25,000 (the “Founder Shares”).

The Founder Shares included an aggregate

of up to 7,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised

in full or in part, or 10,062 shares if the underwriters’ over-allotment was exercised in full, so that the Sponsor would collectively

own 20% of the Company’s issued and outstanding shares after the IPO (assuming that, in the IPO, the Sponsor only purchased Class

A common stock consisting of (i) the Founder Shares and (ii) the 7,540 shares of Class A common stock included in the units purchased

by the Sponsor in connection with the IPO (together, the “Private Shares”).

As a result of the underwriters’ election

to exercise their over-allotment option, on January 26, 2022, the Sponsor surrendered and forfeited 10,062 Founder Shares.

such forfeiture, the Sponsor held 33,062 Founder Shares.

Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to

(A) six months after the completion of our initial business combination, and (B) subsequent to the initial business combination

if we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our public stockholders having

the right to exchange their public shares for cash, securities or other property.

Notwithstanding the foregoing, the Sponsor shall have

the right to transfer its ownership in the Founder Shares at any time to the extent that it determines, in good faith, that such transfer

is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act

Contemporaneously

12 unchanged sentences

In connection

with completion of the Business Combination, the Sponsor transferred 45,000 placement units (15,000 each) to each of Mrs.

with completion of the Business Combination, the Sponsor transferred placement units to each of Mrs.

Knuettell and

Feinberg, former Directors of MURF, and Ms.

Chiavacci Farley, former Director of MURF and current Director of Conduit.

Chiavacci Farley, former Director of MURF and current Director of CDT.

Support Agreement

5 unchanged sentences

September 2023, concurrently with the completion of the Business Combination, pursuant to the PIPE Subscription Agreement (the “PIPE

Subscription Agreement “) for an aggregate purchase price of $20.0 million, the Company issued an aggregate of 20,000 shares

of the Company’s Common Stock and PIPE Warrants (the “PIPE Warrants”) to purchase 20,000 shares of Company Common

Subscription Agreement “) for an aggregate purchase price of $20.0 million, the Company issued an aggregate of 6 shares of

the Company’s Common Stock and PIPE Warrants (the “PIPE Warrants”) to purchase 6 shares of Company Common Stock.

In conjunction with the execution of the PIPE Subscription Agreement, Corvus Capital and its affiliates entered into a participation

30 unchanged sentences

of the financial statements, with the resulting quotient rounded down to the nearest whole share.

Heilbron was award stock options to purchase 30,000 shares of Common

Stock on December 1, 2023.

As of December 31, 2024, and subsequent

agreement between the parties, the Company has paid Mr.

Heilbron was awarded stock options

to purchase 10 shares of Common Stock on December 1, 2023.

As of December 31, 2024, and subsequent agreement between the parties,

the Company has paid Mr.

Heilbron approximately $25,000 and granted Mr.

Heilbron 6,900 shares of the Company’s

common stock.

Support Agreements

with the execution of the Merger Agreement, MURF, Old Conduit, and certain shareholders of Old Conduit (the “Old Conduit Shareholders”)

entered into a certain shareholder support agreement dated November 8, 2022, pursuant to which the Old Conduit Shareholders agreed to

vote all Old Conduit shares beneficially owned by them, including any additional shares of Old Conduit they acquire ownership of or the

power to vote, in favor of the Business Combination and related transactions.

Under the support agreements, each Old Conduit Shareholder

also agreed that, prior to the termination of the applicable support agreement, such Old Conduit Shareholder would not transfer or otherwise

enter into any agreement or understanding with respect to a transfer relating to any shares of Old Conduit owned by such shareholder.

The support agreements automatically terminated on September 22, 2023.

Conduit Shareholder Lockup Agreements

the Merger Agreement, as a condition to receiving Common Stock of the Company after the closing of the Business Combination in respect

of their Old Conduit shares, certain shareholders of Old Conduit executed lockup agreements pursuant to which such shareholders agreed

not to sell, transfer or take certain other actions with respect to such shares of our Common Stock for a period of 180 days after the

closing of the Business Combination, subject to certain customary exceptions.

Heilbron 2 shares of the Company’s common stock

with Corvus Capital Limited

Capital Limited (“Corvus Capital”) received 311,484 shares of our common stock, pursuant to the terms of the Merger

Agreement, following the completion of the Business Combination.

As of December 31, 2024, Corvus Capital owned 300,484 shares of our

Common Stock directly and 1,776 shares of our Common Stock through its wholly-owned subsidiary Algo Holdings, Inc., or in the

aggregate approximately 21.8% of the then outstanding shares of our Common Stock.

Andrew Regan, the Chief Executive Officer of

Corvus Capital and 100% ultimate beneficial owner, is also a member of our board of directors.

Capital Limited (“Corvus”) is a significant investor in the Company through subscribing to 1 common shares prior to the

closing of the Merger on September 22, 2023.

Shares held by Corvus on the closing date of the Merger were exchanged for shares of the

Company’s Common Stock.

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.

For the years ended December 31, 2025 and 2024, the Company incurred director

travel expenses payable to Dr.

Regan of approximately $0.4 million and $0.4 million, respectively.

Director fees were discontinued effective

upon the closing of the Merger, and no director’s fees were payable as of December 31, 2025 or 2024.

September 2023, concurrently with the completion of the Merger, pursuant

to the PIPE Subscription Agreement (the “PIPE Subscription Agreement “) for an aggregate purchase price of $20.0 million,

the Company issued an aggregate of 6 shares of the Company’s Common Stock and PIPE Warrants (the “PIPE Warrants”) to

purchase 6 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

In certain circumstances, Nirland may have a right to cause Corvus to transfer 100 shares held by Corvus to Nirland.

December 8, 2025, the Company and Corvus entered into a Sale and Purchase Agreement (the “Agreement”) for the issuance of

all of the outstanding shares of Conduit Pharmaceuticals Limited (“CPL”) held of record by the Company (the “CPL Share”),

8,992 shares of Common Stock and 147,432 pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock

(the “Pre-Funded Warrant Shares”) collectively to Corvus.

The issuance to Corvus was in connection with the sale of CPL,

a current subsidiary of the Company, that has been the subject of an ongoing litigation as previously disclosed.

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 $7,000,000 that was satisfied through the issuance of the Common Stock and Pre-Funded Warrants.

2024 Nirland Note

15 unchanged sentences

other date of determination, $10, subject to adjustment as provided within the amended agreement.

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 $600,000 in exchange for funds in such amount.

In connection with the October 2024 Nirland Note, the

Company paid Nirland a 1% arrangement fee.

The October 2024 Nirland Note bears interest at a rate of 12% per annum, is due and payable

semi-annually in arrears, and matures on October 31, 2025.

Refer to Note 8 for additional details.

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 million.

These proceeds were applied to reduce the outstanding balance of the

October 2024 Nirland Note.

On 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 $600,000 in exchange for funds in such amount.

In connection with the October 2024 Nirland Note, the Company paid Nirland a 1% arrangement fee.

The October 2024 Nirland Note bears interest

at a rate of 12% per annum, is due and payable semi-annually in arrears, and matures on October 31, 2025.

Refer to Note 8 for additional

Sarborg Agreement

On December 12, 2024, the Company

entered into the Sarborg Agreement with Sarborg.

Under the terms of the Sarborg Agreement, Sarborg will provide algorithmic

and cybernetic technology services to Conduit, including the development of decision-support tools and advanced cybernetic systems tailored

to enhance Conduit’s decision-making processes and maximize the value of its pharmaceutical asset portfolio.

Sarborg will perform the

services to Conduit comprised of three phases:

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

aligning Sarborg’s services with Conduit’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 Conduit’s growth through iterative improvements and updates.

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 Agreement.

The Sarborg Agreement has an

initial term of twelve months, commencing on the effective date, and may be renewed or extended upon mutual written agreement of the parties.

Either party may terminate the Sarborg Agreement for any reason upon ninety days’ written notice or immediately upon written notice

if the other party breaches any material term of the Sarborg Agreement and fails to cure such breach within thirty days or becomes insolvent,

files for bankruptcy, or is placed under the control of a receiver, trustee, or similar authority.

In consideration of the services,

Conduit has agreed to pay Sarborg an initial cash payment of $200,000 and $200,000 payable through the issuance of 22,727

shares of common stock, determined by the closing price on the day preceding the execution of the Sarborg Agreement.

Further milestone

payments payable in conjunction with the achievement of certain milestones over the term of the Sarborg Agreement, totaling up to $1,800,000,

are payable in cash or shares, at the discretion of Conduit.

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 Sarborg Agreement includes

provisions for the ownership and use of intellectual property.

Sarborg will own its pre-existing intellectual property rights,

including proprietary tools and methodologies used in the performance of the services.

Conduit will own all deliverables resulting from

the services performed by Sarborg under the Sarborg Agreement.

The Sarborg Agreement provides Sarborg with

registration rights for any common stock of Conduit that Sarborg receives as consideration under the Sarborg Agreement.

must use commercially reasonable efforts to prepare and file a registration statement covering the resale of the common stock within sixty

days after the issuance of the shares to Sarborg.

The Company must cause the registration statement covering such shares to become effective

withing ninety days of the filing of the registration statement.

The Sarborg Agreement also includes confidentiality obligations, representations

and warranties, indemnification, limitation of liability, and insurance requirements.

Andrew Regan, a member of Conduit’s board of directors, also

sits on the board of directors of Sarborg.

of the individuals that serve as members of our board of directors since completion of the Business Combination have relationships with

MURF, Old Conduit, and/or one of their respective stockholders.

Freda Lewis-Hall, the Chairperson of our board of directors, was

an indirect shareholder of Conduit and indirectly received 2,003 shares of our Common Stock upon completion of the Business Combination.

David Tapolczay, our Chief Executive Officer and a member of our board of directors, was a shareholder of Old Conduit and received

2,003 shares of our Common Stock upon completion of the Business Combination.

Tapolczay is also a director of Old Conduit.

Regan, a member of our board of directors, is a director of Old Conduit and received 67 shares of our Common Stock upon completion of

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 December 31, 2025, the October 2024 Nirland Note had been fully repaid and no obligations remained outstanding.

For the year ended December 31, 2025, the Company recorded approximately

$9,000 of interest expense.

Service Agreement

December 12, 2024, the Company entered into a Services Agreement (the “Sarborg

Service Agreement”) with Sarborg Limited (“Sarborg”), a Cayman Islands company and related party of the Company.

Note 16 for further reference to the relationship between the Company and Sarborg.

Under the terms of the Sarborg Service Agreement, Sarborg

agreed to provide algorithmic and cybernetic technology services to CDT, including the development of decision-support tools and advanced

cybernetic systems tailored to enhance CDT’s decision-making processes and maximize the value of its pharmaceutical asset portfolio.

Sarborg agreed to 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

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.

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 Agreement.

To date, Sarborg has successfully

completed all phases and has achieved all milestones provided for pursuant to the Sarborg Agreement.

the year ended December 31, 2025, the Company incurred costs under the Sarborg Service agreement, including $1.8 million of

milestone payments related to the Services agreement and $0.4 million of ongoing service fees.

Of the total costs

incurred, $0.4 million was capitalized as a diagnostic asset associated with the

dashboard, of which $0.2 million was amortized during the year and recorded within general and administrative expenses in the consolidated statement of operations and

comprehensive loss.

The remaining $2.2 million, consisting of milestone payments and related services (including signature mapping

reports), was expensed as incurred within research and development expenses.

As of December 31, 2025, there were no outstanding payables

under the Sarborg Service Agreement.

Additional Agreement

Effective 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 617 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, $2,670.

Effective June 24, 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.

Effective October 1, 2025, the term was extended to be 12 months from the previous extension

to extend the term of the license to March 31, 2027 at no additional cost to the Company.

The Company recorded the fair value of $1.5

million as prepaid within the consolidated balance sheets.

During the year ended December 31, 2025, the Company recorded research and

development expense of $1.3 million within the consolidated statements of operations and comprehensive loss related to the Sarborg Additional

As of December 31, 2025, $0.6 million of the prepaid balance remains within the consolidated balance sheet.

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

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 CDT’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 year ended December 31, 2025 and included the total 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 third

quarter of 2025 and included in the consolidated statement of operations and comprehensive loss.

The Company agreed to pay an

additional consideration of up to $0.2 million in cash or shares, at the Company’s sole discretion, at the time the

Company invests more than $0.6 million in cryptocurrency as part of its treasury strategy.

The Company paid the $0.2 million during

the fourth quarter of 2025.

The Company paid $0.3 million during the year ended December 31, 2025 and included the total in the

consolidated statement of operations and comprehensive loss.

total, the Company recorded $4.2 million of research and development expense for the year ended December 31, 2025, 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.

2026 Sarborg Transaction

February 19, 2026, the Company entered into a Securities Purchase Agreement with all of the stockholders of Sarborg (the “February

2026 Sarborg Transaction”).

The investors of Corvus agreed to sell to the Company, and the Company agreed to acquire from the investors,

an aggregate of 1,020 shares of Sarborg, representing approximately 20% of the outstanding common stock of Sarborg.

consideration for the purchase, the Company has agreed to issue to the investors, in the aggregate:

(i) 23,920 shares of the Company’s

Common Stock, par value $0.0001 per share and (ii) pre-funded warrants (the to purchase up to 4,399,156 shares of Common.

the Company has agreed to pay Sarborg cash consideration of $8 million, with the cash portion of the consideration deferred until such

time as the Company raises no less than $20 million through the use of an at-the-market facility program.

Joint Development Agreement

June 3, 2025, the Company entered into the Joint Development Agreement with Manoira for a term of one year, which will be

automatically renewed for successive one-year terms unless advance termination notice is provided in accordance with the terms of

the Joint Development Agreement.

Manoira is an entity controlled by Dr.

Andrew Regan, of which he is sole director, and of which

Chele Chiavacci Farley is a shareholder, and is therefore considered a related party of the Company.

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

license to the intellectual property rights related to 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.

Effective 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

774 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 3, 2025, $646.

The Company recorded the fair value

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

During the year ended December 31, 2025, the Company recorded $0.1

million amortization expense for research and development activities provided to date.

of the individuals that serve as members of our board of directors since completion of the Business Combination have relationships

with MURF, Old Conduit, and/or one of their respective stockholders.

Freda Lewis-Hall, the Chairperson of our board of

directors, was an indirect shareholder of Old Conduit and indirectly received 80 shares of our Common Stock upon completion of

the Business Combination.

James Bligh, a member of our board of directors and interim chief financial officer, was an employee of Old

Conduit and currently serves as a member of its board of directors.

Charles, a member of our board of directors, is a partner

at Thompson Hine LLP, a law firm that provides legal services to us.

On April 22, 2024, the Company issued in a private placement common stock

Andrew Regan, our Chief Executive Officer, is a director of Old Conduit and received 1 shares of our

Common Stock upon completion of the Business Combination.

James Bligh, a member of our board of directors and interim chief

financial officer, was an employee of Old Conduit and currently serves as a member of its board of directors.

April 22, 2024, the Company issued in a private placement common stock

purchase warrants (the “April Warrants”) to third parties, including certain directors, to purchase up to an aggregate of

1 unchanged sentence

by such holder and for such directors, $37,500 per warrant.

The April Warrants are not exercisable until one year after their date of issuance.

Each April Warrant is exercisable into one share of the Company’s common stock at a price per share of $312 (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 Warrants.

The issuance of the April Warrants were made in reliance on the exemption from registration provided by

Section 4(a)(3) of the Securities Act, and/or Regulation D promulgated thereunder.

The April Warrants are not exercisable until one year after their date of

Each April Warrant is exercisable into one share of the Company’s common stock at a price per share of $936,000 (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 Warrants.

The issuance of the April Warrants were made in reliance on the exemption from registration

provided by Section 4(a)(3) of the Securities Act, and/or Regulation D promulgated thereunder.

Principal Accountant Fees and Services

following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional

services rendered for the audit of our annual financial statements for the year ended December 31, 2024 totaled approximately $341,200,

and for the year ended December 31, 2023 totaled approximately $440,200.

Audit-Related Fees .

Audit-related

services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of

our financial statements and are not reported under “Audit Fees.” Audit related fees primarily include review of regulatory

documents filed with the SEC.

For the year ended December 31, 2024, we paid Marcum audit-related fees totaling approximately $120,170.

For the year ended December 31, 2023, we paid Marcum audit-related fees totaling approximately $118,525.

Tax fees consists

of fees billed for tax compliance, tax planning and tax advice.

We paid Marcum tax fees for the year ended December 31, 2024 totaling

approximately $83,405.

We did not pay Marcum tax fees for the year ended December 31, 2023.

We did not pay Marcum for other services for the years ended December 31, 2024 or December 31, 2023.

following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, and CBIZ CPAs P.C., or CBIZ (which previously acquired Marcum

on November 1, 2024), for services rendered.

consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim consolidated

financial statements included in our quarterly reports on Form 10-Q, and for services that are normally provided in connection with statutory

or regulatory filings or engagements.

The aggregate fees billed by CBIZ for professional services rendered for the year ended December

31, 2025 totaled approximately $495,000.

The aggregate fees billed by Marcum for professional services rendered for the year ended December

31, 2025 totaled approximately $51,500.

The aggregate fees billed by Marcum for professional services rendered for the year ended December

31, 2024 totaled approximately $460,415.

consists of fees billed for tax compliance, tax planning and tax advice.

We did not pay CBIZ any tax fees for the year ended December

We paid Marcum tax fees for the year ended December 31, 2024 totaling approximately $55,748.

We did not pay CBIZ or Marcum for other services for the years ended December 31, 2025 or December 31, 2024.

audit committee was formed upon the consummation of our initial public offering.

14 unchanged sentences

Report on Form 10-K.

and Plan of Merger Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Annex A-1 to the Registrant’s Proxy Statement/Prospectus filed on August 11,

2023, and incorporated herein by reference).

to Agreement and Plan of Merger dated as of January 27, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Annex A-2 to the Registrant’s Proxy Statement/Prospectus filed on August 11,

2023, and incorporated herein by reference).

Amendment to Agreement and Plan of Merger dated as of May 11, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger

and Conduit Pharmaceuticals Limited (filed as Annex A-3 to the Registrant’s Proxy Statement/Prospectus filed on August

11, 2023, and incorporated herein by reference).

Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report

on Form 8-K filed on September 29, 2023, and incorporated herein by reference).

and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on September

29, 2023, and incorporated herein by reference).

Agreement and Plan of Merger Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Annex A-1 to the Registrant’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference).

Amendment to Agreement and Plan of Merger dated as of January 27, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Annex A-2 to the Registrant’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference).

Second Amendment to Agreement and Plan of Merger dated as of May 11, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Annex A-3 to the Registrant’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference).

Second Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 29, 2023, and incorporated herein by reference).

Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on September 29, 2023, and incorporated herein by reference).

Amendment No.1 to the Amended and Restated Bylaws (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 19, 2024, and incorporated herein by reference)

Certificate of Amendment filed with the Delaware Secretary of State on January 22, 2025 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 23, 2025, and incorporated herein by reference).

Certificate of Amendment filed with the Delaware Secretary of State on August 8, 2025 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 8, 2025, and incorporated herein by reference).

Second Amended and Restated Bylaws of the Company, effective August 5, 2025 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 8, 2025, and incorporated herein by reference).

Certificate of Amendment filed with the Delaware Secretary of State on October 8, 2025 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 9, 2025, and incorporated herein by reference).

Certificate of Amendment filed with the Delaware Secretary of State on March 24, 2026 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 25, 2026, and incorporated herein by reference).

Description of Registered Securities.

2 unchanged sentences

Nirland Note (Filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference).

Amendment to the Senior Secured Promissory Note and Security Agreement, dated October 31, 2024, between Nirland Limited and Conduit Pharmaceuticals Inc.

Amendment to the Senior Secured Promissory Note and Security Agreement, dated October 31, 2024, between Nirland Limited and CDT Equity Inc.

(filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference).

Convertible Promissory Note, dated November 25, 2024, between Conduit Pharmaceuticals Inc.

Convertible Promissory Note, dated November 25, 2024, between CDT Equity Inc.

and A.G.P./Alliance Global Partners (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 25, 2024, and incorporated herein by reference).

1 unchanged sentence

and Nirland Limited (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 25, 2024, and incorporated herein by reference).

Agreement, dated February 2, 2022, among Murphy Canyon Acquisition Corp., Murphy Canyon Acquisition Sponsor, LLC, and each of the

executive officers and directors of Murphy Canyon Acquisition Corp.

(filed as Exhibit 10.1 to the Registrant’s Current Report

on Form 8-K filed on February 8, 2022, and incorporated herein by reference).

Agreement (filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed February 8, 2022, and incorporated herein

by reference).

Note, dated November 4, 2021, issued to Murphy Canyon Acquisition Sponsor, LLC, by Murphy Canyon Acquisition Corp.

(filed as Exhibit

10.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-262036) filed on January 6, 2022, and incorporated

herein by reference).

Management Trust Agreement, dated February 2, 2022, between Murphy Canyon Acquisition Corp.

and Wilmington Trust Company (filed as

Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 2, 2022, and incorporated herein by reference).

Rights Agreement, dated February 2, 2022, among Murphy Canyon Acquisition Corp.

and certain securityholders (filed as Exhibit 10.3

to the Registrant’s Current Report on Form 8-K filed on February 2, 2022, and incorporated herein by reference)

Subscription Agreement, dated November 4, 2021, between Murphy Canyon Acquisition Corp.

and Murphy Canyon Acquisition Sponsor, LLC

Pre-Funded Warrant entered into by and between the Company and Corvus on December 8, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 12, 2025, and incorporated herein by reference).

Form of Pre-Funded Warrant, dated February 19, 2026 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 24, 2026, and incorporated herein by reference).

Form of Senior Secured Convertible Promissory Note, by and between the Company and the Purchaser, dated March 3, 2026 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 9, 2026, and incorporated herein by reference).

Letter Agreement, dated February 2, 2022, among Murphy Canyon Acquisition Corp., Murphy Canyon Acquisition Sponsor, LLC, and each of the executive officers and directors of Murphy Canyon Acquisition Corp.

(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 8, 2022, and incorporated herein by reference).

Underwriting Agreement (filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed February 8, 2022, and incorporated herein by reference).

Promissory Note, dated November 4, 2021, issued to Murphy Canyon Acquisition Sponsor, LLC, by Murphy Canyon Acquisition Corp.

(filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-262036) filed on January 6, 2022,

and incorporated herein by reference).

Unit Purchase Agreement, dated February 2, 2022, between Murphy Canyon Acquisition Corp.

and Murphy Canyon Acquisition Sponsor, LLC

(filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on February 8, 2022, and incorporated herein by

of Conduit Pharmaceuticals Inc.

Indemnity Agreement (filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed

on September 29, 2023, and incorporated herein by reference).

Administrative

Support Agreement, dated February 2, 2022, by and between Murphy Canyon Acquisition Corp.

333-262036) filed on January 6, 2022, and incorporated herein by reference).

Investment Management Trust Agreement, dated February 2, 2022, between Murphy Canyon Acquisition Corp.

and Wilmington Trust Company (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 2, 2022, and incorporated herein by reference).

Registration Rights Agreement, dated February 2, 2022, among Murphy Canyon Acquisition Corp.

and certain securityholders (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 2, 2022, and incorporated herein by reference)

Securities Subscription Agreement, dated November 4, 2021, between Murphy Canyon Acquisition Corp.

and Murphy Canyon Acquisition Sponsor, LLC (filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No.

333-262036) filed on January 6, 2022, and incorporated herein by reference).

Placement Unit Purchase Agreement, dated February 2, 2022, between Murphy Canyon Acquisition Corp.

and Murphy Canyon Acquisition Sponsor, LLC (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on February 8, 2022, and incorporated herein by reference).

Form of CDT Equity Inc.

Indemnity Agreement (filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on September 29, 2023, and incorporated herein by reference).

Administrative Support Agreement, dated February 2, 2022, by and between Murphy Canyon Acquisition Corp.

and Murphy Canyon Management Group, Inc.

(filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on February 8, 2022, and incorporated herein by

of Lock-Up Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 14, 2022, and

incorporated herein by reference).

Support Agreement, dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp.

and each of the Persons set forth on

Schedule I attached thereto (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 14, 2022,

and incorporated herein by reference).

Support Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Pharmaceuticals Limited and

each of the Persons set forth on Schedule I attached thereto (filed as Exhibit 10.4 to the Registrant’s Current Report on Form

8-K filed November 14, 2022, and incorporated herein by reference).

of Amended and Restated Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 30, 2023,

and incorporated herein by reference).

of Note, issued March 7, 2023, by and between Murphy Canyon Acquisition Corp.

and Murphy Canyon Acquisition Sponsor, LLC (filed as

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 7, 2023, and incorporated herein by reference).

of Subscription Agreement between Murphy Canyon Acquisition Corp.

and the investor named therein (filed as Exhibit 10.1 to the Registrant’s

Current Report on Form 8-K filed on September 13, 2023, and incorporated herein by reference).

of PIPE Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 13, 2023, and incorporated

herein by reference).

Pharmaceuticals Inc.

2023 Stock Incentive Plan (filed as Annex C to the Registrant’s Proxy Statement/Prospectus filed on August

11, 2023, and incorporated herein by reference).

of Stock Option Agreement under Conduit Pharmaceuticals Inc.

2023 Stock Incentive Plan (filed as Exhibit 10.17 to the Registrant’s

Registration Statement on Form S-4 (File No.

(filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on February 8, 2022, and incorporated herein by reference).

Form of Lock-Up Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference).

Sponsor Support Agreement, dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp.

and each of the Persons set forth on Schedule I attached thereto (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference).

Shareholder Support Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Pharmaceuticals Limited and each of the Persons set forth on Schedule I attached thereto (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed November 14, 2022, and incorporated herein by reference).

Form of Amended and Restated Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 30, 2023, and incorporated herein by reference).

Form of Note, issued March 7, 2023, by and between Murphy Canyon Acquisition Corp.

and Murphy Canyon Acquisition Sponsor, LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 7, 2023, and incorporated herein by reference).

Form of Subscription Agreement between Murphy Canyon Acquisition Corp.

and the investor named therein (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 13, 2023, and incorporated herein by reference).

Form of PIPE Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 13, 2023, and incorporated herein by reference).

CDT Equity Inc.

2023 Stock Incentive Plan (filed as Annex C to the Registrant’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference).

Form of Stock Option Agreement under CDT Equity Inc.

2023 Stock Incentive Plan (filed as Exhibit 10.17 to the Registrant’s Registration Statement on Form S-4 (File No.

333-271903) filed on May 12, 2023, and incorporated herein by reference).

of Employment Agreement with David Tapolczay (filed as Exhibit 10.17 to the Registrant’s Amendment No.

2 to Registration Statement

on Form S-4 (File No.

Form of Employment Agreement with David Tapolczay (filed as Exhibit 10.17 to the Registrant’s Amendment No.

2 to Registration Statement on Form S-4 (File No.

333-271903) filed on July 28, 2023, and incorporated herein by reference).

Project Funding Agreement For Use In Renal Transplant between St George Street Capital Limited and Conduit Pharmaceuticals Limited,

dated November 2, 2022 (filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-4 (File No.

AZD1656 Project Funding Agreement For Use In Renal Transplant between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-4 (File No.

333-271903) filed on May 12, 2023, and incorporated herein by reference).

Project Funding Agreement For Use In Preterm Labor between St George Street Capital Limited and Conduit Pharmaceuticals Limited,

dated November 2, 2022 (filed as Exhibit 10.22 to the Registrant’s Registration Statement on Form S-4 (File No.

AZD1656 Project Funding Agreement For Use In Preterm Labor between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed as Exhibit 10.22 to the Registrant’s Registration Statement on Form S-4 (File No.

333-271903) filed on May 12, 2023, and incorporated herein by reference).

Project Funding Agreement For Use In Hashimoto’s Thyroiditis between St George Street Capital Limited and Conduit Pharmaceuticals

Limited, dated November 2, 2022 (filed as Exhibit 10.23 to the Registrant’s Registration Statement on Form S-4 (File No.

AZD1656 Project Funding Agreement For Use In Hashimoto’s Thyroiditis between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed as Exhibit 10.23 to the Registrant’s Registration Statement on Form S-4 (File No.

333-271903) filed on May 12, 2023, and incorporated herein by reference).

Project Funding Agreement For Use In Uveitis between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated

November 2, 2022 (filed as Exhibit 10.24 to the Registrant’s Registration Statement on Form S-4 (File No.

333-271903) filed

on May 12, 2023, and incorporated herein by reference).

Project Funding Agreement between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed

as Exhibit 10.25 to the Registrant’s Registration Statement on Form S-4 (File No.

333-271903) filed on May 12, 2023, and incorporated

herein by reference).

Agreement between with Jack Heilbron and Murphy Canyon Acquisition Corp.

(filed as Exhibit 10.24 to the Registrant’s Amendment

AZD1656 Project Funding Agreement For Use In Uveitis between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed as Exhibit 10.24 to the Registrant’s Registration Statement on Form S-4 (File No.

333-271903) filed on May 12, 2023, and incorporated herein by reference).

AZD5904 Project Funding Agreement between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed as Exhibit 10.25 to the Registrant’s Registration Statement on Form S-4 (File No.

333-271903) filed on May 12, 2023, and incorporated herein by reference).

Consulting Agreement between with Jack Heilbron and Murphy Canyon Acquisition Corp.

(filed as Exhibit 10.24 to the Registrant’s Amendment No.

1 to Registration Statement on Form S-4 (File No.

333-271903) filed on July 11, 2023, and incorporated herein by reference).

of Non-Employee Director Compensation Program (filed as Exhibit 10.26 to the Registrant’s Amendment No.

2 to Registration Statement

on Form S-4 (File No.

333-271903) filed on July 28, 2023, and incorporated herein by reference).

Separation Agreement, dated May 12, 2024, between Mr.

Sragovicz and Conduit Pharmaceuticals Inc.

Sragovicz and CDT Equity Inc.

(filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2024, and incorporated herein by reference).

Security Agreement, dated August 6, 2024, between Nirland Limited and Conduit Pharmaceuticals Inc.

Security Agreement, dated August 6, 2024, between Nirland Limited and CDT Equity Inc.

(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 7, 2024, and incorporated herein by reference).

Convertible Promissory Note between Conduit Pharmaceuticals Limited and Vrezh and Sharon Lee Isayan, dated March 20, 2023 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 15, 2024, and incorporated herein by reference).

Bridge Loan Agreement, dated October 29, 2024, between A.G.P./Alliance Global Partners and Conduit Pharmaceuticals (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference).

Bridge Loan Agreement, dated October 29, 2024, between A.G.P./Alliance Global Partners and CDT Equity (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference).

Employment Agreement, dated November 15, 2024, between James Bligh, Conduit Pharmaceuticals Limited and Conduit UK Management LTD.

(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 19, 2024, and incorporated herein by reference).

Services Agreement dated December 12, 2024, between Conduit Pharmaceuticals Inc.

Services Agreement dated December 12, 2024, between CDT Equity Inc.

and SARBORG Limited.

(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 17, 2024, and incorporated herein by reference).

Conduit Pharmaceuticals, Inc.

Insider Trading Policy

of Conduit Pharmaceuticals Limited (filed as Exhibit 21.1 to the Registrant’s Amendment No.

2 to Registration Statement on

Form S-4 (File No.

Additional Agreement, dated March 31, 2025, between Sarborg Limited and CDT Equity Inc.

(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 16, 2025, and incorporated herein by reference).

Joint Development Agreement, dated June 3, 2025 by and between CDT Equity Inc.

and Manoira Corporation (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2025, and incorporated herein by reference).

Consulting Agreement, dated June 27, 2025, by and between the Company and Harold Eytan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2025, and incorporated herein by reference).

Amended and Restated 2023 Stock Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2025, and incorporated herein by reference).

Sale and Purchase Agreement, dated December 8, 2025, by and between the Company and Corvus (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2025, and incorporated herein by reference).

Consulting Agreement, dated December 28, 2025, between CDT Equity, Inc.

and Thesprogen, PC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 2, 2026 and incorporated herein by reference).

Consulting Agreement, dated December 29, 2025, between CDT Equity, Inc.

and NJS Foresight Bio-Advisory, LLC (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 2, 2026, and incorporated herein by reference).

Equity Purchase Agreement, dated January 16, 2026, by and among the Company and the Purchaser (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 22, 2026, and incorporated herein by reference).

Registration Rights Agreement, dated January 16, 2026, by and among the Company and the Purchase (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 22, 2026, and incorporated herein by reference).

Form of Securities Purchase Agreement, dated February 19, 2026 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2026, and incorporated herein by reference).

1, dated February 23, 2026, to the Consulting Agreement, dated December 29, 2025 by and between the Company and NJS Foresight Bio-Advisory, LLC (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 24, 2026, and incorporated herein by reference).

1, dated February 23, 2026, to the Consulting Agreement, dated December 29, 2025 by and between the Company and Thesprogen, PC (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 24, 2026, and incorporated herein by reference).

Form of Amendment to Equity Purchase Agreement, dated March 3, 2026 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 9, 2026, and incorporated herein by reference)

Note Purchase Agreement, by and between the Company and Purchaser, dated March 3, 2026 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 9, 2026, and incorporated herein by reference)

Security Agreement, by and between the Company and the Purchaser, dated March 3, 2026 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 9, 2026, and incorporated herein by reference)

Form of Non-Employee Director Compensation Program, dated September 1, 2025

Guaranty, by and between the Company and the Purchaser, dated March 3, 2026 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 9, 2026, and incorporated herein by reference)

CDT Equity Inc.

Insider Trading Policy (filed as Exhibit 19.1 to the Company’s Annual report on Form 10-K filed on March 28, 2025, and incorporated herein by reference).

Subsidiaries of Conduit Pharmaceuticals Limited (filed as Exhibit 21.1 to the Registrant’s Amendment No.

2 to Registration Statement on Form S-4 (File No.

333-271903) filed on July 28, 2023, and incorporated herein by reference).

Consent of Marcum LLP, independent public accounting firm of Conduit Pharmaceuticals Inc.

Consent of Marcum LLP, independent public accounting firm of CDT Equity Inc.

Consent of CBIZ CPAs P.C., independent public accounting firm of CDT Equity Inc.

Power of Attorney (reference is made to the signature page hereto).

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Conduit Pharmaceuticals, Inc.

CDT Equity Inc.

Compensation Recovery Policy (filed as Exhibit 97.1 to the Registrant’s Annual Report filed on April 16, 2024, and incorporated herein by reference).

22 unchanged sentences

on its behalf by the undersigned, thereunto duly authorized.

PHARMACEUTICALS INC.

March 28, 2025

David Tapolczay

April 15, 2026

Executive Officer

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Tapolczay and James Bligh,

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Regan and James Bligh,

and each of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign

4 unchanged sentences

registrant and in the capacities and on the dates indicated.

David Tapolczay

Executive Officer and Director

April 15, 2026

Executive Officer)

Chief Financial Officer

Financial Officer and Director

April 15, 2026

Financial Officer and Principal Accounting Officer)

1 unchanged sentence

and Chairperson of the Board of Directors

April 15, 2026

Chele Chiavacci Farley

April 15, 2026

Chiavacci Farley

PHARMACEUTICALS INC.

April 15, 2026

TO FINANCIAL STATEMENTS

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (PCAOB No.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Pharmaceuticals Inc.

to Consolidated Financial Statements

Report of Independent Registered Public Accounting

To the Stockholders and Board of Directors of

CDT Equity Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of CDT Equity Inc.

(the “Company”) as of December 31, 2025, the related consolidated statements of operations

and comprehensive loss, changes in stockholders’ deficit and cash flows for the year ended December 31, 2025, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows

for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has a significant

working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor

since 2022 (such date takes into account the acquisition of the attest business of Marcum llp

by CBIZ CPAs P.C.

effective November 1, 2024).

April 15, 2026

Report of Independent Registered Public Accounting

To the Stockholders and Board of Directors of

CDT Equity Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Conduit Pharmaceuticals Inc.

(the “Company”) as of December

31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), stockholders’ deficit and

cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period

ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise

additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

We have audited the accompanying consolidated

balance sheet of CDT Equity Inc.

(f/k/a Conduit Pharmaceuticals Inc.) (the “Company”) as of December 31, 2024, the related

consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the year ended

December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of

its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has a significant

working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2022.

Morristown, NJ

March 28, 2025

PHARMACEUTICALS INC.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

We served as the Company’s auditor from

2022 to 2025.

March 28, 2025, except for the effects of the reverse stock splits

described in Note 1 and adoption of ASU 2023-09, Income Taxes described in Note 3 to the financial statements, as to which the date is

April 15, 2026

BALANCE SHEETS

1 unchanged sentence

Current assets

Cash and cash equivalents

Prepaid expenses

Cash and cash

Prepaid R&D services-

related party (see Note 10 and Note 16)

Prepaid R&D services

expenses and other current assets

Total current assets

Operating lease right-of-use assets.

Property, plant and equipment, net

Prepaid expenses and other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Operating lease right-of-use

Equipment and clinical

expenses and other long-term assets

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Current liabilities

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

Accrued expenses and other

current liabilities

Accrued litigation liability

Operating lease liability,

current portion

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

payable – related parties

Notes payable

Total current liabilities

Operating lease liability, non-current portion

Derivative warrant liability

Deferred commission payable

Total liabilities

Commitments and contingencies (see note 15)

Stockholders’ deficit

current liabilities

Operating lease liability,

non-current portion

warrant liability

Commitments and contingencies

(see Note 15)

Stockholders’ equity

Common stock, par value

250,000,000 shares authorized at December

31, 2024 and December 31, 2023, respectively, 1,384,801

shares and 738,295 shares issued

and outstanding at December 31, 2024 and December 31, 2023, respectively

250,000,000 shares authorized at December 31, 2025 and December 31, 2024, respectively, 92,140 shares and 461 shares

issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Preferred stock, par value

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

nil shares issued and outstanding at December 31, 2024 and December 31, 2023

nil shares issued and outstanding

at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

other comprehensive income (loss)

stockholders’ equity (deficit)

liabilities and stockholders’ equity (deficit)

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

PHARMACEUTICALS INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS )

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

thousands, except share amounts and per share data)

Year Ended December 31,

Ended December 31,

Operating expenses:

Research and development expenses

General and administrative expenses

Total operating costs and expenses

General and administrative

operating costs and expenses

Operating loss

Other income (expenses):

Other income (expense), net

Other expense, net

Interest income

Interest expense, net

Total other (expense) income, net

Net income (loss)

Change in fair value and income impact of option liabilities

Net income (loss) - diluted

Basic earnings/(net loss) per share

Diluted earnings/(net loss) per share

Basic weighted-average common shares outstanding

Diluted weighted-average common shares outstanding

Comprehensive income (loss):

Foreign currency translation adjustment

Total comprehensive income (loss)

other expense, net

Basic and diluted net

loss per share

$ ( 1,177.89 )

$ ( 61,598.62 )

Basic and diluted weighted-average

common shares outstanding

Comprehensive loss:

Foreign currency translation

comprehensive loss

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

PHARMACEUTICALS INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

3 unchanged sentences

Balance at January 1, 2024

Retroactive application of Merger

Reclassification of additional paid-in-capital **

Adjusted Balances, beginning of period *

Reclassification of additional paid-in-capital ***

Issuance of Conduit Pharmaceuticals Inc.

common stock to holders of Conduit Pharmaceuticals Limited convertible notes on the Closing Date (Note 2)

Issuance of common stock upon conversion of MURF Class A & Class B common stock in connection with merger (Note 2)

Issuance of Conduit Pharmaceuticals Inc.

common stock in connection with PIPE Financing (Note 2)

Issuance of Conduit Pharmaceuticals Inc.

common stock to Cizzle Biotechnology Holding PLC

Issuance of Conduit Pharmaceuticals Inc.

common stock to Vela Technologies PLC

Issuance of Conduit Pharmaceuticals Inc.

common stock to an advisor for services directly related to the Merger (Note 2)

Reduction of excise tax liability associated with the Merger (Note2)

Capital contribution - related party

Correction of immaterial error related to franchise

Issuance of Common Stock for services

Issuance of Common Stock upon vesting of restricted

Issuance of Common Stock for note payable

Issuance of Common Stock for licensing right

Issuance of Common Stock under the ATM Program, net of issuance cost

Issuance of Common Stock in Exchange for Debt

Issuance of Common Stock upon Exercise of Conversion

Issuance of Warrants

Issuance of Common Stock Upon Exercise of Warrants

Stock-based compensation

1 unchanged sentence

Balance at December 31, 2024

of legacy common stock have been retroactively restated to give effect to the Merger.

Reclassification

is made as additional paid-in capital cannot be presented as a negative for either its beginning or ending balance.

Reclassification

is made as the impact of the retroactive application of the Merger can be shown as a reduction to additional paid-in capital during

the period as presenting the reduction does not result in additional paid-in capital being presented as a negative for its ending

comprehensive

1 unchanged sentence

Balance at January 1, 2025

Correction of immaterial error related to franchise tax expense

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 Common Stock under the ATM Program

Issuance of Common Stock in Exchange for Debt Modification

Issuance of Common Stock upon Exercise of Conversion Option

Issuance of Warrants

Issuance of Common Stock Upon Exercise of Warrants

Issuance of common stock for services - related party

Issuance of common stock for services

Issuance of Common Stock upon vesting of restricted

Issuance of Common Stock under the ATM Program, net of issuance cost

Issuance of Common Stock upon Exercise of Conversion

Stock-based compensation

Share repurchases

Share cancellation

Issuance of common stock upon the sale of subsidiary

Issuance of warrants upon the sale of subsidiary

Foreign currency translation adjustment

1 unchanged sentence

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

PHARMACEUTICALS INC.

STATEMENTS OF CASH FLOWS

Year Ended December 31,

Cash flows from operating activities:

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

Gain on change in fair value of Cizzle option

Gain on change in fair value of Vela option

Loss on issuance of Vela option

Change in reserve for related party uncollectible loan

Ended December 31,

Cash flows from operating

Adjustments to reconcile net loss to net cash

used in operating activities:

Compensation expense

recognized for the issuance of shares and warrants in connection with the sale of a previously controlled subsidiary

Gain on debt extinguishment,

Loss on debt extinguishment, net

Loss on related party loan forgiveness

Realized gain on short-term investments

Unrealized foreign exchange gain

Loss (gain) on change in fair value of convertible notes payable

Gain on change in FV of the warrants

Non-cash reduction of deferred income upon exercise of option liability

Realized gain on short-term

Loss on disposal of crypto holdings

Gain on waiver of accrued

Unrealized foreign exchange

Loss (gain) on change in

fair value of convertible notes payable

Gain on change in fair

value of warrants

Loss on issuance of warrants

Non-cash lease expense

Stock-based compensation expense

Issuance of Common Stock for licensing right

Stock-based compensation

Issuance of common stock

for licensing right

Non-cash interest expense

Depreciation expense

Amortization of financed Directors and Officers insurance

Amortization of prepaid

directors and officers insurance

Amortization expense

Amortization of debt discount

Issuance of common stock for services

Issuance of common stock for services - related party

Amortization of debt discount

Gain (loss) on issuance of common stock

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Prepaid expenses and other

current assets

Accounts payable

Accrued expenses and other current liabilities

Lease liability

Intangible assets

Net cash flows from operating activities

Cash flows from investing activities:

Issuance of loan - related party

Purchases of property and equipment

Purchases of short-term investments

Proceeds from the sale of short-term investments

Proceeds from issuance of option

Proceeds from loan repayment - related party

Net cash flows from investing activities

Cash flows from financing activities:

Proceeds from Merger and related PIPE Financing, net of transaction costs

Proceeds from the issuance of notes payable – related parties

Capital contribution - related party

Proceeds from issuance of common shares related to ATM program

Accrued expenses and other

current liabilities

Accrued litigation liability

cash used in operating activities

Cash flows from investing

Purchase of digital assets

Proceeds from disposal of digital assets

Purchase of equipment and

clinical assets

Purchases of short-term

from the sale of short-term investments

cash flows used in investing activities

Cash flows from financing

Proceeds from the issuance

of notes payable – related parties

Proceeds from issuance

of common shares related to ATM program

Exercise of warrants

Repayment of notes payable

Proceeds from issuance of warrants

Proceeds from issuance of convertible promissory note payable, carried at cost

Net cash flows from 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

Proceeds from issuance

Repayment of notes payable

- related parties

Repayment of convertible notes payable - related parties

Repayment of convertible notes payable

Purchases of treasury stock

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

and cash equivalents at beginning of year

and cash equivalents at end of year

Non-cash investing and financing activities

Right of Use Asset obtained in exchange for Operating Lease Liabilities

Correction of immaterial error related to franchise tax expense

Issuance of Common Stock upon exercise of conversion option

Issuance of Common Stock in exchange for debt extension

Conversion of deferred commission payable to convertible promissory note

Issuance of Conduit Pharmaceuticals Inc.

common stock to Cizzle Biotechnology Holding PLC upon exercise of option

Issuance of Conduit Pharmaceuticals Inc.

common stock to Vela Technologies PLC upon exercise of option

Exchange of Conduit Pharmaceuticals Limited convertible notes for shares of Conduit Pharmaceuticals Inc.

common stock in connection with the Merger

Deferred Underwriting Costs

Prepaid expense of directors and officers insurance paid out of PIPE financings proceeds in connection with the Merger

Accumulated deficit assumed to APIC as a result of the business combination

Initial value of warrant liabilities issued in connection with PIPE Financing

Non-Cash Assets Assumed in the Merger Financing

Non-Cash Liabilities Assumed in the Merger Financing

Supplemental Cash Disclosures

Cash paid for interest

of Use Asset obtained in exchange for Operating Lease Liabilities

of immaterial error related to franchise tax expense

of Common Stock upon exercise of conversion option

of Common Stock in exchange for debt extension

Shares cancelled

of deferred commission payable to convertible promissory note

Cash Disclosures

paid for interest

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

PHARMACEUTICALS INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

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

Pharmaceuticals Inc., a Delaware corporation (“Conduit” or the “Company”), is a clinical-stage specialty

biopharmaceutical company that was formed to facilitate the development and commercialization of clinical assets.

The Company has

developed a unique business model that allows it to act as a conduit to bring clinical assets from pharmaceutical companies and

develop new treatments for patients.

Our novel approach addresses unmet medical needs and lengthens the intellectual property for

our existing assets through cutting-edge solid-form technology with the expectation of commercializing these products with life

science companies.

Our initial development plan is to conduct a Phase II clinical trial on AZD1656 in Lupus (including Lupus

Nephritis) and ANCA Vasculitis (AAV).

We anticipate developing our Initial Pipeline (which has already undergone pre-clinical and

clinical trials) through the Phase II stage and then monetizing such clinical assets through a license, royalty, or other

transaction at this stage.

At this time, we do not expect that we will commercialize any clinical assets or seek marketing approval

from the FDA (or similar organizations) as we intend to enter into agreements with third parties following Phase II clinical trials

for each such clinical asset that would provide that such third party would pursue the further development, commercialization, and

marketing of such assets.

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”, see Note 2) 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 (together, the “Merger

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

to Conduit Pharmaceuticals Inc.

The common stock of the Company (the “Common Stock”) commenced trading on The Nasdaq

Global Market under the symbol “CDT” on September 25, 2023, and the Company’s warrants commenced trading on The Nasdaq

Capital Market under the symbol “CDTTW” on September 25, 2023.

On March 7, 2025, the Company filed an application to list our Common Stock on The Nasdaq Capital Market as part

of our plan to regain compliance with all NASDAQ rules.

See Note 20 for additional details.

Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States

of America (“U.S.

Under the reverse recapitalization method, MURF was treated as the acquired company for financial

reporting purposes, and the accounting acquirer was assumed to have issued shares of stock for the net assets of MURF, with no goodwill

or other intangible assets recorded.

of Presentation

accompanying consolidated financial statements have been prepared by the Company in accordance with U.S.

GAAP as set forth by the Financial

Accounting Standards Board (“FASB”) and pursuant to the rules and regulations of the United States Securities and Exchange

Commission (“SEC”).

References to U.S.

GAAP issued by the FASB in these notes to the accompanying consolidated financial

statements are to the FASB Accounting Standards Codifications (“ASC”) and Accounting Standards Update (“ASUs”).

of Consolidation

accompanying consolidated financial statements include the accounts of Conduit Pharmaceuticals, Inc.

and its wholly owned subsidiaries

Conduit UK Management Ltd.

(United Kingdom) and Conduit Pharmaceuticals, Ltd.

(Cayman Islands).

As used herein, references to the “Company”

include references to Conduit Pharmaceuticals, Inc, and its subsidiaries.

All intercompany balances and transactions have been eliminated

in consolidation.

and Going Concern

Nature of the Business

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 treatments.

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

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.

Effective August

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

to CDT Equity Inc.

Our change to CDT Equity Inc.

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.

May 23, 2025, the Company’s Common Stock commenced trading, as further described herein, on The Nasdaq Capital Market under the

symbol “CDT”.

the year ended December 31, 2025, the Company completed three reverse stock splits:

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”).

On March 26, 2026, the Company completed a

1-for-25 reverse stock split (the “March 2026 Reverse Stock Split”).

The January Reverse Stock Split, May Reverse Stock

Split, October Reverse Stock Split and March 2026 Reverse Stock Split are reflected collectively (the “Reverse Stock

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 the 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 Annual Report on Form 10-K have been retroactively adjusted to reflect the January Reverse Stock Split, May

Reverse Stock Split, October Reverse Stock Split and March 2026 Reverse Stock Split as if the Reverse Stock Splits occurred as of

the earliest period presented.

Liquidity and Going Concern

accordance with ASC 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate,

3 unchanged sentences

an accumulated deficit of $ 68.3 million.

As of December 31, 2024 and December 31, 2023, the Company had cash and cash equivalents and

short-term investments of $ 0.6 million and $ 4.2 million, respectively.

For the year ended December 31, 2024 and 2023, the Company had

As of December 31, 2025 and December 31, 2024, the Company had cash and cash equivalents of $ 1.5 million and $ 0.6 million, respectively.

For the years ended December 31, 2025 and 2024, the Company had

net operating losses of $ 36.8 million and $ 15.4 million, respectively, and cash used in operating activities of $ 15.6 million and $ 9.7

5 unchanged sentences

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 $ 12.0 million (See Note 20), as of the financial statement release 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

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

funding to support its current business plan in addition to re-stickering the funds available from the at the market offering program

(the “Sales Agreement”).

The Company currently has no remaining funds available from the Sales Agreement as of the financial

statement release 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.

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 “Reverse Stock

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.

All historical share and per-share amounts reflected throughout the accompanying consolidated

financial statements and other financial information in this Annual Report on Form 10-K have been retroactively adjusted to reflect the

2025 Reverse Stock Split as if the split occurred as of the earliest period presented.

The 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 Reverse

Stockholders who would otherwise have been entitled to receive fractional shares as a result of the 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 Reverse Stock Split) on The Nasdaq Global

Market on January 24, 2025.

Basis of Presentation and Summary of Significant Accounting Policies

of Presentation

accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) as set forth by the Financial Accounting Standards Board

(“FASB”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission

References to U.S.

GAAP issued by the FASB in these notes to the accompanying consolidated financial statements

are to the FASB Accounting Standards Codifications (“ASC”) and Accounting Standards Update

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Conduit UK

Management Ltd.

(United Kingdom) and Conduit Pharmaceuticals, Ltd.

(Cayman Islands).

The operating results of Conduit

Pharmaceuticals, Ltd.

are included in the Company’s consolidated financial statements for the full period presented.

herein, references to the “Company” include Conduit Pharmaceuticals, Inc.

and its subsidiaries.

intercompany balances and transactions have been eliminated in consolidation.

Reclassification

order to conform with current period presentation, $ 0.4 million of related party research and development prepaid expenses have been

reclassified from prepaid expenses to related party prepaid expenses on our consolidated balance sheet as of December 31, 2024.

change in presentation does not affect previously reported results.

Risks and Uncertainties

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Company licenses clinical assets from AstraZeneca.

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.

The Company is also subject

to risks associated with the Nasdaq Stock Market Correspondence and Subsequent Nasdaq Capital Market Listing.

See note 20 for further

of Significant Accounting Policies

and Cash Equivalents

and cash equivalents are primarily maintained with major financial institutions in the United States, United Kingdom, and Switzerland.

The Company considers cash equivalents to be short-term, highly liquid investments that (a) are readily convertible into known amounts

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

The Switzerland bank accounts holding cash balances are uninsured, and the UK bank account, with a year-end balance of approximately

£ 100,000 (or approximately $ 125,000 ) exceeds the country’s deposit limit of £ 85,000 (approximately $ 107,000 ).

The Company’s

US depository bank participates in the Demand Deposit Marketplace program, insuring deposits up to $ 10 million by sweeping amounts in

excess of the $ 250,000 deposit insurance limit among participating banks.

The Company has not experienced any losses on any accounts

through the year ended December 31, 2024.

Company had $ 0.6 million

and $ 4.2 million

in cash and cash equivalents on hand as of December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, $ 0.2

million of the Company’s $ 0.6

million cash and cash equivalents balance was

invested in money market funds.

The money market funds do not have significant liquidity restrictions that would require the exclusion

from cash and cash equivalents.

Plant and Equipment

plant and equipment are initially recorded at cost.

Depreciation and amortization are computed using the straight-line method over the

estimated useful lives of the assets or, for leasehold improvements, the life of the lease, if shorter.

When assets are retired or otherwise

disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected

in other income or expense for the period.

As of December 31, 2024, property, plant and equipment primarily consisted of leasehold improvements.

accordance with ASC 842, Leases (ASC 842), the Company records a right-of-use (ROU) asset and a lease liability on the balance sheet

for all leases with terms longer than 12 months and classifies them as either operating or finance leases.

the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and

circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset,

whether the Company obtains the right to substantially all the economic benefit from the use of the asset, and whether the Company has

the right to direct the use of the asset.

Leases with a term greater than one year are recognized on the balance sheet as ROU assets,

lease liabilities and, if applicable, long-term lease liabilities.

The Company has elected not to recognize on the balance sheet leases

with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2.

For contracts with lease and non-lease components,

the Company has elected not to allocate the contract consideration, and to account for the lease and non-lease components as a single

lease component.

liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term.

The implicit rate within our operating leases is generally not determinable and, therefore, the Company uses the incremental borrowing

rate at the lease commencement date to determine the present value of lease payments.

The determination of the Company’s incremental

borrowing rate requires judgment.

The Company determines the incremental borrowing rate for each lease using our estimated borrowing

rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease.

operating lease ROU asset also includes any lease prepayments, offset by lease incentives.

option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain

we will exercise that option.

An option to terminate is considered unless it is reasonably certain we will not exercise the option.

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.

See Note 10 for further discussion

of the agreement with AstraZeneca.

preparation of financial statements in conformity with U.S.

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reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial

statements as well as the reported amounts of revenues and expenses during the reporting period.

statements as we l as the reported amounts of revenues and expenses during the reporting period.

Estimates are based on several factors

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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

and cash equivalents are primarily maintained with major financial institutions in the United States, United Kingdom, and Switzerland.

The Company considers cash equivalents to be short-term, highly liquid investments that (a) are readily convertible into known amounts

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

The Switzerland bank accounts holding cash balances are uninsured, and the UK bank account, with a balance at December 31,

2025 of approximately £ 96,000 (or approximately $ 130,000 ) exceeds the country’s deposit limit of £ 85,000 (approximately

The Company’s US depository bank participates in the Demand Deposit Marketplace program, insuring deposits up to $ 10

million by sweeping amounts in excess of the $ 250,000 deposit insurance limit among participating banks.

The Company has not experienced

any losses on any accounts through the year ended December 31, 2025.

Company had $ 1.5 million and $ 0.6 million in cash and cash equivalents on hand as of December 31, 2025 and December 31, 2024, respectively.

As of December 31, 2025, $ 0.7 million of the Company’s $ 1.5 million cash and cash equivalents balance was invested in money market

Value Measurements

Topic 820, Fair Value Measurements and Disclosures , defines fair value, establishes a framework for measuring fair value, and

expands disclosures about fair value measurements.

Fair value is to be determined based on the exchange price that would be received

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants.

Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value, and expands

disclosures about fair value measurements.

Fair value is to be determined based on the exchange price that would be received for an asset

or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly

transaction between market participants.

In determining fair value, the Company used various valuation approaches.

value hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes

the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are those that

market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

A fair value hierarchy

has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable

inputs by requiring that the most observable inputs be used when available.

Observable inputs are those that market participants would

use in pricing the asset or liability based on market data obtained from sources independent of the Company.

inputs reflect the Company’s assumption about the inputs that market participants would use in pricing the asset or liability developed

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These valuations require significant judgment.

Company’s Level 1 assets consist of cash and cash equivalents, including money market funds, in the accompanying balance sheets

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

of December 31, 2024, 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.

As of December 31 2023, the Company has one financial liability, a warrant liability for which the fair value is determined

based on Level 2 inputs as such 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.

See Note 3 for further information on the Company’s

financial liabilities carried at fair value.

Company’s Level 1 assets consist of cash and cash equivalents in the accompanying consolidated balance sheets and the carrying

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

of December 31, 2025 and December 31, 2024, 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

Company has elected the fair value measurement option for convertible debt with embedded derivatives that would otherwise require bifurcation

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from within the change in fair value of the convertible debt in the accompanying consolidated statement of operations and comprehensive

income (loss).

Any changes in fair value caused by instrument-specific credit risk are presented separately in other comprehensive income.

Any changes in fair value caused by instrument-specific credit risk are presented separately in other comprehensive loss.

During the year ended December 31, 2025, the Company did not record any changes in fair value related to instrument-specific credit risk.

and Clinical Assets

and clinical assets are initially recorded at cost.

Depreciation and amortization are computed using the straight-line method over the

estimated useful lives of the assets or, for leasehold improvements, the life of the lease, if shorter.

When assets are retired or otherwise

disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected

in other income or expense for the period.

As of December 31, 2025, equipment and clinical assets primarily consisted of an acquired

clinical asset and leasehold improvements.

accordance with ASC 842, Leases (“ASC 842”), the Company records a right-of-use (ROU) asset and a lease liability on the

balance sheet for all leases with terms longer than 12 months and classifies them as either operating or finance leases.

the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and

circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset,

whether the Company obtains the right to substantially all the economic benefit from the use of the asset, and whether the Company has

the right to direct the use of the asset.

Leases with a term greater than one year are recognized on the balance sheet as ROU assets,

lease liabilities and, if applicable, long-term lease liabilities.

The Company has elected not to recognize on the balance sheet leases

with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2.

For contracts with lease and non-lease components,

the Company has elected not to allocate the contract consideration, and to account for the lease and non-lease components as a single

lease component.

liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term.

The implicit rate within our operating leases is generally not determinable and, therefore, the Company uses the incremental borrowing

rate at the lease commencement date to determine the present value of lease payments.

The determination of the Company’s incremental

borrowing rate requires judgment.

The Company determines the incremental borrowing rate for each lease using our estimated borrowing

rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease.

operating lease ROU asset also includes any lease prepayments, offset by lease incentives.

option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain

we will exercise that option.

An option to terminate is considered unless it is reasonably certain we will not exercise the option.

and Development

and development expenses consist primarily of costs incurred in connection with the research and development of our clinical assets

and programs, see Note 10 for further discussion of research and development expense.

Conduit holds all licenses to conduct clinical

research through a third-party pharmaceutical company.

The Company expenses research and development costs and intangible assets

acquired that have no alternative future use as incurred.

and development expenses consist primarily of costs incurred in connection with the research and development of our clinical assets and

programs, see Note 10 for further discussion of research and development expense.

CDT holds all licenses to conduct clinical research

through a third-party pharmaceutical company.

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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expenses, including salaries, related benefits and equity-based compensation expense, for employees engaged in research and development

acquisition costs related to the purchase of licensed intellectual property;

costs related to the purchase of licensed intellectual property;

related to compliance with quality and regulatory requirements;

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or until it is no longer expected that the goods will be delivered, or the services rendered.

and Administrative Expenses

and administrative expenses consist primarily of salaries and related costs for personnel in executive management, finance, corporate

and business development, and administrative functions.

General and administrative expenses also include legal fees relating to patent

and corporate matters; professional fees for accounting, auditing, tax, and administrative consulting services; insurance costs;

administrative travel expenses and other operating costs.

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 lives.

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 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.

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 consolidated statements of operations and comprehensive income (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

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 consolidated statements of operations and comprehensive income (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.

Earnings/(Net

Loss) per Share

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

Basic earnings/(net

loss) per share is computed by dividing the net income/(loss) by the number of weighted-average common shares outstanding for the period.

Diluted earnings/(net loss) is computed by adjusting net income/(loss) based on the impact of any dilutive instruments.

Diluted earnings/(net

loss) per share is computed by dividing the diluted net income/(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 income/(loss)

per share, the numerator is adjusted to eliminate the effects that have been recorded in net income/(loss) (net of tax, if any) attributable

to any liability-classified dilutive instruments.

and penalties recognized have been classified in the consolidated statements of operations and comprehensive loss as income

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

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

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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The Liability Classified Warrants are remeasured each period with changes in fair value recorded in

the Consolidated Statements of Operations and Comprehensive Income (Loss).

the consolidated statements of operations and comprehensive loss.

Stock-based Compensation

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:

Expected volatility – The Company estimates

expected volatility based on the historical and implied volatility of its common stock.

The Company considered the standard deviation

of daily lognormal returns and applied a downward adjustment to the observed historical volatility based on an analysis incorporating

Black-Scholes modeling and market participant assumptions.

Expected term – the Company estimates the expected term using the “simplified” method outlined in SEC Staff Accounting Bulletin No.

107, “Share-Based Payment.”

Risk-free 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.

Dividends – 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 accounts for forfeitures as they occur, which may result in the reversal of compensation costs in subsequent periods as the forfeitures

Currency Translation

Company translated the assets and liabilities of foreign subsidiaries from their respective functional currency, the British pound, to

United States dollars at the appropriate spot rates as of the balance sheet date.

Income and expenses of operations are translated to

United States dollars using weighted average exchange rates during the year.

Company translated the assets and liabilities of its foreign subsidiary from their respective functional currency, the British pound,

to United States dollars at the appropriate spot rates as of the balance sheet date.

Income and expenses of operations are translated

to United States dollars using weighted average exchange rates during the year.

The foreign subsidiaries use the local currency as their

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of the transaction).

Growth Company Status

Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of

the JOBS Act until such time as those standards apply to private companies.

The Company has elected to use this extended transition period

for complying with new or revised accounting standards that have different effective dates for public and private companies until the

earlier of the date that:

(i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended

transition period provided in the JOBS Act.

As a result, these financial statements may not be comparable to companies that comply with

the new or revised accounting pronouncements as of public company effective dates.

the Merger, the Company will remain an emerging growth company, as defined by the Jumpstart Our Business Startups act of 2012, until

the earliest of (i) the last day of the combined entity’s first fiscal year following the fifth anniversary of the completion of

MURF’s initial public offering (the “MURF IPO”), (ii) the last day of the fiscal year in which the combined entity

has total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which the combined entity is deemed

to be a large accelerated filer, which means the market value of the combined entity’s common stock that is held by non-affiliates

exceeds $700.0 million as of the prior December 31st or (iv) the date on which the combined entity has issued more than $1.0 billion

in non-convertible debt securities during the prior three year period.

Adopted Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) (“ASU 2023-07”), which enhances the segment disclosure

requirements for public entities on an annual and interim basis.

Under this proposal, public entities are required to disclose significant

segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each

reported measure of segment profit or loss.

Additionally, current annual disclosures about a reportable segment’s profit or loss

and assets will be required on an interim basis.

Entities are also required to disclose information about the CODM’s title and

position at the Company along with an explanation of how the CODM uses the reported measures of segment profit or loss in their assessment

of segment performance and deciding whether how to allocate resources.

Finally, ASU 2023-07 requires all segment disclosures for public

entities, even those with a single reportable segment.

The amendments are effective for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods

As of December 31, 2024, the Company only has one reportable segment.

The Company adopted this accounting standard as of January

See Note 19 for the Company’s segments disclosures.

Issued Accounting Standards Not Yet Adopted

Issued Accounting Pronouncements Adopted

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

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adoption permitted.

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

The Company retrospectively adopted ASU 2023-09 and all periods presented within the consolidated financial statements

will reflect the adoption.

The retrospective adoption of ASU 2023-09 resulted in enhanced disclosures in our consolidated financial statements.

Refer to Note 12 for further information.

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 6 for further information.

Issued Accounting Standards Not Yet Adopted

December 2025, the FASB issued Accounting Standards Update No.

2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements (“ASU

2025-11”), to improve the navigability and clarity of interim reporting guidance in the FASB Accounting Standards Codification

and clarify when Topic 270 applies.

The amendments add a comprehensive list of interim disclosure requirements currently required by

GAAP and a new disclosure principle requiring an entity to disclose events since the end of the most recent fiscal year that have a material

impact on the entity’s interim financial statements.

ASU 2025-11 is effective for interim reporting periods within annual reporting

periods beginning after December 15, 2027 for public business entities and after December 15, 2028 for entities other than public business

Early adoption is permitted.

The Company is currently evaluating the potential impact of adopting ASU 2025-11 on our interim

reporting practices and related disclosures.

July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable

and Contract Assets.

This ASU introduces a practical expedient for estimating expected credit losses on current accounts receivable and

current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

Under the expedient,

entities may assume that the current conditions applied in determining credit loss allowances remain unchanged for the remaining life

of those assets.

This ASU is required to be adopted on a prospective basis.

ASU 2025-05 is effective for annual reporting periods beginning

after December 15, 2025, including interim periods within those years, with early adoption permitted.

The Company adopted this standard effective January 1, 2026 and does not expect

the adoption of the ASU 2025-05 to have a material impact on the Company’s consolidated financial statements.

November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

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of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented

on the consolidated statements of operations and comprehensive income (loss).

on the consolidated statements of operations and comprehensive loss.

The guidance in this ASU is effective for fiscal years

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

Merger and Financing

discussed in Note 1 – Nature of the Business, Basis of Presentation and Summary of Significant Accounting Policies , on September

22, 2023, the Company and MURF completed the Merger.

Upon the closing of the Merger, the following occurred:

share of Old Conduit common stock issued and outstanding immediately prior to the closing of the Merger, which totaled 2,000 shares,

was exchanged for the right to receive 323 shares of the Company’s Common Stock (“Common Stock”) resulting

in the issuance of 646,264 shares of Conduit Pharmaceuticals, Inc.

Common Stock.

addition to the shares issued to legacy Conduit shareholders noted above, an additional 3,735 shares of Common Stock was issued

to Conduit convertible note holders, resulting in a total of 650,000 shares of Common Stock being issued to Conduit shareholders

and holders of Conduit convertible notes payable.

connection with the Merger, 450 shares of MURF Class A common stock held by the MURF Sponsor was transferred to MURF Directors.

share was exchanged on a one-for-one basis for shares of Common Stock.

share of MURF Class A common stock held by the MURF Sponsor prior to the closing of the Merger, which totaled 7,090 shares, was exchanged

for, on a one-for-one basis for shares of Common Stock.

share of MURF common stock subject to possible redemption that was not redeemed prior to the closing of the Merger, which totaled

580 shares, was exchanged for, on a one-for-one basis for shares of Common Stock.

connection with the Merger, 33,062 shares of MURF Class B common stock held by the Sponsor was automatically converted into shares

of MURF Class A common stock and then subsequently converted into shares of Common Stock on a one-for-one basis.

connection with the Merger, A.G.P./Alliance Global Partners (“A.G.P.”), whom acted as a financial advisor to both MURF

and Conduit, was due to receive (i) a cash fee of $ 6.5 million, 13,000 shares of Common Stock and warrants to purchase 540 shares

of Common Stock at an exercise price of $ 1,100 per share pursuant to its engagement agreement with Conduit entered into on August

2, 2022 and (ii) $ 4.6 million of deferred underwriting fees as a result of its engagement for MURF’s initial public offering.

Upon closing of the Merger, A.G.P.

received a cash payment of $ 5.6 million, 13,000 shares of Common Stock, and 540 warrants to purchase

540 shares of Common Stock.

The remaining $ 5.7 million of cash payments due to A.G.P upon closing of the Merger was deferred and

to be paid on or before March 21, 2025, with annual interest of 5.5 %.

The remaining cash payments due, which were directly attributable

to the Merger, were accounted for as a liability with an offset to additional paid-in capital in accordance with SAB Topic 5.A on

the Company’s consolidated balance sheet.

See Note 7 for discussion of amendment of the note that took place during the year ended December 31, 2024.

connection with the Merger, MURF entered into subscription agreements (the “Subscription Agreements”) with certain accredited

investors (the “PIPE Investors”) for an aggregate of 20,000 units, with each unit consisting of one share of Company

common stock (the “PIPE Shares”), together with one warrant exercisable into one share of Company common stock (the “PIPE

Warrants”), at a purchase price of $ 1,000 per unit, for an aggregate purchase price of $ 20,000,000 (the “PIPE Financing”).

Upon the closing of the PIPE Financing (which closed in connection with the closing of the Merger), the Company received $ 20.0 million

in cash from the PIPE Financing, which was used to settle related party promissory notes issued by MURF to the MURF Sponsor and an

affiliate of the MURF Sponsor as well as transaction costs.

proceeds received by the Company from the Merger and PIPE Financing, net of transaction costs, and other payments for existing liabilities

and prepayments, totaled $8.5 million.

Merger was accounted for as a reverse recapitalization in accordance with U.S.

Under this method of accounting, MURF was treated

as the acquired company for financial reporting purposes (see Note 1 for further details).

Accordingly, for accounting purposes,

the Merger was treated as the equivalent of the Company issuing shares for the net assets of MURF, accompanied by a recapitalization.

The net assets of MURF were stated at historical cost with no goodwill or other intangible assets recorded.

following table presents the total Common Stock outstanding immediately after the closing of the Merger:

of Common Stock Outstanding

Exchange of MURF common stock subject to possible redemption for Conduit Pharmaceuticals Inc.

Exchange of MURF Class A common stock held by MURF Directors for Conduit Pharmaceuticals Inc.

Exchange of MURF Class A common stock held by MURF Sponsor for Conduit Pharmaceuticals Inc.

Subtotal - Merger, net of redemptions

Issuance of Conduit Pharmaceuticals Inc.

common stock in connection with PIPE Financing

Exchange of Conduit Pharmaceuticals Limited ordinary shares for Conduit Pharmaceuticals Inc.

common stock on the Closing Date

Issuance of Conduit Pharmaceuticals Inc.

common stock to holders of Conduit Pharmaceuticals Limited convertible notes on the Closing Date

Issuance of Conduit Pharmaceuticals Inc.

common stock to an advisor for services directly related to the Merger

Total - Conduit Pharmaceuticals Inc.

common stock outstanding as a result of the Merger, PIPE Financing, exchange of Conduit Pharmaceuticals Limited shares for shares of Conduit Pharmaceuticals Inc., issuance of Conduit Pharmaceuticals Inc.

common stock to holders of Conduit Pharmaceuticals Limited convertible notes, and advisors.

Sale of Wholly-Owned Subsidiary

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

“Agreement”) for the sale of all of the outstanding shares of CPL held of record by the Company (the “CPL

Share”), together with 8,992 shares

of the Company’s Common Stock (“Common Stock”) and 147,432 pre-funded

warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock (the “Pre-Funded Warrant Shares”).

CPL had net liabilities as of the date of the sale.

On March 24, 2026, all 147,432

of the Pre-Funded Warrants were exercised through a cashless exercise into 147,401 shares of the Company’s Common Stock.

CPL was subject

to ongoing litigation prior to the sale, for which judgment was rendered on December 16, 2025 in favor of the claimant for $ 2.0

million for cash advisory fees, $ 5.0

million representing damages in respect of 21 carry shares, plus interest, penalties and a portion of legal cost reimbursement of

million, totaling $ 9.6

The $ 9.6 million was recorded as a litigation accrual in the consolidated balance sheet.

consideration for the disposition of CPL was $ 7.0 million,

which was satisfied through the issuance of the aforementioned Common Stock and Pre-Funded Warrants to Corvus, a wholly-owned entity

of the Company’s Chief Executive Officer (“CEO”).

The fair value of the consideration upon the transfer of CPL was

equal to the closing price of the Company’s Common Stock of $ 44.75 on

December 5, 2025, consisting of approximately $ 0.4 million

attributable to the Common Stock and $ 6.6

million attributable to the Pre-Funded Warrants.

The Company determined the total consideration for the disposition by performing a broad, mid-point evaluation of the range of damages,

should CPL receive an unfavorable judgment, based on the ranges of the Experts’ Evidence at the second valuation date, which was

agreed by the parties in evidence and confirmed in the judges’ summing-up.

The referenced second valuation date considered a range

of damages resulting from the non-payment of the cash advisory fee and non-delivery of carry shares, to include the expected value of

the disposal of the shares following the 180-day lock-up period that would have been entered into at the time of the business combination.

Following the sale of

CPL on December 8, 2025, the Company has determined that, while the transaction resulted in the legal disposition of CPL and its net

liabilities, from an accounting perspective the criteria for isolation and deconsolidation were not met as of December 31, 2025.

Accordingly, CPL remains consolidated within the consolidated financial statements of the Company at December 31, 2025.

Company recognized the compensation expense of $ 7.0 million

for the issuance of shares and warrants, which is presented within general and administrative expense, in the consolidated statement

of operations and comprehensive loss for the year ended December 31, 2025.

Through the filing of the consolidated financial statements, the judgment has not been settled by CPL and, therefore, it is currently

not in compliance with the judgment’s stated settlement date of January 13, 2026.

CPL’s subsequent appeal of the judgment

was later dismissed.

Corvus, as the sole shareholder in CPL, maintains the decision making process in the handling of the judgment following

the sale of CPL.

Strand has not attempted to enforce the judgment against CPL, but during the first quarter of 2026, the Company received

correspondence from Strand’s counsel discussing the potential of Strand seeking to enforce the judgment against the Company directly.

To date, no legal action against the Company has commenced and the Company will continue to vigorously defend its position as it relates

to the litigation with Strand.

See Note 15 and Note 18 for

further discussion of the litigation and Pre-Funded Warrants.

the period ended December 31, 2025, there were no transfers between Level 1 and Level 2, nor into or out of Level 3.

The following

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

The following table

presents as of December 31, 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 December 31, 2025

Cash equivalents

Convertible notes payable

at fair value

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):

of Assets Subject to Measurement at Fair Value on Recurring Basis

Fair Value Measurements as of December 31, 2024

Value Measurements as of December 31, 2024

Cash equivalents

Convertible notes payable at fair value

Liability Classified Warrants

Total Liabilities

following table presents as of December 31, 2023 the Company’s liabilities subject to measurement at fair value on a recurring

basis (in thousands):

Fair Value Measurements as of December 31, 2023

Liability Classified Warrants

Liability Classified

Total Liabilities

equivalents consist of highly liquid money market funds with maturities of three months or less and are reflected in the Consolidated

Balance Sheets at carrying value, which approximates fair value due to their short-term nature.

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

basis and warrant liabilities, for which the Company used significant unobservable inputs (Level 3) (in thousands):

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

Convertible Notes

Liability Classified Warrants

basis and warrant liabilities, for which the Company used unobservable inputs (Level 3) (in thousands):

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

Classified Warrants

Balance as of December 31, 2023

Fair value at Issuance

Conversion of convertible note

Conversion of convertible notes

Change in fair value

Balance as of December 31, 2024

Conversion of convertible notes

Interest expense

Change in fair value

Gain on settlement of convertible note

Balance as of December 31, 2025

the year ended December 31, 2025, there were no transfers between Level 1 and Level 2, nor into or out of Level 3.

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

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

discussed in Note 7, during on October 31, 2024, the Company and Nirland agreed to amend the August 2024 Nirland Note, whereby the

August 2024 Nirland Note was amended to 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.

The August 2024 Nirland Note was then amended for a second time on November

22, 2024.Additionally, as discussed in Note 7, during November 2024, the Company issued to A.G.P.

a convertible promissory

discussed in Note 8, on October 31, 2024, the Company and Nirland agreed to amend the Senior Secured Promissory Note entered into by

the Company and Nirland on August 6, 2024 (the “August 2024 Nirland Note”), whereby the August 2024 Nirland Note was amended

to 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.

The August 2024 Nirland Note

was then amended for a second time on November 22, 2024.

On February 12, 2025, the August 2024 Nirland Note was repaid in full.

Additionally,

as discussed in Note 8, during November 2024, the Company issued to 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.

The Company elected to account for the August

2024 Nirland Note and A.G.P.

Convertible Note (collectively the “Convertible Notes Payable”) at fair value.

value of the Convertible Notes Payable is estimated each period using a binomial lattice model.

Significant estimates in the

binomial lattice model include the Company’s stock price, volatility, risk-free rate, corporate bond yield, credit

spread, probability of default, and recovery upon default.

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.

Convertible Note (collectively the “Convertible Notes Payable”)

at fair value.

The fair value of the Convertible Notes Payable is estimated each period using a binomial lattice model.

Significant estimates

in the binomial lattice model include the Company’s stock price, volatility, risk-free rate, corporate bond yield, credit spread,

probability of default, and recovery upon default.

fair value of the August 2024 Nirland Note and A.G.P.

Convertible Note as of December 31, 2024 were estimated using a binomial

lattice model.

The following

table outlines the range of significant unobservable inputs used in calculating the fair value of the August 2024 Nirland Note as of

the dates noted below:

of Fair Value of Assumptions

Convertible Note as of December 31, 2024 were estimated using a binomial lattice

The following table outlines the

range of significant unobservable inputs used in calculating the fair value of the August 2024 Nirland Note as of the dates noted below:

Schedule of Fair Value of Input

Corporate bond yield

2 unchanged sentences

Recovery upon default

of December 31, 2025, no obligations remain under the August 2024 Nirland Note (refer to Note 8 for details) and therefore only the fair

value of the A.G.P.

Convertible Note was estimated using a binomial lattice model.

following table outlines the range of significant unobservable inputs used in calculating the fair value of the A.G.P.

Note as of the dates noted below:

of Fair Value of Assumptions

Convertible Note

as of the dates noted below:

Schedule of Fair Value of Assumptions

Corporate bond yield

3 unchanged sentences

Classified Warrants

PIPE Warrants, A.G.P.

Warrants, and A.G.P.

2024 Warrants, as defined in Note 18, are accounted for as liabilities in accordance with ASC 815-40 and are presented

within Warrant liabilities in the consolidated balance sheets.

Warrant liabilities are measured at fair value at inception and on a recurring

basis, with changes in fair value presented within other income (expense), net in the consolidated statements of operations and comprehensive

income (loss).

measurement of the PIPE Warrants and the measurement of the A.G.P warrants are classified as Level 2 fair value measurements due to the

use of an observable market quote for the Company’s publicly traded warrants, which are considered to be a similar asset in an

active market.

PIPE Warrant and A.G.P.

Warrant liabilities are calculated by multiplying the quoted market price of the Company’s publicly traded

warrants by the number of liability classified warrants.

December 11, 2024, the Company amended the exercise price of the PIPE Warrants to be $ 8.83 ,

at which time all PIPE Warrants were exercised.

As the exercise price was amended on the same date that the PIPE Warrants were

exercised, the Company remeasured the warrant liability immediately before exercise based on the difference between the closing

stock price of the Company’s common stock on December 11, 2024, and the amendment exercise price of the PIPE Warrants,

resulting in a gain on the change in fair value of warrant liability of approximately $ 12

Refer to Note 18 for additional information.

Upon exercise of the PIPE Warrants, less than $ 1

thousand of Level 2 liability classified warrants remain on the consolidated balance sheet as of December 31, 2024.

Classified Warrants The A.G.P.

2024 Warrants, as defined in Note 18, are accounted for as liabilities in accordance with ASC 815-40 and

are presented within Warrant liabilities in the consolidated balance sheets.

Warrant liabilities are measured at fair value at inception

and on a recurring basis, with changes in fair value presented within other income (expense), net in the consolidated statements of operations

and comprehensive loss.

measurement of the A.G.P.

2024 Warrants is classified as Level 3 due to the use of an option-pricing model that utilizes unobservable inputs and requires significant judgement.

The Company estimated

the fair value of the warrants issued as the issuance date, October 29, 2024, and as of December 31, 2024, using a Black-Scholes

option-pricing model utilizing the following assumptions:

of Fair Value of Assumptions

October 29, 2024

December 31, 2024

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

unobservable inputs and requires significant judgement.

The Company estimated the fair value of the warrants issued as the issuance

date, October 29, 2024, as of December 31, 2024 and as of December 31, 2025, using a Black-Scholes option-pricing model utilizing

the following assumptions:

Schedule of Fair Value of Assumptions

Closing stock price

3 unchanged sentences

Time period to expiration (in years)

Balance Sheet Details – Current Assets

assets consisted of the following as of December 31, 2024 and December 31, 2023 (in thousands):

of Balance Sheet Details

December 31, 2024

December 31, 2023

Prepaid directors’ and officers’ insurance

Prepaid expenses

Prepaid expenses – related parties

Other receivables

Total prepaid expenses and other current assets

the year ended December 31, 2024, we entered into an operating lease for laboratory space.

The remaining lease terms for our operating

lease is approximately two years and does not provide a renewal option.

We apply the short-term lease policy election, which allows us

to exclude from recognition leases with an original term of 12 months or less.

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 a reconciliation of the fair values of the Company’s investments in digital assets as of December 31,

of Investments Digital Assets

Balance as of December 31, 2024

Realized losses on dispositions

Balance as of December 31, 2025

Company disposed of all digital asset holdings during the fourth quarter of the year ended December 31, 2025.

During the year ended

December 31, 2024, the Company entered into an operating lease for laboratory space.

The remaining lease terms for the operating lease

is approximately one year and does not provide a renewal option.

The Company has elected the short-term lease policy election, which

allows the Company to exclude from recognition leases with an original term of 12 months or less.

commencement of the laboratory lease on March 7, 2024, the Company recorded a right-of-use asset of $ 0.4 million, short-term lease liability

of $ 0.2 million, and long-term lease liability of $ 0.2 million.

costs associated the Company’s operating and short-term leases are recorded within general and administrative expense in the consolidated

statement of operations and comprehensive income (loss).

The following table sets forth information about our lease costs for the year

ended December 31, 2024 (in thousands):

costs associated with the Company’s operating and short-term leases are recorded within general and administrative expense in

the consolidated statement of operations and comprehensive loss.

The following table sets forth information about our lease

costs for the year ended December 31, 2025 and 2024 (in thousands):

of Lease Cost

3 unchanged sentences

Total lease cost

following table sets forth information about our operating lease for the year ended December 31, 2024 (in thousands):

following table sets forth information about our operating lease for the year ended December 31, 2025 and 2024 (in

of Operating Lease Liabilities

Supplemental cash flow and other information

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

ROU assets obtained in the exchange for lease liabilities

cash flow and other information

Cash paid for amounts included in the measurement

of lease liabilities:

Operating cash

flows from operating leases

ROU assets obtained in exchange for lease liabilities

Weighted-average remaining lease term (in years)

Weighted-average discount rate

Company’s future minimum lease payments for our operating lease as of the year ended December 31, 2024, are as follows (in thousands):

Company’s future minimum lease payments for our operating lease as of December 31, 2025 are as follows (in

of Future Minimum Lease Payments For Operating Lease

2 unchanged sentences

Total lease liability

Liability Related to the Sale of Future Revenue

Technologies PLC

Company entered into an Agreement with SGSC to approve an Indirect Investment from Vela Technologies PLC (“Vela”) on October

20, 2020, whereby Vela agreed to provide funding to the Company for an indirect investment in AZD 1656 for use in the field in exchange

for 8 % of future revenue earned if AZD 1656 is commercialized (the “Vela Agreement”).

Total consideration under the Vela

Agreement was $ 2.9 million (£ 2.35 million), consisting of $ 1.6 million (£ 1.25 million) cash and the issuance of 1.1 billion

common shares in Vela, which based on the Vela’s fair value per share and was $ 1.3 million.

During the year ended December 31,

2021, the Company sold all 1.1 billion of its Vela shares for $ 1.2 million and recorded a loss of $ 0.1 million on the sale.

received the $ 1.6 million (£ 1.25 ) million cash consideration during the year ended December 31, 2020.

This consideration was recorded

as a liability related to the future sale of revenue on the balance sheet in accordance with ASC 470-10.

April 2023, the Company entered into an agreement with Vela which granted Vela the right, but not the obligation, to sell its 8 % royalty

interest in AZD 1656 back to Conduit.

Vela paid a one-time, non-refundable option fee to Conduit of $ 0.5 million (£ 0.4 million).

Total consideration payable to Vela upon exercise of the option was £ 4.0 million ($ 5.08 million on the exercise date) worth of

new common shares in the combined entity after the Merger between Conduit Pharmaceuticals Limited and MURF, following the consummation

of the Merger, at a price per share equal to the volume-weighted average price per share over the ten (10) business days prior to the

date of the notice of exercise.

The option contained a provision stating that in no event would the price per share for the consideration

shares be lower than $ 5 or higher than $ 15 .

The option was exercisable in whole at any time from the close of the Merger (the “Effective

Time”) until the earlier of (i) the date that was six (6) months from the Effective Time, and (ii) February 7, 2024, the expiration

date of the term.

November 30, 2023, Vela exercised its option to sell back its indirect investment in AZD 1656 in exchange for 10,157 shares of the Common

The Company recognized the $ 2.8 million of deferred revenue and recorded $ 2.8 million to other income (expense), net, on the consolidated

statement of operations and comprehensive income (loss) for the year ended December 31, 2023.

As of December 31, 2023, there was no liability

for the sale of future revenue related to Vela.

Biotechnology Holdings PLC

February 11, 2022, the Company entered into an agreement with Cizzle PLC (“Cizzle”) whereby Cizzle agreed to purchase a percentage

of future revenue earned in AZD 1656, should it reach the commercialization stage.

Total consideration under the agreement is specified

as $ 1.6 million (£ 1.2 million), consisting of the issuance of the fair value of 25.0 million new common shares in Cizzle on the

date of the agreement and the fair value of 22.0 million shares to be issued at the earlier of Cizzle’s shareholder approval or

one year from the date of the agreement.

The 22.0 million shares were received by the Company in the fourth quarter of 2022 and were

subsequently sold within the fourth quarter of 2022.

The Company recorded a liability related to deferred revenue of $ 1.4 million for

the consideration received from Cizzle as of December 31, 2022.

payments received for the sale of future revenue were classified as a liability related to the future sale of revenue.

Under ASC 470-10-25,

a seller of future revenue should evaluate whether the proceeds received should be accounted for as debt or deferred income.

the factors that created a rebuttable presumption of debt within the guidance, the Company determined that there were factors present

to overcome the debt presumption and deferred income classification to be appropriate.

The main factors the Company considered were that

the transactions in form were sales, and not debt transactions.

Each agreement does not guarantee a return to each purchaser, the return

is based solely on future performance of AZD 1656 should it reach commercialization, with neither purchaser having an involvement in

generating future cash flows from AZD 1656.

December 15, 2022, the Company entered into an agreement with Cizzle whereby the Company granted Cizzle the option, but not the obligation,

to sell its economic interest in AZD 1656 back to the Company.

The agreement contained an option period of nine months from the date

of the agreement for Cizzle to notify the Company of its intent to exercise the option to sell its economic interest in AZD 1656.

closing of the agreement, Cizzle agreed to pay the Company an option fee of $ 0.1 million (£ 0.1 million).

September 26, 2023, Cizzle exercised its option to sell back its indirect investment in AZD 1656 in exchange for 3,954

shares of the Common Stock.

The Company recognized

million of deferred revenue and recorded $ 1.5

million to other income (expense), net, on the

consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2023.

As of December 31, 2023,

there was no liability for the sale of future revenue related to Cizzle.

Convertible Notes Payable

1 unchanged sentence

March 2023, the Company issued a convertible promissory note payable (the “Convertible Promissory Notes 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.

note 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.

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.

The note 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.

October 9, 2024, the Company and the loan holder signed an extension to extend the maturity date from September 20, 2024 to October 20,

2024 with the option for the Company to further extend the maturity date two times, each by an additional 30-day period.

Company exercised both options to extend the maturity date to December 19, 2024 which included interest previously payable as well as the principal.

As consideration for extending the maturity date,

the Company amended the form of repayment of the remaining interest due on the loan.

As payment for the interest, the Company issued

the loan holder, (i) $ 80,000 worth

of Common Stock to be issued at the closing market price on the date prior to issuance and (ii) 20,000 shares

of Common Stock.

On October 11, 2024, the Company issued the loan holder 27,812 shares

of Common Stock in satisfaction of the obligations in (i) and (ii) in the preceding sentence.

extension met the criteria for as a debt extinguishment under ASC 470-50.

As of October 9, 2024, the Company recorded a gain on debt extinguishment

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

carrying value of the Convertible Promissory Note Payable immediately prior to the amendment (ii) the $ 0.4

million fair value of the Convertible Promissory Note Payable immediately after the amendment and (iii) the $ 0.3

million fair value of the shares issued to the holder as consideration for extending the maturity date.

The difference between the

$ 0.8 million

carrying value immediately prior to the amendment and the $ 0.4

million fair value immediately after the amendment was recorded as a debt discount and amortized over the amended maturity date of

the Convertible Promissory Note using the effective interest method.

connection with the extension of the loan, the Company entered into a consulting agreement with an unrelated third party to negotiate

the extension of the of the convertible note with the loan holder on behalf of the Company.

The Company issued the third-party 8,500 shares

on October 11, 2024, in exchange for services provided.

The fair value of the shares were $ 0.1 million, as determined

by multiplying the closing share price on October 10, 2024 (day prior to issuance) of $ 10.24 by the total number of shares issued, 8,500 .

This amount was capitalized as a debt issuance cost and accreted over the amended term of the Convertible Promissory Notes Payable

using the effective interest method.

the year ended December 31, 2024, and December 31, 2023, the Company incurred interest expense on the Convertible Promissory Note

Payable of $ 0.5

million and $ 0.1

million, respectively.

The promissory note payable remained outstanding as of December 31, 2024, therefore the Company was

considered to be in default.

On March 6, 2025, the Company reached an agreement with the loan holder to pay $ 0.7

million in order to settle the March 2023 Convertible Note in full.

The Company repaid the loan holder the settlement amount $ 0.7

exercised both options to extend the maturity date to December 19, 2024 which included interest previously payable as well as the principal.

As consideration for extending the maturity date, the Company amended the form of repayment of the remaining interest due on the loan.

As payment for the interest, the Company issued the loan holder, (i) $ 80,000

worth of Common Stock to be issued at the closing market price

on the date prior to issuance and (ii) 6

shares of Common Stock.

On October 11, 2024, the Company issued 9

shares of Common Stock to the loan holder in satisfaction of

the obligations in (i) and (ii) in the preceding sentence.

As of December 31, 2024, the promissory note payable remained outstanding

and the Company was considered to be in default until settlement on March 6, 2025.

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 .

See Note 20 for additional details.

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

year ended December 31, 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 consolidated statement of operations and comprehensive loss for the year ended December 31, 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 24

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 $ 2,670 .

the years ended December 31, 2025 and December 31, 2024, the Company incurred interest expense on the Convertible Promissory Note Payable

of nil and $ 0.1 million, respectively.

2024 Nirland Note

August 6, 2024, the Company entered into a Senior Secured Promissory Note (the “August 2024 Nirland Note”) with 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 16 for further reference to the relationship

between the Company and Nirland.

Of the total amount of the August 2024 Nirland Note, $ 1.7 million was issued upon execution of

the August 2024 Nirland Note.

In connection with the August 2024 Nirland Note, the Company issued to Nirland 125,000 shares

of the Company’s Common Stock on August 6, 2024.

The balance of $ 0.5 million became payable 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 is prohibited from entering into a variable

rate transaction without prior written consent from Nirland.

The August 2024 Nirland Note bears 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.

The August 2024

Nirland Note matures 12 months from August 6, 2024.

As noted above, the Company issued to Nirland 125,000 shares

of the Company’s Common Stock on August 6, 2024.

The Company determined that loan agreement and share issuance should were part

of a basket transaction and allocated the net proceeds on a relative fair value basis.

Of the total $ 2.2 net proceeds, $ 1.2 million

was allocated to the August 2024 Nirland Note including $ 1.5 million gross proceeds, less $ 0.3 million Original Issue Discount

The remaining $ 1.0 million was allocated to the common stock, including $ 1.2 million gross proceeds less

The $ 1.2 million allocated to the common stock was considered to be a discount on the August 2024 Nirland Note making

the balance of the note to be $ 2.7 million note payable, less a total debt discount of $ 1.5 million.

The debt discount will

be amortized to interest expense using the effective interest method over the life of the note.

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) provides 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) removes Nirland’s Mandatory Prepayment Right, and (iii) removes 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

pursuant to shall 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.

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

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

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 will be carried at amortized cost using the effective interest method.

August 6, 2024, the Company issued a Senior Secured Promissory Note to Nirland (the “ August 2024 Nirland Note”) with an

original principal amount of $ 2.7 million, inclusive of a $ 0.5 million original issuance discount (“OID”).

In connection

with the financing, the Company issued 41 shares of the Company’s common stock to Nirland.

Nirland is a related party of the

Company (see Note 16).

The Company determined that the note and share issuance constituted a basket transaction and allocated the $ 2.2

million of net proceeds on a relative fair value basis, resulting in a total debt discount of $ 1.5 million, which was amortized to interest

using the effective interest method.

October 31, 2024, the Company and Nirland entered into an amendment to the August 2024 Nirland Note that introduced a conversion feature

permitting the holder to convert outstanding amounts into shares of the Company’s common stock and removed certain provisions related

to mandatory prepayment and participation in future financings.

The amendment was accounted for as a debt extinguishment as the modified

terms were determined to be substantially different from the original instrument.

Company determined the fair value of the August 2024 Nirland Note to be $ 3.6 million as of October 31, 2024 through the use of a binomial

lattice model.

See Note 3 for additional information regarding the fair value measurement of the August 2024 Nirland Note.

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

As of October

31, 2024, a loss on debt extinguishment of $ 2.2 million was recorded consisting of (i) the derecognition of the $ 1.3 million carrying

value immediately prior to the First Amendment (ii) recognition of the $ 2.7 million par value and (iii) recognition of the $ 0.8 million

substantial premium.

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

Pursuant to the Second Amendment, the 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 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 has 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

shall be obligated to pay Nirland a penalty of $ 0.1

million per day until the special meeting is 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, effective January 25, 2025, following the 1-for-100

reverse stock split that occurred on that date.

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 consolidated statements of operations and comprehensive income (loss).

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.

See Note 3 for additional information regarding the fair value measurement of the August 2024

Nirland Note.

The Company accounted for the Second Amendment as a debt extinguishment, as the terms of the August 2024 Nirland Note were

deemed to be substantially different after the Second Amendment.

As of November 22, 2024, a loss on debt extinguishment of $ 0.9 million

was recorded consisting of (i) the derecognition of the 2.7 million carrying value immediately prior to the First Amendment (ii) derecognition

of $ 0.1 million in accrued interest (iii) derecognition of the $ 0.8 million substantial premium and (iv) recognition of the $ 4.4 million

December 9, 2024, and prior to obtaining shareholder approval, Nirland exercised their conversion option and converted $ 0.1 million of

principal for 23,000 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 remains outstanding.

As of December 31, 2024, the August 2024 Nirland Note had a fair value of approximately $ 2.8 million and is included

within Convertible promissory notes payable at fair value –

related parties on the consolidated balance sheets.

the year ended December 31, 2024, the Company recorded a $ 1.5 million

gain from the change in fair value of convertible promissory note and interest expense of approximately $ 0.4

The interest expense of $ 0.4 million is comprised of (i) accrued interest of $ 0.2 million and (ii) $ 0.2 million in

amortization expense related to the initial debt discount of $ 1.5 million.

million loss on debt extinguishment from the Frist Amendment, $ 0.9

million loss on debt extinguishment from the Second Amendment, and the $ 1.5

million gain on the change in fair value are presented within other income (expense), net, while the $ 0.4

million of interest expense is presented within Interest expense, net, in the consolidated statement of operations and comprehensive

income (loss).

of October 31, 2024, a loss on debt extinguishment of $ 2.2 million was recorded consisting of (i) the derecognition of the $ 1.3 million

carrying value immediately prior to the First Amendment (ii) recognition of the $ 2.7 million par value and (iii) recognition of the $ 0.8

million substantial premium.

November 22, 2024, the Company and Nirland entered into a second amendment modifying the conversion provisions and restricting conversion

prior to stockholder approval under Nasdaq rules.

In connection with this amendment, the Company elected the fair value option under

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 consolidated statements of operations and comprehensive loss.

the year ended December 31, 2024, the Company recorded a $ 1.5 million gain from the change in fair value of convertible promissory

note and interest expense of approximately $ 0.4 million.

The interest expense of $ 0.4 million is comprised of (i) accrued interest

of $ 0.2 million and (ii) $ 0.2 million in amortization expense related to the initial debt discount of $ 1.5 million.

The $ 2.2 million

loss on debt extinguishment from the Frist Amendment, $ 0.9 million loss on debt extinguishment from the Second Amendment, and the

$ 1.5 million gain on the change in fair value are presented within other income (expense), net, while the $ 0.4 million of interest

expense is presented within Interest expense, net, in the consolidated statement of operations and comprehensive loss.

Subsequent changes in the fair value of the August 2024 Nirland Note were recognized in the consolidated statement of operations.

See Note 5 for additional information regarding fair value measurements.

December 9, 2024, Nirland converted $ 0.1 million of principal into 7 shares of the Company’s common stock pursuant to Nasdaq

partial conversion rules.

As of December 31, 2024, approximately $ 2.6 million of principal and accrued interest remained outstanding

and the August 2024 Nirland Note had a fair value of approximately $ 2.8 million.

January and February 2025, Nirland converted approximately $ 1.8 million of principal into 300 shares of the Company’s common

On February 12, 2025, the Company repaid the remaining principal and accrued interest of approximately $ 0.9 million in cash.

of December 31, 2025, the August 2024 Nirland Note had been fully settled and no amounts remained outstanding, and the Company had no

further obligations under the note.

Convertible Note

was a financial advisor to both MURF and Conduit Pharmaceuticals, Limited (“Old Conduit”) in connection with the Merger on

September 22, 2023.

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

(i) received a cash fee of $ 6.5 million, 4 shares of Common Stock, and

warrants to purchase 1 share of Common Stock at an exercise price of $ 3,300,000 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 year ended December

31, 2025, the Company reached an agreement with A.G.P.

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 year ended December 31, 2025.

For the years ended December

31, 2025 and December 31, 2024, the Company recorded $ 0.2 million and $ 32,000 of interest expense related to the deferred commission

payable balance in the consolidated statement of operations and comprehensive loss, respectively.

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

1 unchanged sentence

Convertible Note”) in the principal

amount of $ 5.7 million to evidence the A.G.P.’s currently owed deferred commission payable.

Refer to the Note 9 for additional

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 Date”).

amount of $ 5.7 million to evidence A.G.P.’s currently owed deferred commission payable in connection with the Merger.

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 Date”).

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

any time prior to the full payment of the convertible promissory note, provided that the A.G.P.

has given at least three business

days written notice to the Company, A.G.P., in its sole discretion, may elect to have all or any portion of the outstanding

principal amount and all interest accrued converted into shares of the Company’s common stock, at a fixed price of $ 10.00

(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.

Company notes that the reverse split provision in the preceding sentence was tripped, effective January 25, 2025, following the 1-for-100 reverse stock split

that occurred on that date .

However, the conversion of the convertible promissory note may not occur prior to the

Company having sufficiently authorized shares of common stock to permit the entire conversion of the convertible promissory note.

addition, the conversion of the convertible promissory note may also not occur prior to receipt of stockholder approval to provide

for such conversion of the convertible promissory 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.

Further, following the A.G.P.’s ability

to convert the convertible promissory note, if at all, 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 convertible promissory note.

has given at least three business days

written notice to the Company, A.G.P., in its sole discretion, may elect to have all or any portion of the outstanding principal amount

and all interest accrued converted into shares of the Company’s common stock, at a fixed price of $ 10.00 (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.

The Company notes that the reverse split provision in the preceding sentence was tripped, effective January

25, 2025, following the 1-for-100 reverse stock split that occurred on that date.

However, the conversion of the convertible promissory

note may 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 convertible promissory note may also not occur prior to receipt of stockholder

approval to provide for such conversion of the convertible promissory 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.

Further, following the A.G.P.’s

ability to convert the convertible promissory note, if at all, 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 convertible promissory note.

Company may prepay the convertible promissory note in whole or in part.

4 unchanged sentences

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.

At the end 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 consolidated statements of operations and comprehensive income

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.

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 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 consolidated statements of

operations and comprehensive income (loss).

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 consolidated statements of operations and comprehensive loss.

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

3 unchanged sentences

Company accounted for the issuance on the A.G.P.

Convertible Promissory Note as a debt extinguishment, as it was issued to evidence the

A.G.P.’s currently owed deferred commission payable discussed in Note 9.

A gain on debt extinguishment of $ 2.4 million was recorded

as of November 25, 2024, consisting of (i) the derecognition of the $ 5.7 million deferred commission payable and (ii) recognition of

the $ 3.4 million fair value of the A.G.P.

Convertible Promissory Note as a debt extinguishment, as the Convertible Promissory

Note was issued to evidence the A.G.P.’s currently owed deferred commission payable.

A gain on debt extinguishment of $ 2.4 million

was recorded as of November 25, 2024, consisting of (i) the derecognition of the $ 5.7 million deferred commission payable and (ii) recognition

of the $ 3.4 million fair value of the A.G.P.

Convertible Note.

5 unchanged sentences

$ 32 thousand of interest expense is presented within Interest expense, net, in the consolidated statement of operations and comprehensive

income (loss).

During the year

ended December 31, 2025, the holder of the A.G.P.

Convertible Note converted $ 3.4

million of principal and interest into 18,711

shares of the Company’s Common Stock, respectively.

As of March 31, 2025, the Company’s Common Stock price was trading

below the Conversion Price Floor.

As of March 31, 2025 and April 16, 2025, the Company’s Common Stock price was trading below

the Conversion Price Floor.

For the purpose of the March 31, 2025 and April 16, 2025 conversions, the Company waived the Conversion

Price Floor and allowed A.G.P.

to convert at the respective March 31, 2025 and April 16, 2025 closing stock prices.

November 2025, the Company and A.G.P.

agreed to extend the maturity date of the A.G.P.

Convertible Note six months from November 25,

2025 to May 25, 2026.

The Company did not pay any consideration to induce the extension of the maturity date.

December 31, 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 $ 0.7 million.

For the year ended December 31, 2025, the Company recorded a $ 0.6 million loss

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

Convertible Note and interest expense of approximately $ 0.2 million.

As of December 31, 2025,

there was approximately $ 2.5 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 million.

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

Each loan was made available to the Company by the lenders in

three tranches of (i) $ 33 thousand (£ 30 thousand);

(ii) $ 33 thousand (£ 30 thousand) and (iii) $ 28 thousand (£ 25

thousand), totaling $ 0.2 million.

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 million at December 31, 2023 and

December 31, 2024 respectively.

October 9, 2024, the Company and the Loans holders 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) 2,500 additional shares of Common stock.

On October 11, 2024, the Company issued each of the Loan

holders 5,690 shares ( 11,380 in total).

The Loans remain outstanding as of December 31, 2024.

extension was accounted for as a debt extinguishment.

On October 9, 2024, the Company recorded a loss on debt extinguishment of approximately

$ 42 thousand calculated as the difference between (i) the $ 0.2 million carrying value of the Loans immediately prior to the Loans Amendment

(ii) the $ 0.1 million fair value of the Loans immediately after the Loans Amendment and (iii) the $ 0.1 million fair value of the shares

issued to the holder as consideration for extending the maturity date.

The difference between the $ 0.2 million carrying value immediately

prior to the Loans Amendment and the $ 0.1 million fair value immediately after the Loans Amendment was recorded as a debt discount and

amortized over the term date of the Loans using the effective interest method.

the year ended December 31, 2024, the Company incurred interest expense on the Loans of approximately $ 40

thousand related to the amortization of the debt

discount recorded as a result of the Loans Amendment.

interest expense was recorded for the year ended

December 31, 2023.

The Loans remained outstanding as of December 31, 2024, therefore the Company was considered to be in default.

Company repaid the lenders the outstanding principal balance of $ 0.1

million in February 2025.

See Note 20 for additional

May 1, 2022, the Company entered into two non-interest-bearing loan agreements totaling $ 0.2 million, funded in multiple tranches.

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

of Common Stock valued at the market price prior to issuance, and (iii) 1 additional share of Common Stock as consideration for the

On October 11, 2024, the Company issued a total of 3

shares to the lenders.

Company repaid the remaining principal balance of $ 0.1 million in February 2025, and no obligations remained as of December, 2025.

interest expense was recorded for the year ended December 31, 2025.

During the year ended December 31, 2024, the Company incurred interest expense on the Loans of approximately $ 40

thousand related to the amortization of the debt discount recorded as a result of the Loans Amendment.

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.

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 16 for further reference to the relationship between the Company and Nirland.

The Nirland Note bears interest at a rate of 12 %

per annum, is due and payable semi-annually in arrears, and matures on October 31, 2025.

If an event of default under and as defined

in the Nirland Note occurs, the interest rate will be increased to 18 %

per annum or to the maximum rate permitted by law.

In connection with the Nirland Note, the Company has agreed to pay Nirland a 1 %

arrangement fee, which will be included with the principal and interest owed under the Nirland Note.

arrangement fee is accounted for as a debt discount and will be 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

the year ended December 31, 2024, the Company recorded approximately $ 14,000 of interest expense.

The interest expense of $ 14,000 is comprised of (i) accrued interest of $ 13,000 based on the coupon rate of the debt and (ii) amortization of the debt discount of $ 1 thousand,

with both components recorded within interest expense, net in the consolidated statement of operations and comprehensive income

Accrued interest of $ 13,000 was recorded as a liability on the Company’s consolidated balance sheet within accrued expenses and other current liabilities.

The $ 1,000 amortization of the debt discount decreased the debt discount contra-liability included within the Loans payable, current portion on

the consolidated balance sheets.

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 million.

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 December 31, 2025, the October 2024 Nirland Note had been fully repaid and no obligations remained outstanding.

the year ended December 31, 2025, the Company recorded approximately $ 9

thousand of interest expense.

October 29, 2024, the Company entered into a Bridge Loan Agreement (the “Bridge Agreement”), with A.G.P., pursuant to which

9 unchanged sentences

amount of $ 0.6 million.

The Bridge Note bears interest at a rate of 4.21 % per annum and is due and payable on December 31, 2024.

noted above, the Company issued to A.G.P.

warrants to purchase up to 28,625

shares of the Company’s common stock.

The Company determined that the Bridge Note and Warrant Agreement issuance were part of

a basket transaction and allocated the net proceeds using the residual value method.

The warrants issued under the Warrant Agreement

were initially recorded at their fair value of $ 0.2

The warrants were 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.

The Bridge Note bears interest at a rate of 4.21 % per annum and was due and payable on December 31, 2024.

noted above, the Company issued warrants to A.G.P.

to purchase up to 9 shares of the Company’s common stock.

The Company determined

that the Bridge Note and Warrant Agreement issuance were part of a basket transaction and allocated the net proceeds using the residual

value method.

The warrants issued under the Warrant Agreement were initially recorded at their fair value of $ 0.2 million.

were classified as derivative liabilities because they do not meet the criteria in ASC 815-40 to be considered indexed to the entity’s

Refer to Note 16 for additional information and discussion of liability classification.

The $ 0.2 million

recorded for the warrants was considered to be a discount on the A.G.P.

Bridge Note making the balance of the note to be $ 0.6 million

note payable, less a total debt discount of $ 0.2 million.

The debt discount will be amortized to interest expense using the effective interest method over the life of the note.

The $ 0.2 million recorded for the

warrants was considered to be a discount on the A.G.P.

Bridge Note making the balance of the note to be $ 0.6 million note payable, less

a total debt discount of $ 0.2 million.

The debt discount will be amortized to interest expense using the effective interest method over

the life of the note.

the year ended December 31, 2024, the Company recorded and paid approximately $ 1 thousand of interest expense related to the A.G.P.

3 unchanged sentences

and amortization of the debt discount of $ 0.2 million were recorded within Interest expense, net in the consolidated statement of operations

and comprehensive income (loss).

and comprehensive loss.

As of December 31, 2024, the A.G.P.

Bridge note was fully repaid.

Deferred Commission Payable

discussed in Note 2, A.G.P 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, 13,000 shares of Common Stock, and warrants to purchase 540 shares of

Common Stock at an exercise price of $ 1,100 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 % as a result of its engagement for MURF’s IPO.

The $ 5.7 million deferred commissions

payable was recorded as a non-current liability on the Company’s consolidated balance sheet as of December 31, 2023.

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 and $ 0.1 million as of December 31, 2024, and December 31, 2023, respectively.

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

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

deferred commission payable, at which time the deferred commission payable balance was removed.

Refer to the Note 7 for additional information.

Research and Development Expense

2024 License Agreement

On August 7, 2024, the Company and AstraZeneca AB (PUBL) (“AstraZeneca”) entered into a License Agreement, dated August 7,

August 7, 2024, the Company and AstraZeneca AB (PUBL) (“AstraZeneca”) entered into a License Agreement, dated August 7, 2024

(the “August 2024 License Agreement”).

Pursuant to the August 2024 License Agreement, AstraZeneca agreed to grant 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 the development and commercialization of the Licensed Products under the August

2024 License Agreement.

consideration for the grant of the license, the Company (i) granted AstraZeneca Common Stock pursuant to a stock issuance agreement

(the “Issuance Agreement”), (ii) paid AstraZeneca an up-front payment of $ 1.5 million,

and (iii) is obligated to pay AstraZeneca a percentage (on a tiered basis) of any amounts it may receive in connection with a grant

of a sublicense (subject to various customary exceptions).

The Issuance Agreement called for the Company to issue AstraZeneca 95,044

shares of the Company’s Common Stock.

The Issuance Agreement provides AstraZeneca with resale registration rights for such

As of December 31, 2024, the Company recorded $ 1.6 million

and $ 1.5 million

in research and development expenses related to the share issuance and upfront payment to AstraZeneca, respectively.

has been granted a right of first negotiation to develop, manufacture, and commercialize a Licensed Product 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

Pursuant to the August 2024 License Agreement, AstraZeneca agreed to grant 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 the development and commercialization of the Licensed Products under the August 2024 License Agreement.

consideration for the grant of the license, the Company (i) granted AstraZeneca Common Stock pursuant to a stock issuance agreement (the

“Issuance Agreement”), (ii) paid AstraZeneca an up-front payment of $ 1.5 million, and (iii) is obligated to pay AstraZeneca

a percentage (on a tiered basis) of any amounts it may receive in connection with a grant of a sublicense (subject to various customary

The Issuance Agreement called for the Company to issue AstraZeneca 31 shares of the Company’s Common Stock.

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

As of December 31, 2024, the Company recorded

$ 1.6 million and $ 1.5 million in research and development expenses related to the share issuance and upfront payment to AstraZeneca,

respectively.

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

If AstraZeneca exercises such right, the parties will negotiate in good faith for an agreed period of time on an exclusive basis.

11 unchanged sentences

third-parties to fund projects in addition to the Company.

In 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 not the sole owner of the AZD 1656 co-crystal patent.

for additional details on the claim.

Service Agreement

December 12, 2024, the Company entered into a Services Agreement (the “Sarborg Service Agreement”) with SARBORG Limited

(“Sarborg”), a Cayman Islands company and related party of the Company.

See Note 16 for further reference to the

relationship between the Company and Sarborg.

Under the terms of the Sarborg Service Agreement, Sarborg will provide algorithmic and

cybernetic technology services to Conduit, including the development of decision-support tools and advanced cybernetic systems

tailored to enhance Conduit’s decision-making processes and maximize the value of its pharmaceutical asset

will perform the services to Conduit comprised of three phases:

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

collaboration and aligning Sarborg’s services with Conduit’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 Conduit’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.

Sarborg Service Agreement has an initial term of 12 months, which commenced on the effective date, and may be renewed or extended

upon mutual written agreement of the parties.

Either party may terminate the Sarborg Service Agreement for any reason upon 90

days’ written notice or immediately upon written notice if the other party breaches any material term of the Sarborg Service

Agreement and fails to cure such breach within thirty days or becomes insolvent, files for bankruptcy, or is placed under the

control of a receiver, trustee, or similar authority.

In 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 not the sole owner of the AZD

1656 co-crystal patent.

See note 15 for additional details on the claim.

Service Agreement – Related Party

December 12, 2024, the Company entered into a Services Agreement (the “Sarborg Service Agreement”) with Sarborg Limited (“Sarborg”),

a Cayman Islands company and related party of the Company.

See Note 16 for further reference to the relationship between the Company

Under the terms of the Sarborg Service Agreement, Sarborg will provide algorithmic and cybernetic technology services to

CDT, including the development of decision-support tools and advanced cybernetic systems tailored to enhance CDT’s decision-making

processes and maximize the value of its pharmaceutical asset portfolio.

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 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 on the effective date, and may be renewed or extended upon

mutual written agreement of the parties.

Either party may terminate the Sarborg Service Agreement for any reason upon 90 days’

written notice or immediately upon written notice if the other party breaches any material term of the Sarborg Service Agreement and

fails to cure such breach within thirty days or becomes insolvent, files for bankruptcy, or is placed under the control of a receiver,

trustee, or similar authority.

Sarborg Service Agreement includes provisions for the ownership and use of intellectual property.

Sarborg will own its pre-existing

intellectual property rights, including proprietary tools and methodologies used in the performance of the services.

own all deliverables resulting from the services performed by Sarborg under the Sarborg Service Agreement.

The Sarborg Service Agreement provides Sarborg with registration rights

for any Common Stock of Conduit that Sarborg receives as consideration under the Sarborg Service Agreement.

In such event, Conduit will

use commercially reasonable efforts to (i) file a registration statement covering the resale of the Common Stock within 60 days after

the issuance;

and (ii) ensure that such registration statement becomes effective within 90 days after filing.

This Agreement also includes

confidentiality obligations, representations and warranties, indemnification, limitation of liability, and insurance requirements.

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

million and $ 0.2

million payable through the issuance of 22,727

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

Sarborg will own its pre-existing intellectual

property rights, including proprietary tools and methodologies used in the performance of the services.

CDT will own all deliverables

resulting from the services performed by Sarborg under the Sarborg Service Agreement.

Sarborg Service Agreement provides Sarborg with registration rights for any Common Stock of CDT that Sarborg receives as consideration

under the Sarborg Service Agreement.

In such event, CDT will use commercially reasonable efforts to (i) file a registration statement

covering the resale of the Common Stock within 60 days after the issuance;

and (ii) ensure that such registration statement becomes effective

within 90 days after filing.

This Agreement also includes confidentiality obligations, representations and warranties, indemnification,

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 7 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 7 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 shares, at the discretion of Conduit.

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

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

determined that the cost incurred under the Sarborg Service Agreement should be recorded to research and development expense in the

statement of operations and comprehensive income (loss), as the Sarborg Service Agreement is designed to provide the

Company with software/dashboard to aid in research and development activities.

The initial cash payment of $ 0.2

million and issuance of 22,727

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.

As of December 31, 2024, the 22,727

shares of common stock were yet to be issued and are recorded within accrued expense and other current liabilities in the

consolidated balance sheets.

As of December 31, 2024, the Company has recognized $ 0.2

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

Agreement, totaling up to $ 1.8 million.

Sarborg will be reimbursed for pre-approved,

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

Company made an initial cash payment of $ 0.2 million

and issued 7 shares

of Common Stock in connection with the Sarborg Service Agreement.

These costs were capitalized as prepaid expenses and are

being amortized to research and development expense over the initial term of the agreement.

the years ended December 31, 2025, and 2024, the Company recorded amortization expense of $ 0.4 million

and $ 0.2 million, respectively, in research and development expenses in the consolidated statement of operations and comprehensive

As of December 31, 2025, and 2024, nil and $ 0.4 million

of the prepaid balance remain in the consolidated balance sheets, respectively.

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 year ended December 31, 2025, the Company recorded $ 0.2 million in amortization

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

the consolidated statement of operations and comprehensive loss, as the services are designed to aid in the Company’s research

and development activities.

the year ended December 31, 2025, Sarborg was paid $ 1.8 million

for completed milestones under the Sarborg Service Agreement and had no outstanding payable balance as of December 31, 2025.

Company capitalized $ 0.4 million of diagnostic asset related to the delivery of the dashboard on the consolidated balance.

the Company recorded $ 2.2 million

in expense related to milestone payments and signature reports within research and development expense in the consolidated statement

of operations and comprehensive loss for the year ended December 31, 2025.

During the year ended December 31, 2024, the Company

recognized $ 0.2 million

of amortization expense within general and administrative expense in the consolidated statement of operations and comprehensive

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,

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

On March 31, 2025, the Company prepaid $ 1.65

million of the Sarborg Additional Agreement through the issuance

fully vested unregistered shares of Common Stock.

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, $ 2,669.87 .

Effective June 24, 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.

Effective October 1, 2025, the term was extended to be 12 months from the previous extension date of May 2, 2025

to extend the term of the license to March 31, 2027 at no additional cost to the Company.

The Company recorded the fair value of $ 1.5

as prepaid within the consolidated balance sheets.

During the year ended December 31, 2025, the Company recorded research and development

expense of $ 1.3

within the consolidated statements of operations and comprehensive loss related to the Sarborg Additional Agreement.

As of December 31,

of the prepaid balance remains within the consolidated balance sheet.

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

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 CDT’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 year ended December 31, 2025 and included the total 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 third quarter of 2025 and included in the consolidated statement of operations and comprehensive loss.

Company agreed to pay further consideration of up to $ 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 paid $ 0.3 million

in total during the year ended December 31, 2025 and included the total in the consolidated statement of operations and

comprehensive loss.

total, the Company recorded $ 4.2

million of research and development expense for the year ended December 31, 2025, 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.

Joint Development Agreement

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

Corporation (“Manoira”) for a term of one year, which will be automatically renewed for successive one-year terms unless

advance termination notice is provided in accordance with the terms of the Joint Development Agreement.

Manoira is an entity

controlled by Dr.

Andrew Regan, of which he is sole director, and of which Chele Chiavavcci Farley is a shareholder, and is

therefore considered a related party of the Company.

Refer to Note 16 for additional details.

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

license to the intellectual property rights related to the pharmaceutical compounds known individually and together as AZD1656 and AZD5658

(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 774

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 3, 2025, $ 646.

The Company recorded the fair value of $ 0.4

million as prepaid within the consolidated balance sheets.

During the year ended December 31, 2025, the Company recorded $ 0.1

million amortization expense for research and development activities

provided to date.

Share Based Compensation

September 22, 2023, in connection with the Merger, the Company adopted the Conduit Pharmaceuticals Inc.

2023 Stock Incentive Plan

(the “2023 Plan”).

September 22, 2023, in connection with the Merger, the Company adopted the CDT Equity Inc.

2023 Stock Incentive Plan (the “2023

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

The 2023 Plan initially provided for

the issuance of up to 114,976 shares

of Common Stock.

Pursuant to the 2023 Plan’s “evergreen” provision, on February 6, 2025, the Company increased the

number of shares of Common Stock available for issuance under the 2023 Plan by 69,240

Total shares available for issuance is 154,125 effective January

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.

December 31, 2024, there were 84,885 shares

of Common Stock available for issuance under the 2023 Plan.

During the year ended December 31, 2024, the Company issued a total of

56,700 stock options to employees and non-employee directors with an aggregate grant date fair value of $ 0.4 million.

the year ended December 31, 2024 and December 31, 2023, there was a total of $ 1.6 million and $ 0.2 million, respectively in stock-based

compensation expense recognized within General and Administrative expenses on the consolidated statements of operations and Comprehensive

Loss, respectively.

June 24, 2024, in connection with a services agreement with an unrelated third party to provide marketing services, the Company

issued 961 shares of its Common Stock (the “Service Shares”).

The Company valued the Service Shares at $ 156 per

share, the closing price of the Company’s Common Stock on June 21, 2024, adjusted for the Reverse Stock Split.

compensation for these shares is $ 0.2 million

which will be recognized within general and administrative expense over the service period of the agreement.

November 18, 2024, certain non-employee directors elected to receive a portion of their unpaid cash retainers due under the Director

Compensation Program in the form of shares.

In total, $ 0.1 million

of unpaid retainers was settled through the issuance 10,027 shares

of Common Stock (the “Retainer Shares”).

The Company valued the Retainer Shares at $ 9.0 per

share, the closing price of the Company’s Common Stock on November 18, 2024, adjusted for the Reverse Stock Split.

previously accrued in the unpaid retainers in Accrued expenses and other current liabilities in the Company’s consolidated

balance sheets.

Upon issuance of the shares of Common Stock, the accrual was reduced based on the value of the shares

November 18, 2024, the Board of Directors approved a one-time equity retainer in the form of 750 fully

vested shares of Common Stock (the “Board Shares”) to a member of the Board of Directors for prior services.

valued the Board Shares at $ 9.20 per

share, the closing price of the Company’s Common Stock on November 18, 2024, adjusted for the Reverse Stock Split.

compensation for these shares is $ 75 thousand

which was immediately recognized within General and administrative expense in the consolidated statement of operations and

comprehensive income (loss).

The shares of common stock were issued under the 2023 Plan.

18, 2024, Mr.

Heilbron elected to have the $ 0.1 million owed to him under the Consulting Agreement paid in share of the Company’s

Common Stock.

In total 8,161 shares are to be issued to Mr.

Heilbron based on the closing price of the Company’s Common Stock on

November 18, 2024, $ 9.20 per share, adjusted for the Reverse Stock Split.

As of December 31, 2024, the shares had not been issued to Mr.

The value of the shares are recorded as an accrued expense and other current liability on the consolidated balance sheets as

of December 31, 2024.

connection with the Merger, as discussed in Notes 1 and 2, and by Unanimous Written Consent of the Board of Directors, the then

Chief Financial Officer of the Company was granted 745 RSUs

on December 1, 2023 at a weighted average grant date fair value of $ 551 per unit.

The RSUs were to vest in equal annual instalments on the first three anniversaries of the closing of the Merger.

Upon the then Chief

Financial Officer’s resignation, effective May 15, 2024, all such RSUs were forfeited.

On June 7, 2024, by Unanimous Written

Consent of the Board of Directors, the Interim Chief Financial Officer of the Company and a Board member were each

granted 372 shares

of immediately vested restricted stock at a weighted average grant date fair value of $ 284 .

The 2023 Plan initially provided for the issuance of up

to 38 shares of Common Stock.

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

2024, the Company increased the number of shares of Common Stock available for issuance under the 2023 Plan by 23 and 12 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

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 December 31, 2025,

there were 1,212

shares of Common Stock available for issuance under the 2023

For the years ended December 31, 2025 and December 31, 2024, and all share-based compensation expense was recorded within

general and administrative expense on the consolidated statement of operations and comprehensive loss.

January 1, 2026, in accordance with the 2023 Plan, the number of authorized shares under the 2023 plan increased by 4,630 shares.

the increase on January 1, 2026, 5,842 shares of Common Stock are available for issuance under the 2023 Plan.

of Directors Shares

March 30, 2025, certain non-employee directors elected to receive their unpaid cash retainers due through the period ended June 30, 2025,

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

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 $ 0.1

million of expense within general & administration expense

in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

April 16, 2025, 38 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 15, 2025.

The Company recorded $ 0.1 million within general &

administration expense in the consolidated statement of operations and comprehensive loss during the year ended December 31, 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 225 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

June 27, 2025, the Company entered into an agreement (the “Crypto Consulting Agreement”) for a third-party consultant to

evaluate and advise on the potential adoption of a part cryptocurrency treasury reserve strategy.

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.

2025, the Company issued 478 shares of Common Stock valued at the closing price for the previous day, $ 576 .

The $ 0.2 million of

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

For the year ended December 31, 2025, the Company

recorded $ 0.1 million of general and administrative expense within the consolidated statements of operations and comprehensive loss related

to the amortization of the prepaid expenses.

September 19, 2025, 5,600 and 2,400 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 consolidated statement of operations and comprehensive loss during the

year ended December 31, 2025 in relation to the shares.

connection with the Merger, and by Unanimous Written Consent of the Board of Directors, the then Chief Financial Officer of the Company

was granted 1 RSU on December 1, 2023 at a weighted average grant date fair value of $ 1,653,000 per unit.

The RSUs were to vest in equal

annual instalments on the first three anniversaries of the closing of the Merger.

Upon the then Chief Financial Officer’s resignation,

effective May 15, 2024, the RSU was forfeited.

On June 7, 2024, by Unanimous Written Consent of the Board of Directors, the Interim

Chief Financial Officer of the Company and a Board member were each granted 1 share of immediately vested restricted stock at a weighted

average grant date fair value of $ 852,000 .

The shares of restricted stock were fully vested as of the grant date.

No additional

RSU’s or shares of restricted common stock were granted during the year ended December 31, 2024.

There were 745 shares

of restricted common stock vested as of December 31, 2024 and no RSUs

vested as of December 31, 2023.

unanimous written consent of the Board, the Company granted 525

Restricted Stock Units to three Board members ( 175

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 and administrative expense in the consolidated statement of operations and comprehensive loss based upon the CDT

closing share price of $ 348 on the

date of the grants.

following table summarizes restricted stock activity for the 2023 Plan:

of Restricted Stock Activity

Weighted Average Grant Date Fair Value Per Unit

Average Grant Date Fair Value Per Unit

Outstanding at December 31, 2024

1 unchanged sentence

Outstanding at December 31, 2025

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 estimated the fair value of stock options granted in the periods presented using a Black-Scholes option-pricing model utilizing

the following assumptions:

the following weighted-average assumptions:

Schedule of Fair Value

of Stock Option Granted

For the year ended December 31,

Expected volatility (%)

83.2 - 85.4 %

79.0 % - 80.0 %

Expected term (years)

Risk-free interest rate (%)

4.28 % - 4.40 %

4.16 % - 4.35 %

Expected dividend yield (%)

Company accounts for forfeitures as they occur, which may result in the reversal of compensation costs in subsequent periods as the forfeitures

following table summarizes stock option activity for the 2023 Plan:

the year ended December 31,

volatility (%)

interest rate (%)

dividend yield (%)

Company granted 225 and 18 stock

options during the years ended December 31, 2025 and December 31, 2024, respectively.

The weighted-average grant-date fair value of

the options granted was $ 378 and

the years ended December 31, 2025 and December 31, 2024, respectively.

following table summarizes stock activity for the 2023 Plan:

of Stock Option Activity

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Intrinsic Value (in thousands)

Outstanding at December 31,

6 unchanged sentences

with a weighted average remaining vesting period of 1.14 years.

Loss from operations before income

taxes for the years ended December 31, 2024 and 2023 is summarized below (in thousands):

from operations before income taxes for the years ended December 31, 2025 and 2024 is summarized below (in thousands):

Schedule of Income before Income Tax, Domestic and Foreign

For the year ended December 31,

Loss from operations before income taxes:

the year ended December 31,

Loss from operations before income taxes:

Loss from operations

before income taxes

provision (benefit) for income taxes for the years ended December 31, 2025 and December 31, 2024 is as follows (in thousands):

Schedule of Provision for Income Tax

For The Years Ended

The Years Ended

Current income tax

Deferred income tax

Change in Valuation Allowance

Net Income Tax Expense

tax provision differed from the amount computed by applying the U.S.

federal income tax rate of 21 % to income (loss) before taxes, as

follows (in thousands):

of Federal Income Tax Rate

For The Year Ended

total unrecognized tax benefits for the years ended December 31, 2025 and December 31, 2024, are summarized below (in thousands):

of Unrecognized Tax Benefits

The Years Ended

Unrecognized tax benefits, beginning

Increases (decreases) for prior year tax positions

Decreases for expiration of statute of limitations

tax benefits, end of period

The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes.

As of December 31, 2025

and 2024, the Company had no unrecognized tax benefits.

Interest and penalties related to uncertain tax positions, if any, are recognized

as a component of income tax expense, and none were accrued as of December 31, 2025 and 2024.

total income taxes paid (net of refunds received) for the years for the years ended December 31, 2025 and December 31, 2024, are summarized

below (in thousands):

of Income Taxes Net of Refunds

The Years Ended

The following summarizes the jurisdictions that exceeded 5% of the Company’s

total income taxes paid (net of refunds) for the years presented below (in thousands):

The Years Ended

following table reconciles the U.S.

federal statutory income tax rate of 21 % to the Company’s effective income tax rate for the

year ended December 31, 2025.

The reconciliation reflects the enhanced rate-reconciliation disclosure requirements retrospectively adopted during the year ended December 31, 2025 under ASU

2023-09 (in thousands, except percentages).

of Effective Income Tax Rate Reconciliation

Taxes at federal statutory rate

Foreign Rate Differential

Meals & Entertainment

Convertible Debt Adjustment

State Re-Rate

Change In Valuation Allowance

Total provision (benefit) for income taxes

For The Year Ended

Ended December 31, 2025

Ended December 31, 2024

Taxes at federal statutory rate

State income tax, net of federal benefit

Foreign tax effects:

United Kingdom:

NOL adjustment

Change in valuation allowance

Foreign Rate Differential

Meals & Entertainment

Convertible Debt Adjustment

Purchase Accounting Adjustment

Change in valuation allowance

Total provision (benefit) for income taxes

Nontaxable or nondeductible items:

Non-deductible loss on

stock issuance

Convertible debt

Other permanent items

Other adjustments:

State Re-Rate

Total provision (benefit)

for income taxes

tax effects of temporary differences which give rise to significant portions of deferred tax assets are as follows as of December 31

1 unchanged sentence

of Deferred Tax Assets and Liabilities

For The Year Ended

Deferred Tax Assets

Total deferred tax Assets:

Stock options

1 unchanged sentence

Research & Development

Net operating loss

Total deferred tax asset

Valuation allowance

Net deferred tax assets (liability)

For The Year Ended

Deferred Tax Assets

Stock options

Transaction Costs

Net operating loss

Total deferred tax asset

Net operating loss carryforward

Valuation allowance

Net deferred tax assets (liability)

of December 31, 2024 and December 31, 2023, the Company had net operating loss (“NOL”) carryforwards for U.S.

federal” purposes of approximately $ 8.5

million and $ 1.9

million, respectively, which carryforward indefinitely and can offset 80 %

of taxable income in future years.

As of December 31, 2024 and December 31, 2023, the Company had state NOL carryforwards of nil and $ 1.9

million, respectively.

As of December 31, 2024 and December 31, 2023, the Company had net

operating loss (“NOL”) carryforwards for foreign purposes of approximately $ 4.7

million and $ 1.0

million, respectively, which carryforward indefinitely.

Net operating loss (NOL) carryforwards are subject to limitations in

the event of a change in control under Section 382 of the Internal Revenue Code.

This section limits the amount of taxable income

that can be offset by NOLs after an ownership change.

The limitation is calculated as the value of the old loss corporation

multiplied by the long-term tax-exempt rate.

If the new loss corporation does not continue the business enterprise of the old loss

corporation for a specified period, the NOL carryforwards may be disallowed.

The Company has not yet conducted a Section 382 study

to determine whether any ownership changes have occurred that would impose annual limitations on its ability to utilize its NOL

carryforwards.

Until such a study is completed, there is substantial uncertainty regarding the amount of NOL carryforwards that

could be utilized annually to offset future taxable income.

Company establishes a valuation allowance when it is more likely than not that the Company’s recorded net deferred tax asset

will not be realized.

In determining whether a valuation allowance is required, the Company must take into account all positive and

negative evidence with regard to the utilization of a deferred tax asset.

As of December 31, 2024 and December 31, 2023, the

valuation allowance for deferred tax assets totaled approximately $ 4.5

million and $ 1.4

million, respectively.

Net deferred income tax asset

Total deferred tax liabilities:

Total deferred tax liabilities

Net deferred income

tax liability

of December 31, 2025 and 2024, the Company had U.S.

federal net operating loss (“NOL”) carryforwards of approximately $ 16.7

million and $ 1.9 million, respectively, which have indefinite carryforward periods and may offset up to 80 % of future taxable income.

of December 31, 2025, the Company had state NOL carryforwards of approximately $ 5.5 million, consisting of $ 1.9 million that began to

expire in 2024 and $ 3.7 million with indefinite carryforward periods.

State NOL carryforwards were approximately $ 1.9 million as of December

of December 31, 2025, the Company had foreign NOL carryforwards of approximately $ 11.0 million, all related to United Kingdom operations,

which carry forward indefinitely.

Foreign NOL carryforwards were approximately $ 4.7 million as of December 31, 2024.

Company evaluates the realizability of its deferred tax assets at each reporting date.

Based on the weight of available evidence, including

cumulative losses since inception, the Company concluded that it is more likely than not that its deferred tax assets will not be realized.

Accordingly, the Company maintains a full valuation allowance, which totaled approximately $ 9.0 million and $ 4.5 million as of December

31, 2025 and 2024, respectively.

Company’s ability to utilize its NOL carryforwards may be limited under Section 382 of the Internal Revenue Code if an ownership

change occurs.

The Company has not completed a formal Section 382 analysis, and therefore the extent to which NOL carryforwards may be

subject to limitation is uncertain.

Deferred taxes have not been recorded for outside basis differences related to investments in foreign

subsidiaries because such differences are not expected to result in taxable income in the foreseeable future.

of Wholly-Owned Subsidiary - Tax Treatment

Section 1032 of the Internal Revenue Code, a corporation does not recognize gain or loss on the issuance of its own stock.

the issuance of common stock as consideration for the sale was not a taxable event to the Company.

The Company’s amount realized

on the disposition was zero, as the stock issued represents consideration paid rather than proceeds received.

The Company’s adjusted

tax basis in CPL was de minimis.

The loss recognized under GAAP is treated as a permanent book-tax difference and has no current or deferred

income tax effect.

This permanent difference is reflected in the effective tax rate reconciliation as a non-deductible loss on stock

issuance of approximately $ 1.5 million, or 3.7 % of consolidated pre-tax loss.

completion of the disposition, the outside basis difference was resolved with no incremental tax, as CPL operated in a zero-tax jurisdiction,

and the disposition did not generate taxable gain.

Common Stock and Preferred Stock

of December 31, 2024, and December 31, 2023, the Company has authorized the issuance of up to 250,000,000 shares

of common stock, respectively, at a par value $ 0.0001 per

of December 31, 2024, and December 31, 2023 there were 1,384,801 and 738,295 shares of Common Stock issued and outstanding, respectively.

No cash dividends have been declared or paid as of December 31, 2024.

of December 31, 2025 and 2024, the Company has authorized the issuance of up to 250,000,000 shares of common stock, respectively, at

a par value $ 0.0001 per share.

of December 31, 2025 and 2024 there were 92,140 and 461 shares of Common Stock issued and outstanding, respectively.

No cash dividends

have been declared or paid as of December 31, 2025.

of the Common Stock are entitled to one vote per share, and to receive dividends, on and if declared by the board of directors and, upon

3 unchanged sentences

The holders have no preemptive or other subscription rights.

of December 31, 2024, the Company has authorized the issuance of up to 1,000,000 shares of Conduit Pharmaceuticals, Inc.

preferred stock

(the “Preferred Stock”).

As of December 31, 2024, and December 31, 2023, no preferred shares were issued and outstanding.

of December 31, 2025 and 2024, the Company has authorized the issuance of up to 1,000,000 shares of Conduit Pharmaceuticals, Inc.

stock (the “Preferred Stock”).

December 31, 2025 and 2024, no preferred shares were issued and outstanding.

At-the-Market

2 unchanged sentences

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 $ 3.6

million from time to time through A.G.P.,

acting as our sales agent or principal.

price of up to $ 23.9 million from time to time through A.G.P., acting as our sales agent or principal.

compensation to A.G.P.

1 unchanged sentence

any shares of common stock sold under the sales agreement.

the year ended December 31, 2025, the Company sold 44,570 shares of Common Stock under the Sales Agreement and generated $ 19.8 million

in net proceeds after paying $ 0.7 million in fees to A.G.P.

the year ended December 31, 2024, the Company sold 107

shares of Common Stock under the Sales Agreement

and generated $ 3.3

million in net proceeds after paying fees

and other issuance costs of $ 0.2

See Note 20 for information on the issuances

and increases to the aggregate offering price subsequent to December 31, 2024.

Earnings/(Net Loss) Per Share

shares of Common Stock under the Sales Agreement and generated $ 3.2

million in net proceeds after paying fees to A.G.P.

issuance costs of $ 0.2

shares remained to be sold under the Sales Agreement as of December 31, 2025.

Net Loss Per Share

following table presents the calculation of basic and diluted earnings/(net loss) per share (in thousands, except share amounts and per

1 unchanged sentence

the years ended

Net income (loss) - basic

Change in fair value and income impact of option liabilities

Net income (loss) - diluted

Weighted average common stock outstanding, basic

Option liability conversion shares

Weighted average shares used in computing net loss per share - diluted

Net income (loss) per share, basic

Net income (loss) per share, diluted

Company notes that the adjustment to the numerator in 2023 for the change in fair value and income impact of Vela and Cizzle

accounts for changes in fair value of each option, gains (losses) at the time of issuance of each option and the statement of

operations impact of the derecognition of deferred revenue that originated upon the initial sale of royalties to both Vela and

loss – basic and diluted

Weighted average shares

used in computing net loss per share - diluted

Net loss per share,

basic and diluted

$ ( 1,177.89 )

$ ( 61,598.62 )

dilutive securities (upon conversion) that were not included in the diluted per share calculations because they would have been anti-dilutive

1 unchanged sentence

of Potentially Dilutive Securities

December 31, 2024

December 31, 2023

Public warrants

PIPE Warrants

Convertible Promissory Notes Payable

Stock Options

Restricted stock Units

August 2024 Nirland Note

4 unchanged sentences

Antidilutive Securities

the year ended December 31, 2025, 147,432 shares of the Pre-Funded Warrants were included in the denominator of both the basic and

diluted net loss per share calculation because the Pre-Funded Warrants are exercisable for nominal cash consideration and considered

outstanding for the purposes of net loss per share.

Commitments and Contingencies

Company is subject to certain claims and contingent liabilities that arise in the normal course of business.

While we do not expect that

the ultimate resolution of any of these pending actions will have a material effect on our consolidated results of operations, financial

position or cash flows, litigation is subject to inherent uncertainties.

As such, there can be no assurance that any pending legal action,

does not become material in the future.

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 the claim from Strand and disputed 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

million and, as a result of the completion of the Business Combination, to be issued 65

thousand 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 statements.

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.

In 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, Conduit issued a counter statement to the Intellectual Property Office disputing the claim filed by St George

Street Capital.

As of December 31, 2024, the damages sought by St George Street Capital are unknown and the potential contingency 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.

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.

While we do not expect

that the ultimate resolution of any of these pending actions will have a material effect on our consolidated results of operations,

financial position or cash flows, litigation is subject to inherent uncertainties.

As such, there can be no assurance that any legal

action, pending or otherwise, does not become material in the future.

September 7, 2023, following the merger between Conduit Pharmaceuticals Limited and Conduit Merger Sub, Inc., a Cayman Islands

exempted company, Strand filed a claim in the Business and Property Courts of England and Wales claiming it was 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 the Company’s Common Stock as a market value calculated by Strand of $ 65

The trial in this matter ended in October 2025, with a judgment finalized on December 16, 2025, in the amount of

approximately $ 7

million, plus interest and repayment of a fraction of Strand’s costs totaling $ 9.6 million.

CDT is not a party to the CPL judgment.

Prior to the issuance of

the judgment, the Company completed the sale of CPL to Corvus, pursuant to the Sale and Purchase Agreement.

See Note 4, Note 16 and

Note 18 for further discussion of the sale of CPL in relation to the Strand litigation.

In connection with the transaction, the

Company obtained legal advice and structured the arrangement such that CPL retained the obligation associated with the Strand

litigation following the sale on December 8, 2025.

However, as discussed in Note 4, the Company evaluated the accounting

implications of the transaction, including the assessment of isolation, and concluded that the arrangement did not satisfy isolation

of the Company from Conduit Pharmaceuticals Limited (“CPL”).

Accordingly, in connection with the judgment, Conduit

Pharmaceuticals Limited recorded a $ 9.6

million litigation liability and included in the Company’s consolidated balance sheet.

To date, no legal action against the Company has commenced to enforce the judgement against the Company and the Company

will continue to vigorously defend its position as it relates to the litigation with Strand.

during 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 incorrectly assigned the US Application, and was not the correct owner, of the

AZD 1656 co-crystal patent.

In January 2025, Conduit issued a counter statement to the Intellectual Property Office disputing the

claim filed by St George Street Capital.

The litigation challenges the registration of the patent and the Company does not believe

there to be any financial implications from the litigation.

As of December 31, 2025, the damages sought by St George Street Capital

are unknown and the potential contingency 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 IP claims.

Regardless of the eventual outcome, the patent dispute

may impact our business due to, among other things, legal costs and the diversion of the attention of our management.

Related Party Transactions

Capital Limited

Capital Limited (“Corvus”) is a significant investor in the Company through subscribing to 1,000 common

shares prior to the closing of the Merger on September 22, 2023.

As discussed in Note 2, the shares held by Corvus on the closing

date of the Merger were exchanged for shares of Conduit Pharmaceuticals Inc.

Capital Limited (“Corvus”) is a significant investor in the Company through subscribing to 1 common shares prior to the

closing of the Merger on September 22, 2023.

The shares held by Corvus on the closing date of the Merger were exchanged for shares of

Conduit Pharmaceuticals Inc.

common stock.

The Chief Executive Officer and principal

owner of Corvus is a member of Conduit’s board of directors.

Occasionally, Corvus provides advisory services to the Company

and is paid a fee for the services.

As of December 31, 2024, and December 31, 2023, no advisory fees were due to Corvus.

the years ended December 31, 2024 and 2023, the Company incurred director travel expenses payable to the board of directors member

of approximately $ 0.4 million

and $ 1.0 million,

respectively.

As of December 31, 2024, and December 31, 2023, the Company did not owe the CEO of Corvus any director’s fees as

the CEO of Corvus and the Company agreed to cease director’s fees to the CEO of Corvus effective at the closing of the Merger.

Amounts owed to this director are included in accrued expenses and other current liabilities in the

balance sheet.

the year ended December 31, 2023, Corvus provided a $ 0.2 million cash contribution to the Company to maintain liquidity through the closing

of the Merger.

There was no intention of repayment by both Corvus and the Company, and as such, the Company recorded the contribution

to the consolidated statement of changes in stockholders’ deficit.

January and February 2023, the Company issued convertible notes payable with an aggregate principal amount of $ 0.4

million (£ 0.3

million) to this related party.

The convertible

notes payable mature three years after issuance and bear 5 %

interest, only to be paid in the event of a material breach by the Company.

In the event of a Change of Control, the convertible notes

payable automatically convert into common shares of the Company at a conversion price equal to a 20 %

discount to the price per share paid for the most senior class of shares in respect of such Change of Control.

All of the convertible

notes payable converted into Common Stock upon the closing of the Merger at a 20 %

discount as specified.

Refer to Note 2 above for additional information.

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 300,484 shares held to Nirland.

loans made to a related party were stated at a total principal amount of $ 0.8 million, with no balance outstanding at December 31, 2024

and December 31, 2023, respectively.

The loan carried no interest, and as such, no interest receivable was recorded.

The Company recorded

a full reserve against the loan as the related party did not have the ability to repay the loans as of December 31, 2022.

22, 2023, the related party paid back a significant portion of its outstanding loan and the Company forgave the remaining portion of

the loan and the Company recorded the $ 0.3 million payoff as a gain within general and administrative expense on the consolidated statement

of operations and comprehensive income (loss), as it had previously been fully reserved.

The Chief Executive Officer and principal owner of Corvus is a member of Conduit’s board

of directors.

Occasionally, Corvus provides advisory services to the Company and is paid a fee for the services.

As of December 31, 2025

and 2024, no advisory fees were due to Corvus.

the years ended December 31, 2025 and 2024, the Company incurred director travel expenses payable to the member of the board of directors

of approximately $ 0.4

million and $ 0.4

million, respectively.

During the year ended December 31, 2025,

the Company’s Compensation Committee approved a one-time payment of $ 0.4

million to Corvus in lieu of cash fees paid to the CEO.

- Sale of CPL

See Note 4 and Note 15 for discussion of the sale of CPL to Corvus.

August 6, 2024, the Company entered into the August 2024 Nirland Note with Nirland, a related party of 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.

Refer to Note 7, Note 8 and Note 20 above for additional

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.

During the first quarter of the year ended December 31, 2025, the Company repaid Nirland through

conversions and a final cash payment.

As of December 31, 2025, there was no remaining balance payable to Nirland.

Refer to Note 8 and

Note 16 above for additional information.

December 12, 2024, the Company entered into the Sarborg Service Agreement with Sarborg.

Andrew Regan, a member of

Conduit’s board of directors, also sits on the board of directors of Sarborg but does not have an equity interest in Sarborg.

During the year ended December 31, 2024, the Company recorded $ 0.1

million as research and development expense related to the Sarborg Service Agreement.

Refer to Note 10 above for additional

On April 22, 2024,

the Company issued in a private placement common stock purchase warrants (the “April Warrants”) to third parties which also

included certain directors, to purchase up to an aggregate of 9,077

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 and for such directors, $ 12.50

During 2025, the Company and Sarborg entered

into the Sarborg Additional Agreement, First Addendum to the Sarborg Additional Agreement and the Second Addendum to the Sarborg Additional

Andrew Regan, a member of Conduit’s board of directors, also sits on the board of directors of Sarborg but does

not have an equity interest in Sarborg.

During the year ended December 31, 2025, the Company recorded $ 4.2 million as research and development

expense related to the Sarborg Service Agreement.

Refer to Note 10 above for additional information regarding the Company’s agreements

with Sarborg.

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

Andrew Regan, Chief Executive Officer and member of the Board, also is a director and controlling member of Manoira.

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.

year ended December 31, 2025, the Company recorded $ 0.1 million of research and development expense in the consolidated statement of

operations and comprehensive loss.

As of December 31, 2025, the Company has a $ 0.3 million prepaid expense related to the Joint Development

Agreement recorded in the consolidated balance sheet.

Refer to Note 10 for additional details.

and Directors

April 22, 2024, the Company issued in a private placement common stock purchase warrants (the “April Warrants”) to third

parties which also included certain directors, to purchase up to an aggregate of 3 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 and for such directors, $ 37,500 per warrant.

The April Warrants are not exercisable until one year after their date of issuance.

Each April Warrant is exercisable

into one share of the Company’s common stock at a price per share of $ 312

(as adjusted from time to time in accordance with the terms thereof) for a two-year period after the date of exercisability.

Other Income (expense), net

following table presents other income (expense), net, for the years ended December 31, 2024 and 2023 (in thousands):

Each April Warrant is exercisable into one share

of the Company’s common stock at a price per share of $ 936,000 (as adjusted from time to time in accordance with the terms thereof)

for a two-year period after the date of exercisability.

The April Warrants are classified within permanent equity on the 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 instrument).

See Note 18 for additional information on the April 2024 Warrants.

As discussed above, in relation

to Corvus, the Company’s Compensation Committee approved a one-time payment of $ 0.4 million to Corvus in lieu of cash fees paid

to the CEO that was paid during the year ended December 31, 2025.

There was no comparative activity during the year ended December 31,

Other Expense, net

following table presents other expense, net, for the years ended December 31, 2025 and 2024 (in thousands):

of Other Expense, Net

For the years ended

the years ended

Other income:

Recognition of Cizzle deferred revenue upon option exercise

Recognition of Vela deferred revenue upon option exercise

Change in fair value of Cizzle option

Change in fair value of Vela option

Change in fair value of warrant liability

Change in fair value of warrant

Change in fair value of convertible note payment

Gain on debt extinguishment

Interest Income

Income Tax Refund

Unrealized foreign currency transaction gain

Gain on waiver of accrued interest

Research and development tax receivable

Gain on the issuance of shares for services

Total other income:

Other expense:

Loss on issuance of Vela option

Change in fair value of convertible notes payable

Interest expense

Amortization of debt issuance costs

Loss on issuance of warrants

Loss on Debt Extinguishment

Realized foreign currency transaction loss

Other expense

Loss on the change in fair

value of convertible notes payable

Realized losses on

disposition of digital assets

Realized foreign currency

transaction loss

Total other expense

Total other (expense) income, net

the closing of the Merger, the Company assumed (i) the warrants initially included in the MURF units issued in MURF’s initial public

offering (the “Publicly Traded Warrants”), and (ii) the warrants that were included in the private placement units issued

to the Sponsor simultaneously with the closing of MURF’s initial public offering (the “Private Placement Warrants”).

In connection with the Merger, the Company also issued warrants to the PIPE Investors (the “PIPE Warrants”) pursuant to the

Subscription Agreements and to an advisor (the “A.G.P.

Warrants,” and together with the PIPE Warrants, the “Liability

Classified Warrants”) pursuant to the Company’s engagement agreement with the advisor.

Company determined that the settlement amount of the Publicly Traded Warrants and the Private Placement Warrants 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 instrument) and must be classified

as equity, while the settlement amount of the Liability Classified Warrants would not 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 instrument) and must be classified as a liability.

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 2,600

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”).

Total expense, net

Classified Warrants

Publicly Traded Warrants, Private Placement Warrants, March 2024 Warrants, the April 2024 Warrants and Pre-Funded Warrants (collectively

the “Equity Classified Warrants”), are classified within permanent equity on the 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 instrument).

Traded and Private Placement Warrants

to MURF’s initial public offering, the Company sold 44 units at a price of $ 3,000,000 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 $ 3,450,000 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 2 private placement units at a

price of $ 3,000,000 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 $ 3,450,000 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 1 share 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 year ended December 31, 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

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

3 unchanged sentences

Time period to expiration

fair value of $ 0.5 million was calculated and recorded within additional paid-in capital on the consolidated balance sheets.

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 $ 954,000 (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”)

2 unchanged sentences

Lock-Up Agreement”).

9,077 of the total April 2024 Warrants issued were issued to directors, related parties and management of

The Company received cash of $ 0.2 million and recognized a $ 2.2 million loss on the issuance of the warrants during the year ended December 31, 2024.

The Company determined that the April 2024 Warrants should be classified within equity and estimated the

fair value of the warrants issued as of April 20, 2024, using a Black-Scholes option-pricing model utilizing the following assumptions:

April 20, 2024

3 of the total April 2024 Warrants issued were issued to directors, related parties and management of the

The Company received cash of $ 0.2 million and recognized a $ 2.2 million loss on the issuance of the warrants during the year

ended December 31, 2024.

The Company determined that the April 2024 Warrants should be classified within equity and estimated the fair

value of the warrants issued as of April 20, 2024, using a Black-Scholes option-pricing model utilizing the following assumptions:

Closing stock price

3 unchanged sentences

Time period to expiration

partial consideration for the 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 28,625 shares of the Company’s Common Stock at an exercise price of $ 0.1048 per

The Company determined that the A.G.P.

2024 Warrants should be classified as a liability and estimated the fair value of the warrants

as of October 29, 2024, and December 31, 2024, using a Black-Scholes option-pricing model.

Refer to Note 3 above for additional information.

Classified Warrants

to MURF’s initial public offering, the Company sold 132,250 units at a price of $ 10.00 per unit.

Each unit consisted of one share

of MURF Class A common stock and one redeemable Publicly Traded Warrant.

Each whole Publicly Traded Warrant entitled the holder to purchase

one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment.

The 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 7,540 private placement units at

a price of $ 10.00 per private placement unit.

Each private placement unit was comprised of one share of MURF Class A common stock and

one Private Placement Warrant.

Each Private Placement Warrant was exercisable to purchase one share of MURF Class A common stock at a

price of $ 11.50 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.

connection with the closing of the Merger on September 22, 2023, the Equity Classified Warrants were amended to entitle each holder to

purchase one share of the Company’s Common Stock.

Equity Classified Warrants became exercisable 30 days after the Closing Date of the Merger.

The Equity Classified Warrants will expire

five years after the Closing Date of the Merger or earlier upon redemption or liquidation.

Company will not be obligated to deliver any shares of Common Stock pursuant to the exercise of an Equity Classified Warrant and will

have no obligation to settle such exercise unless a registration statement under the Securities Act with respect to the shares of Common

Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations

described below with respect to registration.

No Equity Classified Warrant will be exercisable and we will not be obligated to issue

shares of Common Stock upon exercise unless the Common Stock issuable upon such exercise has been registered, qualified or deemed to

be exempt under the securities laws of the state of residence of the registered holder of the Equity Classified Warrant.

that the conditions in the two immediately preceding sentences are not satisfied with respect to an Equity Classified Warrant, the holder

of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In no event will

we be required to net cash settle any Equity Classified Warrant.

In the event that a registration statement is not effective for the

exercised Equity Classified Warrant, the purchaser of a unit containing such Equity Classified Warrant will have paid the full purchase

price for the unit solely for the share of Common Stock underlying such unit.

may call the Publicly Traded Warrants in whole and not in part, at a price of $ 1.00 per warrant,

not less than 30 days’ prior written notice of redemption to each Publicly Traded Warrant holder;

and only if, the reported last sale price of the Common Stock equals or exceeds $ 1,800.00 per share (as adjusted for stock splits, stock

dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the

Publicly Traded Warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders.

and when the Publicly Traded Warrants become redeemable by Conduit, Conduit may not exercise its redemption right if the issuance of

shares of Common Stock upon exercise of the Publicly Traded Warrants is not exempt from registration or qualification under applicable

state blue sky laws or Conduit are unable to effect such registration or qualification.

Conduit will use its best efforts to register

or qualify such shares of Common Stock under the blue sky laws of the state of residence in those states in which the Publicly Traded

Warrants were offered by Conduit in the offering.

Conduit calls the Publicly Traded Warrants for redemption as described above, Conduit’s management will have the option to require

any holder that wishes to exercise its Publicly Traded Warrant to do so on a “cashless basis.” In determining whether to

require all holders to exercise their Publicly Traded Warrants on a “cashless basis,” Conduit’s management will consider,

among other factors, Conduit’s cash position, the number of Publicly Traded Warrants that are outstanding and the dilutive effect

on Conduit stockholders of issuing the maximum number of shares of Common Stock issuable upon the exercise of our Publicly Traded Warrants.

If Conduit’s management takes advantage of this option, all holders of Publicly Traded Warrants would pay the exercise price by

surrendering their Publicly Traded Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x)

the product of the number of shares of Common Stock underlying the Publicly Traded Warrants, multiplied by the difference between the

exercise price of the Publicly Traded Warrants and the “fair market value” (defined below) by (y) the fair market value.

The “fair market value” for this purpose shall mean the average reported last sale price of the Common Stock for the 10 trading

days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Publicly Traded Warrants.

If Conduit’s management takes advantage of this option, the notice of redemption will contain the information necessary to calculate

the number of shares of Common Stock to be received upon exercise of the Publicly Traded Warrants, including the “fair market value”

in such case.

Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive

effect of a Publicly Traded Warrant redemption.

Private Placement Warrants are identical to the Publicly Traded Warrants, except that such warrants will be exercisable for cash or on

a cashless basis, at the holder’s option, and will not be redeemable by Conduit, in each case so long as they are still held by

the Sponsor or its permitted transferees.

summarized above, the Company has the option to redeem all of the Publicly Traded Warrants at a cash price of $ 0.01 per warrant during

the exercisability period if the Company’s common stock has closed at a trading price above $ 18.00 for 20 days during a 30-day

trading window.

Management notes that this option is within the Company’s control, therefore it does not represent an “obligation”

and does not create a liability under ASC 480.

Management considered the guidance within ASC 815-40-15-7A, noting that an exercise contingency

would not preclude permanent equity classification if all of the other equity criteria are met.

As all other criteria to be classified

as permanent equity are met, the Publicly Traded Warrants are classified as permanent equity on the Consolidated Balance Sheets.

assessed the Private Placement Warrants and determined that the warrants are considered to be indexed to the entity’s own stock

and met all the criteria for permanent equity classification.

As such, the Publicly Traded Warrants are classified as permanent equity

on the Consolidated Balance Sheets.

The March 2024 Warrants are not exercisable until one year after their date of issuance.

2024 Warrant is exercisable into one share of the Company’s Common Stock at a price per share of $ 3.18 (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.

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 $ 312 (as adjusted from time to time in accordance with the terms thereof)

fair value of $ 2.4 million was calculated and recorded within additional paid-in capital on the -consolidated balance sheets.

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 $ 936,000 (as adjusted from time to time in accordance with the terms thereof)

for a two-year period after the date of exercisability.

1 unchanged sentence

Notwithstanding

the foregoing, the April 2024 Warrants shall vest, and not be subject to forfeiture, with respect to 25% of such March 2024 Warrants

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

1 unchanged sentence

on such date.

connection with the Sale and Purchase Agreement with Corvus, the Company issued Pre-Funded Warrants to purchase up to 147,432 shares

of the Company’s Common Stock at an exercise price of $ .0025 per Pre-Funded Warrant.

The Pre-Funded Warrants are exercisable at

any time on or after shareholder approval (the “Shareholder Approval Date”) and remains outstanding until exercised in full.

The exercise price is considered nominal, and the holder is only required to pay the exercise price upon exercise to receive the underlying

common shares.

The Pre-Funded Warrants do not expire.

Pre-Funded Warrants provide the holders with the right to exercise on a cash or cashless basis and do not contain any provisions that

would require the Company to settle the warrants in cash or any other assets.

The warrants are indexed to the Company’s own stock

and meet all of the criteria for equity classification under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own

Accordingly, the Pre-Funded Warrants are classified in additional paid-in capital within the Company’s consolidated statements

of changes in stockholders’ deficit.

the exercise price of the Pre-Funded Warrants is nominal, the Company considers the shares underlying the Pre-Funded Warrants to be common

stock equivalents that are substantively outstanding as of the issuance date.

As a result, the underlying shares are included in basic

and diluted weighted-average shares outstanding in accordance with ASC 260, Earnings Per Share.

Pre-Funded Warrants include provisions that restrict the holder from exercising any portion of the warrants to the extent that, following

such exercise, the holder and its affiliates would beneficially own more than 49.99% of the Company’s outstanding Common Stock.

the year ended December 31, 2025, the Company recorded the issuance of the Pre-Funded Warrants as an increase to additional paid-in capital

of $ 6.6 million, representing the fair value of the Pre-Funded Warrants at issuance.

The $ 6.6 million fair value of the Pre-Funded Warrants

was also recorded as a loss upon the issuance of warrants within other expense of the Company’s consolidated statement of operations

and comprehensive loss.

There is no subsequent remeasurement because the warrants are classified as equity.

See Note 4 for further discussion

of the Sale and Purchase Agreement.

Classified Warrants

discussed in Note 2, 20,000 PIPE Warrants were issued to the PIPE Investors as of the closing of the Merger pursuant to subscription

The warrants provide the PIPE Investors the right to purchase up to 20,000 shares of Common Stock at an exercise price of

Additionally, on the Closing Date of the Merger, the Company issued 540 A.G.P.

Warrants to an advisor for services provided directly

related to the Merger.

The warrants provide the advisor the right to purchase up to 540 shares of Common Stock at an exercise price of

$ 1,100 per share.

subscription agreements, 6

PIPE Warrants were issued to the PIPE Investors as of the closing of the Merger.

provide the PIPE Investors the right to purchase up to 6

shares of Common Stock at an exercise price of $ 3,450,000 .

Additionally, on the Closing Date of the Merger, the Company issued 1

Warrants to an advisor for services provided directly related to the Merger.

The warrants provide the advisor the right to

purchase up to 1

shares of Common Stock at an exercise price of $ 3,300,000

warrants issued to the PIPE Investors and the advisor contain materially the same terms and are exercisable for a period of five years,

46 unchanged sentences

October 2024 Nirland Note.

the years ended December 31, 2024, and December 31, 2023, the Company remeasured the fair value of the Liability Classified Warrants

and recorded a gain on the change in the fair value of $ 0.2

million and $ 0.1

million, respective.

The gains were recorded

to other income (expense), net, on the consolidated statements of operations and comprehensive income (loss).

As of December 31, 2024

and December 31, 2024, the balance sheets contained warrant liabilities of $ 0.1

million and $ 0.01

million, respectively.

the years ended December 31, 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 and $ 0.2 million, respective.

The gains were recorded to other income (expense),

net, on the consolidated statements of operations and comprehensive loss.

As of December 31, 2025 the consolidated balance sheet

contained an immaterial warrant liability balance.

As of December 31, 2024, the consolidated balance sheets contained a warrant liability

of $ 0.1 million.

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 3.

The CODM, which the Company has identified as David Tapolczay, 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 consolidated statements of operations and comprehensive

income (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.

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 chief

operating decision maker and are reported on the consolidated statements of cash flows.

The CODM, which the Company has identified as 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 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 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

2 unchanged sentences

of Financial Data for the Company’s Reportable Segment

Research & development expense – new licenses

Research & development expense – clinical asset development

General and administrative expenses – legal & professional fees

General and administrative expenses – accounting & audit fees

General and administrative expenses – salaries, payroll and stock-based compensation

General and administrative expenses – other

Loss from segment operations

(Dollar amounts

in thousands)

(Dollar amounts

in thousands)

Operating expenses:

Research & development expenses-clinical

asset development

Research & development expense –

related parties

Research & development expense –

related parties - digital assets

General and administrative expenses –

legal & professional fees

General and administrative expenses – litigation liability accrual

General and administrative expenses –

accounting & audit fees

General and administrative expenses –

salaries, payroll and stock-based compensation

General and administrative expenses - issuance of common stock and pre-funded warrants

General and administrative

expenses - other

General and administrative

operating costs and expenses

Operating loss

Other expenses:

Other expense

Other expense – digital assets

Total other expense, net

Interest Income

Interest expense, net

other expense, net

segment items consist of the items within Note 17 to the consolidated financial statements.

Subsequent Events

January 24, 2025, the Company effected the Reverse Stock Split, pursuant to which 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 previously described, without any action on the part of the holders.

For a description of the Reverse Stock Split, refer to Note 1

Nirland Notes

On February 7, 2025,

the Company fully repaid its outstanding October 2024 Nirland Note to Nirland Limited in the principal amount of $ 600,000 .

This payment settled all obligations under the October 2024 Nirland Note.

respect to the August 2024 Nirland Note, the Lender converted approximately $ 1.7 million

of the original principal amount of $ 2,650,000 under

into shares of common stock of the Company.

Of the $ 1.7 million of original principal that was converted into shares of common stock

of the Company, $ 0.1 million was converted on December 12, 2024, while the remaining $ 1.6 million was converted between January 13,

2025 and February 10, 2025.

On February 13, 2025, the Company paid the remaining outstanding portion of the August 2024

Nirland Note, approximately $ 0.9

million, and, accordingly, satisfied all of its obligations in all respects to Nirland.

As a result of satisfying its obligations under the

August 2024 Nirland Note, all of the Company’s assets are once again free and clear of any liens, security interests or

encumbrances.

March 2023 Convertible Note

On March 13, 2025,

the Company fully repaid its outstanding March 2023 Convertible Note.

The Company notes that the note holder agreed on March 6, 2025

to reduce the principal from $ 0.8

million to $ 0.7

This payment settled all obligations under the March 2023 Convertible Note.

The March 2023 Convertible Note Repayment was considered

to be in default until payment on March 13, 2025.

Market Correspondence and Subsequent Nasdaq Capital Market Listing

February 11, 2025, the Company presented its plan of compliance to The Nasdaq Stock Market LLC Hearing Panel (the “Panel”)

and requested an extension of time to achieve compliance with Nasdaq Listing Rules, the Minimum Bid Price (“Bid Price”),

Market Value of Publicly Held Shares (“MVPHS”) and Market Value of Listed Securities (“MVLS”) rules, respectively.

March 5, 2025, the Company received a written notification from the Panel confirming it has granted the Company such an extension for

the Company 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, which it intends to do.

Additionally, the Company was also notified in the

Notice that as of February 26, 2025, it had regained compliance with the Bid Price rule.

The Company notes that there is no assurance

that the Company can maintain ongoing compliance with the Bid Price Rule.

The Company expects to submit its compliance document with

respect to the MVPHS and MVLS rules which will be subject to review by the Panel.

The Panel, may, in its discretion, request additional

information before determining that the Company has complied with the terms of the exception.

There can be no assurances that the Panel’s

decision will agree with the Company’s compliance document.

Issuances in Relation to the Sales Agreement

increased the aggregate offering price under the Sales Agreement to up to $ 4,835,433 ,

$ 8,183,156 ,

$ 13,450,017 ,

$ 17,816,270 ,

and $ 23,922,782 on January 15, 2025, February 6, 2025, February 10, 2025, February 19, 2025, and March 10, respectively.

January 22, 2025 through the issuance of the Company’s consolidated financial statements, the Company sold 4,345,913

shares of the Company’s Common Stock through the Sales Agreement.

The Company received proceeds of $ 8.1

million, net of commissions payable to A.G.P.

As of the financial statement filing date, the Company has $ 12.0 million

available under the Sales Agreement.

Purchase Agreement

January 16, 2026, the Company entered into a directed stock purchase agreement with an institutional investor relating to an equity line

of credit facility (the “ELOC”).

Pursuant to the directed stock purchase agreement.

the Company will have the right from

time to time at its option to sell to the purchaser up to $ 25 million of the Company’s Common Stock, par value $ 0.0001 per share.

Purchase Agreement is subject to certain customary conditions and limitations, including that (i) the Purchaser shall not be obligated

to purchase or acquire and shares of Common Stock that would result in its beneficial ownership exceeding 9.99% of the Company’s

then-outstanding voting power and (ii) the Purchaser shall not be obligated to purchase shares of Common Stock if the volume weighted

average price for the Common Stock on an advance notice date is less than a floor price of $ 33.75 .

On each six-month anniversary, the

floor price will adjust to the lower of the Nasdaq Official Closing Price for the day prior to the relevant adjustment date, and the

average of the Nasdaq Official Closing Price for the five-day period prior to the relevant adjustment date.

On March 3, 2026, the Company and

the institutional investor entered into an amendment to the ELOC.

The amendment updated the definition of the regular price floor from

the minimum price as of the date of this agreement to $ 15.00 where applicable within the ELOC.

No consideration was payable as a result

of the amendment.

Senior Secured

Convertible Promissory Note

On March 3, 2026, the Company

entered into a securities purchase agreement with an institutional investor.

Pursuant to the terms of the ELOC, the Company issued a senior

secured convertible Promissory Note with a total principal amount of up to $ 0.6 million (the “Note”).

The Note bears interest

at an annual rate of 10 % and matures on July 3, 2026.

The Company and the institutional investor may mutually agree to extend the maturity

date by a period of two months.

with Investors of Sarborg Limited

February 19, 2026, the Company entered into a Securities Purchase Agreement with all of the stockholders of Sarborg.

The investors of

Corvus agreed to sell to the Company, and the Company agreed to acquire from the investors, an aggregate of 1,020 shares of Sarborg,

representing approximately 20% of the outstanding common stock of Sarborg.

consideration for the purchase, the Company has agreed to issue to the investors, in the aggregate:

(i) 23,920 shares of the Company’s

Common Stock, par value $ 0.0025 per share and (ii) pre-funded warrants (the to purchase up to 4,399,156 shares of Common.

the Company has agreed to pay Sarborg cash consideration of $ 8 million, with the cash portion of the consideration deferred until such

time as the Company raises no less than $ 20 million through the use of an at-the-market facility program.

pre-funded warrants portion of the consideration transferred have an exercise price of $ 0.0025

per share, subject to adjustment as set forth therein and may not be exercised until such time as the Company obtains the requisite

approval from its stockholders in accordance with applicable Nasdaq rules and requirements, including approval for the issuance of

the pre-funded warrant shares upon exercise of the pre-funded warrants, as a whole and in the aggregate, in excess of 19.99% of the

Common Stock or the voting power that was outstanding on the date of the Securities Purchase Agreement.

On March 19, 2026, all 4,399,156

of the pre-funded warrants were exercised through a cashless exercise into 4,398,218 shares of the Company’s Common Stock.

of the A.G.P Convertible Note

to December 31, 2025, the holder of the A.G.P.

Convertible Note converted $ 1.3

million of principal and interest into 161,735

shares of the Company’s Common Stock.

Addendum to Consulting

Agreement with NJS Foresight Bio-Advisory, LLC

On February 23, 2026, the

Company and NJS entered into an addendum to the NJS Agreement to extend the term of the NJS Agreement an additional twelve months from

its initial termination date, December 29, 2026, to December 29, 2027, unless terminated earlier in accordance with the terms of the NJS

As consideration for entering into the addendum, the Company paid an additional one-time fixed retainer of $0.2 million in

the form of 7,989 shares of the Company’s Common Stock, with a fair value of $18.77 per share , the closing price of the Company’s

Common Stock on February 20, 2026, the day prior to the date of the addendum.

Addendum to Consulting

Agreement with Thesprogen, PC Conversions

On February 24, 2026, the Company and Thesprogen entered into an addendum to the Thesprogen Agreement to extend

the term of the Thesprogen Agreement an additional twelve months from its initial termination date, June 28, 2026, to June 28, 2027, unless

terminated earlier in accordance with the terms of the Thesprogen Agreement.

As consideration for entering into the addendum, the Company

paid an additional one-time fixed retainer of $0.2 million in the form of 13,668 shares of the Company’s Common Stock, with a fair

value of $17.93 per share , the closing price of the Company’s Common Stock on February 23, 2023, the day prior to the date of the

with Maxim Group LLC

February 6, 2026 The Company and Maxim entered into an agreement to provide general financial advisory and investment banking services

to the Company.

As Consideration to the agreement, the Company issued to Maxim 5,200 shares of the Company’s Common Stock, with

a fair value of $25.25 per share, the closing price of the Company’s Common Stock on February 5, 2026, the day prior to the date

of the addendum.

Additional Agreement with Sarborg

January 2, 2026, the Company and Sarborg entered into the Second Additional Agreement.

The Second Additional Agreement has a term of

six weeks and can be renewed upon the mutual written agreement of both parties.

Total consideration payable from the Company to

Sarborg totals $ 0.4

million, with $ 0.2

million due, and paid, upon execution of the Second Additional Agreement and the remaining balance due as mutually agreed by the

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 9A. Controls and Procedures