CDT Equity Inc. 10-K

Item 9A. Controls and Procedures Controls and Procedures Disclosure 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. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our Management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting. In connection 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. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. 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: ● The 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. ● 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 periods. ● The review controls around certain related party transactions did not operate consistently and the review of such transactions was not always contemporaneously documented. 63 If 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. 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. The 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. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company,” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Changes in Internal Control over Financial Reporting 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. Item 9B. Other Information During 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”. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 64 PART III Item 10. Directors, Executive Officers and Corporate Governance Executive Officers and Directors The following table sets forth certain information concerning our executive officers and directors as of April 15, 2026: Name Age Position Andrew Regan 60 Chief Executive Officer and Director James Bligh 38 Chief Financial Officer and Director Freda Lewis-Hall 71 Chairperson of the Board of Directors Chele Chiavacci Farley 59 Director Simon Fry 66 Director Executive Officers Andrew Regan. Dr. 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. Dr. 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 & Licensing. Dr. 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. Dr. 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. Dr. 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. Dr. 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. Dr. 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. Dr. 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. Dr. 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 S-K. 65 James (“Jamie”) Bligh. Mr. 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. Mr. 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; Mertz Plc from January 2021 through March 2022. Jamie graduated from the University of Bristol with a BSc in Economics & Finance. Mr. 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. Directors Freda Lewis-Hall, M.D., DFAPA . Dr. Lewis-Hall has served as a member of our Board since September 2023. She served as Senior Medical Advisor to the CEO of Pfizer Inc., or Pfizer, from December 2019 until her retirement in March 2020. Before assuming that responsibility, beginning January 2019, Dr. Lewis-Hall served as Chief Patient Officer and Executive Vice President of Pfizer. Dr. Lewis-Hall served as Pfizer’s Chief Medical Officer from 2009 to January 2019. Prior to joining Pfizer in 2009, Dr. Lewis-Hall held various senior leadership positions including Chief Medical Officer and Executive Vice President, Medicines Development at Vertex Pharmaceuticals Incorporated from June 2008 to May 2009; Senior Vice President, U.S. Pharmaceuticals, Medical Affairs for Bristol-Myers Squibb Company from 2003 until May 2008; Vice President Research and Development at Pharmacia Corporation from 2002-2003; Product Team Leader at Pharmacia and Eli Lilly and Company from 1998 to 2002; Director of Lilly Center for Women’s Health from 1996-1999; and Clinical Research Physician at Eli Lilly from 1994 through 1996. In October 2021, Dr. Lewis-Hall became a member of the board of directors for Pyxis Oncology (Nasdaq: PYXS), (where she serves as a member of the Nominating and Corporate Governance Committee); she serves as a member of the board of directors for Milliken & Company since July 2019, as a member of the Audit and HR and Compensation Committees; and as a member of the board of directors of SpringWorks Therapeutics, Inc. (Nasdaq GS: SWTX) since 2017, where she serves as the chair of the Nominating and Governance Committee and as a member of the audit committee. Dr. Lewis-Hall served as a member of the board of directors for Exact Sciences Corporation (Nasdaq: EXAS) from April 2020 to June 2024 where she served as a member of the Human Capital and Innovation, Technology and Pipeline Committees; a member of 1LifeHealthCare, Inc. (Nasdaq: ONEM) board from November 2019 to 2023, serving as a member of the Nominating and Corporate Governance Committee; she also served as a member of the board of directors for Tenet Healthcare Corporation (NYSE: THC) from 2014 to 2017. Dr. Lewis-Hall holds an M.D. from Howard University College of Medicine and a B.A. in natural sciences from the Johns Hopkins University. The Company believes Dr. Lewis-Hall is qualified to serve on the Board based on her expertise and experience in the biopharmaceutical industry and her leadership experience as a senior executive at various biopharmaceutical companies. Chele Chiavacci Farley . Chele Chiavacci Farley. Ms. Chiavacci Farley has served on our board of directors since the closing of our initial public offering. Ms. 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. Farley has completed transactions with Goldman Sachs, Starwood Capital and Royal Dutch Shell. Ms. 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 Committee. 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. Ms. Farley graduated from Stanford University with a B.S. and M.S. in Industrial Engineering. 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. Simon Fry. Mr. Fry has served as a member of our board of directors since November 2024. Mr. Fry has over 30 years’ experience in investment banking having held senior executive positions at various top-tier institutions, such as Nomura and Credit Suisse First Boston. In 2003, Mr. Fry was appointed as Chief Executive Officer at Crosby Asset Management. He previously worked at Nomura, where he was Managing Director and European Board member, as well as a member of the risk committee and credit committee. During his time at Nomura, Mr. Fry initiated and built the Company’s Asset Investment Group, whose focus was to create specific product and strategy groups within it to invest in mis-priced and undervalued credit and equity exposures. During this period, Mr. Fry was also responsible for building Nomura’s highly regarded International Markets Division, which was responsible for all the European capital market activity in equity, fixed income and derivatives including primary origination. Prior to this, Mr. Fry spent 14 years at Credit Suisse First Boston (CSFB) trading a variety of securities including both fixed income and equities. From 1990, Mr. Fry developed CSFB’s Asset Trading Group, and as Managing Director built a team that generated significant returns over a number of years for CSFB. Mr. Fry is based in Los Angeles. 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. 66 Board Composition Our business and affairs are organized under the direction of our board of directors. The board of directors will meet on a regular basis and additionally as required. In accordance with the terms of the amended and restated certificate of incorporation, the board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors currently consists of seven directors. Director Independence Under the Nasdaq listing standards, a majority of the members of our board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Company’s board of directors affirmatively determined that all of the Company’s directors, except for Messrs. 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. Board Leadership Structure The board of directors is responsible for the control and direction of the Company. We separate the positions of Chairperson of the board of directors and Chief Executive Officer of the Company. Dr. Lewis-Hall serves as the Chairperson of the board of directors and Dr. Regan serves as the Chief Executive Officer of the Company and as a member of the board of directors. The board of directors believe that this structure serves us well by maintaining a link between management, through 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. Board Oversight of Risk One of the key functions of our board of directors is to conduct informed oversight of our risk management process. The board of directors does not anticipate having a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees of the board of directors that address risks inherent in their respective areas of oversight. In particular, the board of directors will be responsible for monitoring and assessing strategic risk exposure and the Audit Committee will have the responsibility to consider and discuss the Company’s major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. The Compensation Committee assesses and monitors whether our compensation plans, policies, and programs comply with applicable legal and regulatory requirements. Committees of the Board of Directors The board of directors has formed the committees described below. Each of the committees operates pursuant to a written charter adopted by the committee or our board of directors. Each charter sets forth the committee’s specific functions and responsibilities. The board of directors may from time to time establish other committees. Audit Committee The Audit Committee assists the board of directors with its oversight of the integrity of the financial statements; the compliance with legal and regulatory requirements; the qualifications, independence and performance of the independent registered public accounting firm; the design and implementation of the financial risk assessment and risk management. Among other things, the Audit Committee is responsible for reviewing and discussing with management the adequacy and effectiveness of disclosure controls and procedures. The Audit Committee also discusses with management and independent registered public accounting firm the annual audit plan and scope of audit activities, scope, and timing of the annual audit of the financial statements, and the results of the audit, quarterly reviews of the financial statements and, as appropriate, initiates inquiries into certain aspects of the financial affairs. 67 The Audit Committee is responsible for establishing and overseeing procedures for the receipt, retention, and treatment of any complaints regarding accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by employees of concerns regarding questionable accounting or auditing matters. In addition, the Audit Committee has direct responsibility for the appointment, compensation, retention, and oversight of the work of the independent registered public accounting firm. The Audit Committee has sole authority to approve the hiring and discharging of the independent registered public accounting firm, all audit engagement terms and fees and all permissible non-audit engagements with the independent auditor. The Audit Committee reviews and oversees all related party transactions in accordance with policies and procedures. The Audit Committee is comprised of three members: Ms. Farley (Chairperson), Dr. Lewis-Hall and Mr. Fry. Each member of the Audit Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations and each member is financially literate. In addition, the board of directors has determined that each of Ms. Farley and Mr. Fry is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. Compensation Committee The Compensation Committee assists the board of directors with its oversight of the forms and amount of compensation for executive officers (including officers reporting under Section 16 of the Exchange Act), the administration of equity and non-equity incentive plans for employees and other service providers and certain other matters related to compensation programs. The Compensation Committee, among other responsibilities, evaluates the performance of our Chief Executive Officer and, in consultation with the Chief Executive Officer, evaluates the performance of other executive officers (including officers reporting under Section 16 of the Exchange Act). The Compensation Committee is comprised of two members: Dr. 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. Nominating and Governance Committee The Nominating and Corporate Governance Committee assists the board of directors with its oversight of and identification of individuals qualified to become members of the board of directors, consistent with criteria approved by the board of directors, and selects, or recommends that the board of directors selects, director nominees; develops and recommends to the board of directors a set of corporate governance guidelines; oversees the evaluation of the board of directors; and reviews the environmental, safety, sustainability, and corporate social responsibility policies, objectives, and practices on a periodic basis. The Nominating and Corporate Governance Committee is comprised of three members: Dr. Lewis-Hall (Chairperson) Ms. Chiavacci Farley, and Mr. Fry. The composition of the Nominating and Corporate Governance Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations. Compensation Committee Interlocks and Insider Participation No member of our Compensation Committee was at any time during fiscal year 2025, or at any other time, one of our officers or employees. None of our executive officers have served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our board of directors or member of our Compensation Committee. Family Relationships There are no family relationships among our directors and executive officers. 68 Code of Conduct We 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.cdtequity.com. Our Internet website address is provided as an inactive textual reference only. The Code of Conduct covers fundamental ethical and compliance-related principles and practices such as accurate accounting records and financial reporting, avoiding conflicts of interest, the protection and use of property and information, and compliance with legal and regulatory requirements. The Code of Conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. The Company will make any legally required disclosures regarding amendments to, or waivers of, provisions of its Code of Conduct on its corporate website. Director and Officer Liability and Indemnification We have purchased directors’ and officers’ liability insurance and have entered into indemnification agreements with each of directors and executive officers. The indemnification agreements and our amended and restated certificate of incorporation and amended and restated by laws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. Insider Trading Policy The use of material non-public information in securities transactions or the communication of such information to others who use it in securities trading (“Tipping”) violates the federal securities laws. Such violations are likely to result in harsh consequences for the individuals involved including exposure to investigations by the SEC, criminal and civil prosecution, disgorgement of any profits realized or losses avoided through use of the non-public information and penalties equal to three times such profits or losses. Further, insider trading violations expose the Company, its management, and other personnel acting in supervisory capacities to potential civil liabilities and penalties for the actions of employees under their control who engage in Insider Trading violations. Our Insider Trading Policy (the “Insider Trading Policy”) prohibits our executive officers, the non-employee members of our board of directors and certain other employees from engaging in the following transactions: ● selling any of our securities that they do not own at the time of the sale (referred to as a “short sale”); ● passing material nonpublic information on to others or recommending that another engage in transactions in any securities that they have information on; ● buying or selling puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of our securities or an opportunity, direct or indirect, to profit from any change in the value of our securities or engaging in any other hedging transaction with respect to our securities; ● using our securities as collateral in a margin account; and ● pledging our securities as collateral for a loan (or modifying an existing pledge). While the Company has not adopted a formal policy governing transactions by the Company in its securities, the Company will not engage in transactions in Company securities, or adopt any securities repurchase plans, while in possession of material non-public information relating to the Company or its securities other than in compliance with applicable law, subject to the policies and procedures adopted by the Company. On 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. 69 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires that our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other 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 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. Item 11. Executive Compensation Fiscal 2025 Summary Compensation Table The 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 FISCAL YEAR SALARY (1) ($) Bonus (2) ($) STOCK AWARDS (3) ($) OPTION AWARDS (4) ($) NONEQUITY INCENTIVE PLAN COMPENSATIONS ($) ALL OTHER COMPENSATION (5) TOTAL ($) Andrew Regan (6) 2025 $ - $ 400,110 $ 768,686 $ - $ - $ 7,000,000 $ 8,168,796 David Tapolczay 2025 $ 391,506 $ 127,000 $ - $ - $ - $ - $ 518,506 Former Chief Executive Officer and Director and Current Head of Licensing & Strategy 2024 $ 558,578 $ - $ 58,800 $ - $ - $ 617,378 James Bligh, 2025 $ 528,000 $ 345,840 $ 577,082 $ - $ - $ - $ 1,450,922 Chief Financial Officer 2024 $ 438,060 - $ 105,852 $ - $ 132,300 $ 16,732 $ 692,944 (1) Salaries converted from British Pounds to US Dollars based on the following exchange rate in effect as of December 31, 2025: 1.35. (2) Reflects 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; the 2025 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. (3) 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 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. (4) 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. (5) The amounts shown for 2024 represent 401(k) matching contributions of $16,732 for Mr. Bligh and compensation expense of $7.0 million to Andrew Regan in connection with the transfer of CPL to Corvus. (6) Dr. Regan was appointed as the Chief Executive Officer of the Company on April 15, 2025. Compensation Adjustments for 2025 Annual Base Salaries We provide a base salary to retain and attract key executive talent and to align our compensation with market practices. Base salaries are reviewed and established by the Compensation Committee and the board of directors on a competitive basis each year to align with market levels. Equity Awards The Compensation Committee believes that a competitive long-term incentive program is an important component of the compensation of our named executive officers because it: (i) enhances the retentive value of our compensation; (ii) rewards executives for increasing our stock price and developing long-term value; and (iii) provides executives with an opportunity for stock ownership to align their interests with those of our stockholders. 70 In 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: (i) Dr. 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. These grant levels have been adjusted to reflect the 1-for-25 reverse stock split on March 26, 2025. Employment Agreements Dr. Tapolczay On September 22, 2023, we entered into an employment agreement (the “Tapolczay Employment Agreement”) with Dr. Tapolczay, pursuant to which he serves as our Chief Executive Officer of and a member of our board of directors. Under the Tapolczay Employment Agreement, Dr. 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 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. On 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. Dr. 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. James Bligh 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 (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. Mr. 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. to terminate Mr. Bligh’s employment, except in the case of a summary dismissal (as described in the Bligh Employment Agreement). 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. Bligh. Effective 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. Mr. Bligh will remain a member of the Company’s board of directors. Andrew Regan On April 15, 2025, the Company appointed Andrew Regan as Chief Executive Officer, effective immediately (the “Appointment”). As a result of the Appointment, Dr. Regan will serve as Chief Executive Officer of the Company and will continue to serve as a director on the Board. Dr. 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. Regan. 71 Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes all of the outstanding equity-based awards held by our named executive officers as of December 31, 2025, the end of our fiscal year. The option shares reported below have been adjusted to reflect the 1-for-25 reverse stock split on March 26, 2026. OPTION AWARDS NAME 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 David Tapolczay 11/18/2024 (2) 2 1 $ 27,600 11/17/2034 12/1/2023 (1) 1 1 $ 1,653,000 11/30/2033 James Bligh 11/18/2024 (2) 4 2 $ 27,600 11/17/2034 12/01/2023 (1) 1 1 $ 1,653,000 11/30/2033 Jo Holland 11/18/2024 (2) 1 1 $ 27,600 11/17/2034 12/01/2023 (1) 1 1 $ 1,653,000 11/30/2033 (1) The stock option vests as to 1/4 of the underlying shares on each of the first four anniversaries of the vesting commencement date (2) The stock options vests 50% of the grant date and 50% in three equal annual installments thereafter Securities Authorized for Issuance under Equity Compensation Plans The 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 Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 2023 Plan 242 $ 42,480 1,212 Equity compensation plans not approved by security holders - - - Total 242 $ 42,480 1,212 Director Compensation The 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): Name Fees earned or paid in cash ($) Stock awards ($) (1) Option awards ($) (2) All Other Compensation TOTAL ($) James Bligh $ - $ - $ - $ - $ - Faith L. Charles (3) $ 30,000 $ 136,738 $ - $ - $ 166,738 Chele Chiavacci Farley $ 55,375 $ 88,121 $ 28,350 $ - $ 171,846 Freda Lewis-Hall $ 61,750 $ 100,871 $ 28,350 $ - $ 190,971 Simon Fry $ 54,500 $ 84,371 $ 28,350 $ - $ 167,221 Andrew Regan $ - $ - $ - $ - $ - (1) Dr. 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. Fry elected to receive $23,750 of his cash fees in the form of fully vested shares, and Ms. Charles elected to receive $36,750 of her cash fees in the form of fully vested shares. (2) Reflects the grant date fair value of fully vested stock awards granted to each of Mr. Fry, Ms. Farley and Ms. Lewis-Hall in 2025 computed in accordance with FASB ASC Topic 718. See Note 11 to the consolidated financial statements included in this Annual Report for a discussion of the relevant assumptions used in calculating the grant date fair value pursuant to FASB ASC Topic 718. (3) On April 16, 2025, Ms. Charles announced her resignation, due to personal reasons, as a member of the Board of Directors of the Company and from all committees on which she served, effective as of April 16, 2025. Ms. Charles’s resignation was not due to any disagreement with management or the Company’s operations, policies or practices. 72 As of December 31, 2025, our non-employee directors held the following stock options (the option shares reported below have been adjusted to reflect the 1-for-25 reverse stock split on March 26, 2026): OPTION AWARDS NAME OPTION OR STOCK AWARD GRANT DATE NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE OPTION EXERCISE PRICE ($) OPTION EXPIRATION DATE Faith L. Charles 12/18/2024 (1) 1 1 $ 21,000 12/18/2034 12/1/2023 (1) 1 1 $ 1,653,000 11/30/2033 Chele Chiavacci Farley 08/05/2025 (2) 75 1 $ 378 08/05/2035 12/18/2024 (1) 1 1 $ 21,000 12/18/2034 12/1/2023 (1) 1 1 $ 1,653,000 11/30/2033 Freda Lewis-Hall 08/05/2025 (2) 75 1 $ 378 08/05/2035 12/18/2024 (1) 1 1 $ 21,000 12/18/2034 12/1/2023 (1) 1 1 $ 1,653,000 11/30/2033 Simon Fry 08/05/2025 (2) 75 1 $ 378 08/05/2035 12/18/2024 (1) 1 1 $ 21,000 12/18/2034 (1) The stock option vests as to 1/3 of the underlying shares on each of the first three anniversaries of the vesting commencement date. (2) The stock options vests 100% of the underlying shares on the vesting commencement date. Compensation Program for the Board of Directors We adopted a compensation program for our board of directors, which became effective upon completion of the Business Combination, and was 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 director; ● $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; and ● $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. Board 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. Our 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 directors. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth beneficial ownership of the Company’s Common Stock as of April 15, 2026 by: ● each person known to be the beneficial owner of more than 5% of the outstanding Common Stock of the Company; ● each of the Company’s executive officers and directors; and ● all of the Company’s current executive officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes 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 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. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to the Company, the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. 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. 73 The 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, 2026. Name and Address of Beneficial Owner (1) Number of shares of Common Stock % of Common Stock* Directors and executive officers James Bligh 2,405 (1)   * Chele Chiavacci Farley 78,302 (2) 1.61% Freda Lewis-Hall 278 (3) * Andrew Regan 162,866 (4) 3.35 % Simon Fry 260 (5) * All directors and executive officers as a group (5 individuals) 244,111 5.02 % Mark Taylor 2,068,000 (6) 42.57 % Craig Wigglesworth 433,543 (7) 8.92 % Primary Development Fund (Cayman) SPC 416,728 (8) 8.58 % Nirland Limited 346,834 (9) 7.14 % * Indicates beneficial ownership of less than 1%. (1) Consists of (i) 2,400 shares of Common Stock, and (ii) options to purchase 5 shares of Common Stock that are currently exercisable. Excludes 3 unvested options to purchase shares of Common Stock that are not exercisable within 60 days. (2) 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. (3) Consists of shares of Common Stock, of which (i) 192 are held directly by Dr. 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, (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. Emerson Hall, Jr. Dr. Lewis-Hall 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. (4) Consists of (i) 5,600 shares of Common Stock held directly by Dr. Regan, (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”). Corvus is 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. Dr. 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. (5) 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 60 days. (6) 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”). Mr. 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. (7) 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. (8) 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. (9) 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. 74 Item 13. Certain Relationships and Related Transactions, and Director Independence In addition to the compensation arrangements with directors and executive officers described under the sections titled “Executive Compensation” and “Management,” the following is a description of each transaction since January 1, 2024 and each currently proposed transaction, in which: ● we have been or are to be a participant; ● the amount involved exceeds or will exceed $120,000; and ● any of our directors, executive officers, or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. Policies and Procedures for Related Party Transactions Our board of directors adopted a policy, at the closing of the Business Combination, with respect to the review, approval, and ratification of related party transactions. Under the policy, the audit committee of the board of directors is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, the audit committee will consider the relevant facts and circumstances to decide whether to approve such transactions. In particular, the policy requires the audit committee to consider, among other factors it deems appropriate: ● whether the transaction was undertaken in the ordinary course of business of the Company; ● whether the related party transaction was initiated by the Company, a subsidiary, or the related party; ● whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party; ● the purpose of, and the potential benefits to the Company of, the related party transaction; ● if the approximate dollar value of the amount involved in the related party transaction, particularly as it relates to the related party; ● the related party’s interest in the related party transaction; ● whether the related party transaction would impair the independence of an otherwise independent director; and ● any other information regarding the related party transaction or the related party that would be material to investors in light of the circumstances of the particular transaction The audit committee may approve the related party transaction only if the audit committee determines in good faith that, under all of the circumstances, the transaction is in the best interests of the Company and its stockholders. Private Units Contemporaneously with the closing of the IPO and the exercise of the overallotment option, the Sponsor purchased an aggregate of 2 private units of MURF in a private placement at a price of $3,000,000 per private unit. Each private unit consists of one Private Share and one Private Warrant (the “Private Warrant”). The private units are identical to the units sold in the IPO except that the (a) the placement units and their component securities will not be transferable, assignable or saleable until October 22, 2023 except to permitted transferees and (b) the warrants and rights included as a component of the placement units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively. Additionally, the warrants underlying the placement units contain a cashless exercise provision and shall be non-redeemable while held by the initial purchasers thereof or their permitted assignees. The Sponsor had agreed not to transfer, assign or sell any of the private units and underlying securities (except in connection with the same limited exceptions that the Private Shares may be transferred as described above) until after the Business Combination. In connection 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 CDT. Sponsor Support Agreement Concurrently with the execution of the Merger Agreement, the Company entered into a support agreement with the Sponsor pursuant to which the Sponsor agreed to, among other things, vote all of the shares of MURF common stock legally and beneficially owned by it in favor of the Business Combination. On September 20, 2023, the Sponsor voted all of the shares of MURF common stock then legally and beneficially owned by it in favor of the Business Combination. 75 PIPE Subscription Agreement In 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 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 and inducement agreement with the Private Placement Investor whereby Corvus agreed to provide certain payments and economic benefits to such investor in the event Corvus Capital sold or pledged in a debt transaction any of the shares it was receiving in the Business Combination. In certain circumstances, such investor may have a right to cause Corvus Capital to transfer certain of its shares to such investor. The PIPE Subscription Agreement contains registration rights, pursuant to which within 15 business days after the closing of the PIPE Financing, the Company was required to use reasonable best efforts to file with the SEC a registration statement registering the resale of shares of the Company’s common stock. On October 17, 2023, the Company filed a registration statement on Form S-1 (SEC File No. 333-275056) to satisfy that contractual requirement, which registration statement was declared effective by the SEC on December 15, 2023. The PIPE Warrants are exercisable until September 22, 2028 (five years after the completion of the Business Combination) and have an exercise price of $3,450,000 per share, subject to adjustment as set forth in the PIPE Warrants for stock splits, stock dividends, recapitalizations and similar customary adjustments. The Private Placement Investor may exercise each PIPE Warrant on a cashless basis if the shares underlying the PIPE Warrants are not then registered for resale pursuant to an effective registration statement. The Company common stock and PIPE Warrants to purchase Company common stock issued pursuant to the PIPE Subscription Agreement were not registered under the Securities Act and were issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. On December 11, 2024, the warrants were modified to reduce the exercise price to $2,694,000 and the warrants were exercised on December 31, 2024. Consulting Agreement with Jack K. Heilbron Jack K. Heilbron, who served as the MURF’s Chief Executive Officer, President, and Chairman of the board of directors until September 22, 2023, has entered into a Consulting Agreement (the “Consulting Agreement”) with the Company, which became effective upon the closing of the Business Combination. The Consulting Agreement provides that Mr. Heilbron will provide advisory and consulting services from time to time to the Company until September 22, 2024. Pursuant to the terms of the Consulting Agreement, Mr. Heilbron is entitled to rights as an observer to the Company’s board of directors. Mr. Heilbron is entitled to be paid $25,000 per calendar quarter for his consulting services and is also entitled to a stock option to purchase the number of shares of Common Stock determined by dividing (i) $300,000 by (ii) the per share Black-Scholes valuation as of the grant date, utilizing the same assumptions used in preparation of the financial statements, with the resulting quotient rounded down to the nearest whole share. 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 2 shares of the Company’s common stock 76 Transactions with Corvus Capital Limited Corvus 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. Dr. 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. In 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 to Nirland. In certain circumstances, Nirland may have a right to cause Corvus to transfer 100 shares held by Corvus to Nirland. On 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. August 2024 Nirland Note On 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 $2,650,000, inclusive of a $500,000 original issuance discount. Refer to Note 9 for additional details. On October 31, 2024, the Company and Nirland amended the August 2024 Nirland Note, whereby the August 2024 Nirland Note was amended to (i) provide for the conversion of the August 2024 Nirland Note into shares of Common Stock, at Nirland’s discretion, in a multiple of any unpaid amounts, if not otherwise previously paid, pursuant to the conversion rate contained therein, (ii) remove Nirland’s Mandatory Prepayment Right, and (iii) remove Nirland’s right of first refusal to participate in any future equity or debt offerings of the Company. The number of shares of Common Stock issuable upon conversion of any Conversion Amount 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, subject to adjustment as provided within the amended agreement. 77 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 details. In 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. The 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. Sarborg Service Agreement On 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 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 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. 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. During 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. 78 Sarborg 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 Agreement. As of December 31, 2025, $0.6 million of the prepaid balance remains within the consolidated balance sheet. First Addendum to the Sarborg Additional Agreement Effective July 1, 2025 the Company entered into an Addendum (the “First Addendum”) to the Additional Agreement with Sarborg, a related party. Under the terms of the Addendum, Sarborg will expand the scope of the Additional Agreement to provide external analysis of third-party pharma companies assets suitable for drug re-purposing and evaluate the efficacy of the assets utilizing 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. Second Addendum to the Sarborg Additional Agreement Effective August 11, 2025 the Company entered into Addendum 2 (the “Second Addendum”) to the Additional Agreement with Sarborg. Under 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. The 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. In 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. February 2026 Sarborg Transaction On 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. As 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. In addition, 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. Manoira Joint Development Agreement On 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. Pursuant 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. 79 Directors and Officers Certain 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. Dr. 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. Dr. 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. On 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 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 $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. Item 14. Principal Accountant Fees and Services The 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. Audit Fees . Audit fees 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. Tax Fees . Tax fees 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 31, 2025. We paid Marcum tax fees for the year ended December 31, 2024 totaling approximately $55,748. All Other Fees . We did not pay CBIZ or Marcum for other services for the years ended December 31, 2025 or December 31, 2024. Pre-Approval Policy Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 80 PART IV Item 15. Exhibits, Financial Statement Schedules The following documents are filed as part of this annual report: 1. Financial Statements: (see “Financial Statements and Supplementary Data” at Item 8 and incorporated herein by reference). 2. Financial Statement Schedule: (Schedules to the Financial Statements have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying Financial Statements or notes thereto). 3. Exhibits: The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Annual Report on Form 10-K. EXHIBIT INDEX Exhibit No. Description 2.1 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). 2.2 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). 2.3 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). 3.1 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). 3.2 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). 3.3 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) 3.4 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). 3.5 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). 3.6 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). 3.7 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). 3.8 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). 4.1 Description of Registered Securities. 4.2 Form of Senior Secured Promissory Note (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 7, 2024, and incorporated herein by reference). 4.4 Form of Warrant (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference). 4.5 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). 4.6 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). 81 4.7 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). 4.8 Second Amendment to the Senior Secured Promissory Note, dated November 22, 2024, between Conduit Pharmaceuticals Inc. 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). 4.9 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). 4.10 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). 4.11 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). 10.1 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). 10.2 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). 10.3 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). 10.4 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). 10.5 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) 10.6 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). 10.7 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). 10.8 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). 10.9 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 reference). 10.10 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). 10.11 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). 10.12 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). 10.13 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). 82 10.14 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). 10.15 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). 10.16 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). 10.17# 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). 10.18# 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). 10.19# 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). 10.22+ 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). 10.23+ 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). 10.24+ 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). 10.25+ 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). 10.26+ 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). 10.27# 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). 83 10.28 Separation Agreement, dated May 12, 2024, between Mr. 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). 10.29 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). 10.30 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). 10.31 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). 10.32# 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). 10.33 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). 10.34 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). 10.35 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). 10.36 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). 10.37 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). 10.38 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). 10.39 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). 10.40 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). 10.41 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). 10.42 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). 10.43 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). 10.44 Addendum No. 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). 10.45 Addendum No. 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). 84 10.46 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) 10.47 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) 10.48 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) 10.49#* Form of Non-Employee Director Compensation Program, dated September 1, 2025 10.50 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) 19.1 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). 21.1 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). 23.1* Consent of Marcum LLP, independent public accounting firm of CDT Equity Inc. 23.2* Consent of CBIZ CPAs P.C., independent public accounting firm of CDT Equity Inc. 24.1 Power of Attorney (reference is made to the signature page hereto). 31.1* Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1§ Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2§ Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 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). 101.INS* Inline XBRL Instance Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. # Management contract or compensatory plan or arrangement. + Certain portions of this Exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The Registrant agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon its request. § In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto is deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Item 16. Form 10–K Summary None. 85 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CDT EQUITY INC. Date: April 15, 2026 By: /s/ Andrew Regan Name: Andrew Regan Title: Chief Executive Officer POWER OF ATTORNEY KNOW 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 any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Andrew Regan Chief Executive Officer and Director April 15, 2026 Andrew Regan (Principal Executive Officer) /s/ James Bligh Chief Financial Officer and Director April 15, 2026 Jamie Bligh (Principal Financial Officer and Principal Accounting Officer) /s/ Freda Lewis-Hall Director and Chairperson of the Board of Directors April 15, 2026 Freda Lewis-Hall /s/ Chele Chiavacci Farley Director April 15, 2026 Chele Chiavacci Farley /s/ Simon Fry Director April 15, 2026 Simon Fry 86 CDT EQUITY INC. INDEX TO FINANCIAL STATEMENTS Page Audited Financial Statements of Conduit Pharmaceuticals Inc.: Report of Independent Registered Public Accounting Firm (PCAOB No. 199 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB No. 688 ) F-3 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm 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 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 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. 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. 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). New York, NY April 15, 2026 F- 2 Report of Independent Registered Public Accounting Firm 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. (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 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 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. 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. 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/ Marcum llp Marcum LLP We served as the Company’s auditor from 2022 to 2025. New York, NY 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 F- 3 CDT EQUITY INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) December 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 1,509 $ 554 Prepaid R&D services- related party (see Note 10 and Note 16) 881 380 Prepaid R&D services 166 - Prepaid expenses and other current assets 1,823 1,781 Total current assets 4,379 2,715 Operating lease right-of-use assets, net 142 263 Equipment and clinical assets, net 269 40 Prepaid expenses and other long-term assets 860 1,175 Total assets $ 5,650 $ 4,193 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 1,913 $ 1,428 Accrued expenses and other current liabilities 538 1,963 Accrued litigation liability 9,594 - Operating lease liability, current portion 115 119 Convertible promissory note payable - 800 Convertible promissory notes payable at fair value 660 2,985 Convertible promissory notes payable at fair value – related parties - 2,871 Convertible promissory notes payable at fair value - 2,871 Notes payable - 150 Notes payable – related parties - 425 Notes payable - 425 Total current liabilities 12,820 10,741 Operating lease liability, non-current portion - 107 Derivative warrant liability - 138 Total liabilities 12,820 10,986 Commitments and contingencies (see Note 15) - - Stockholders’ equity (deficit) Common stock, par value $ 0.0001 ; 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 $ 0.0001 ; 1,000,000 shares authorized at December 31, 2025 and December 31, 2024, respectively; nil shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively - - Additional paid-in capital 61,171 21,894 Accumulated deficit ( 68,325 ) ( 29,101 ) Accumulated other comprehensive income (loss) ( 16 ) 414 Total stockholders’ equity (deficit) ( 7,170 ) ( 6,793 ) Total liabilities and stockholders’ equity (deficit) $ 5,650 $ 4,193 The accompanying notes are an integral part of these consolidated financial statements. F- 4 CDT EQUITY INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share amounts and per share data) 2025 2024 Year Ended December 31, 2025 2024 Operating expenses: Research and development expenses $ 5,054 $ 3,378 General and administrative expenses 31,703 12,041 Total operating costs and expenses 36,757 15,419 Operating loss ( 36,757 ) ( 15,419 ) Other income (expenses): Other expense, net ( 2,176 ) ( 890 ) Interest income 28 13 Interest expense, net ( 319 ) ( 1,506 ) Total other expense, net ( 2,467 ) ( 2,383 ) Net loss $ ( 39,224 ) $ ( 17,802 ) Basic and diluted net loss per share $ ( 1,177.89 ) $ ( 61,598.62 ) Basic and diluted weighted-average common shares outstanding 33,300 289 Comprehensive loss: Foreign currency translation adjustment ( 430 ) 3 Total comprehensive loss $ ( 39,654 ) $ ( 17,799 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 CDT EQUITY INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (in thousands, except share amounts) Shares Amount capital deficit income deficit Common stock Additional paid-in Accumulated Accumulated other comprehensive Total stockholders’ Shares Amount capital deficit income deficit Balance at January 1, 2024 246 $ - - $ 10,431 $ ( 11,299 ) $ 411 $ ( 457 ) Correction of immaterial error related to franchise tax expense - - 144 - - 144 Issuance of Common Stock for services 6 - 242 - - 242 Issuance of Common Stock upon vesting of restricted stock units 1 - - - - - Issuance of Common Stock for note payable 31 - 997 - - 997 Issuance of Common Stock for licensing right 41 - 1,568 - - 1,568 Issuance of Common Stock under the ATM Program, net of issuance cost 108 - 3,221 - - 3,221 Issuance of Common Stock in Exchange for Debt Modification 13 - 489 - - 489 Issuance of Common Stock upon Exercise of Conversion Option 8 - 92 - - 92 Issuance of Warrants - - 2,890 - - 2,890 Issuance of Common Stock Upon Exercise of Warrants 6 - 188 - - 188 Stock-based compensation 1 - 1,632 - - 1,632 Foreign currency translation adjustment - - - - 3 3 Net loss - - - - ( 17,802 ) - ( 17,802 ) Balance at December 31, 2024 461 $ - - $ 21,894 $ ( 29,101 ) $ 414 $ ( 6,793 ) Shares Amount Stock capital deficit income deficit Common stock Treasury Additional paid-in Accumulated Accumulated other comprehensive Total stockholders’ Shares Amount Stock capital deficit income deficit Balance at January 1, 2025 461 $ - $ - $ 21,894 $ ( 29,101 ) $ 414 $ ( 6,793 ) Issuance of Common Stock for services 9,239 - - 1,152 - - 1,152 Issuance of common stock for services - related party 1,400 - - 2,097 - - 2,097 Issuance of common stock for services 1,400 - - 2,097 - - 2,097 Issuance of Common Stock upon vesting of restricted stock units 525 - - - - - - Issuance of Common Stock under the ATM Program, net of issuance cost 44,570 - - 19,806 - - 19,806 Issuance of Common Stock upon Exercise of Conversion Option 19,012 - - 7,145 - - 7,145 Stock-based compensation 8,000 - - 2,183 - - 2,183 Share repurchases - - ( 106 ) - - - ( 106 ) Share cancellation ( 59 ) - 106 ( 106 ) - - - Issuance of common stock upon the sale of subsidiary 8,992 - - 402 - - 402 Issuance of warrants upon the sale of subsidiary - - - 6,598 - - 6,598 Foreign currency translation adjustment - - - - - ( 430 ) ( 430 ) Net loss - - - - ( 39,224 ) - ( 39,224 ) Balance at December 31, 2025 92,140 $ - $ - $ 61,171 $ ( 68,325 ) $ ( 16 ) $ ( 7,170 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 CDT EQUITY INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) 2025 2024 Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 39,224 ) $ ( 17,802 ) 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 7,000 - Gain on debt extinguishment, net ( 278 ) - Loss on debt extinguishment, net - 707 Realized gain on short-term investments - ( 8 ) Loss on disposal of crypto holdings 403 - Gain on waiver of accrued interest ( 371 ) - Unrealized foreign exchange gain / loss ( 16 ) 13 Loss (gain) on change in fair value of convertible notes payable 2,737 ( 2,018 ) Gain on change in fair value of warrants ( 138 ) ( 221 ) Loss on issuance of warrants - 2,710 Non-cash lease expense 125 89 Stock-based compensation expense 2,183 1,632 Issuance of common stock for licensing right - 1,568 Non-cash interest expense 253 536 Depreciation expense 21 10 Amortization of prepaid directors and officers insurance 1,440 1,666 Amortization expense 2,404 447 Issuance of common stock for services 1,152 - Issuance of common stock for services - related party 2,097 - Amortization of debt discount - 929 Gain (loss) on issuance of common stock for services ( 70 ) 202 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 4,062 ) ( 2,273 ) Accounts payable 434 1,225 Accrued expenses and other current liabilities ( 1,114 ) 1,030 Accrued litigation liability 9,594 - Lease liability ( 125 ) ( 124 ) Net cash used in operating activities ( 15,555 ) ( 9,682 ) Cash flows from investing activities: Purchase of digital assets ( 1,998 ) - Proceeds from disposal of digital assets 1,595 - Purchase of equipment and clinical assets ( 405 ) ( 51 ) Purchases of short-term investments - ( 490 ) Proceeds from the sale of short-term investments - 498 Net cash flows used in investing activities ( 808 ) ( 43 ) Cash flows from financing activities: Proceeds from the issuance of notes payable – related parties - 3,226 Proceeds from issuance of common shares related to ATM program 19,699 3,328 Exercise of warrants - 176 Repayment of notes payable ( 158 ) ( 776 ) Proceeds from issuance of warrants - 113 Repayment of notes payable - related parties ( 425 ) - Repayment of convertible notes payable - related parties ( 927 ) - Repayment of convertible notes payable ( 661 ) - Purchases of treasury stock ( 106 ) - Net cash flows provided by financing activities 17,422 6,067 Net change in cash and cash equivalents before effect of exchange rate changes 1,059 ( 3,658 ) Effect of exchange rate changes on cash and cash equivalents ( 104 ) ( 16 ) Net change in cash 955 ( 3,674 ) Cash and cash equivalents at beginning of year 554 4,228 Cash and cash equivalents at end of year $ 1,509 $ 554 Non-cash investing and financing activities Right of Use Asset obtained in exchange for Operating Lease Liabilities $ - $ 352 Correction of immaterial error related to franchise tax expense $ - $ 144 Issuance of Common Stock upon exercise of conversion option $ 7,145 $ 92 Issuance of Common Stock in exchange for debt extension $ - $ 489 Shares cancelled $ ( 106 ) $ - Conversion of deferred commission payable to convertible promissory note $ - $ 5,378 Supplemental Cash Disclosures Cash paid for interest $ - $ 80 The accompanying notes are an integral part of these consolidated financial statements. F- 7 CDT EQUITY INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of the Business CDT 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. The Company’s strategy is centered on unlocking the untapped value of clinical-stage compounds, particularly those deprioritized by larger pharmaceutical companies with strong, supporting Phase I safety data. Through advanced co-crystallization and solid-form technologies developed at our Cambridge facilities, the Company improves drug properties and extends patent life by up to 20 years. In partnership with Sarborg Limited, the Company also applies AI-powered disease mapping to rapidly identify new therapeutic applications for existing compounds. The 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. Operating 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. reflects the evolution of our strategy as a data-driven biotech development company focused on identifying, enhancing, and advancing high-potential therapeutic assets through scientific innovation and strategic partnerships. On May 23, 2025, the Company’s Common Stock commenced trading, as further described herein, on The Nasdaq Capital Market under the symbol “CDT”. Reverse Stock Splits During the year ended December 31, 2025, the Company completed three reverse stock splits: a 1-for-100 split effective January 24, 2025 (the “January Reverse Stock Split”), a 1-for-15 split effective May 19, 2025 (the “May Reverse Stock Split”), and a 1-for-8 split effective October 10, 2025 (the “October Reverse Stock Split”). 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 Splits”). 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. 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 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. F- 8 2. Liquidity and Going Concern In accordance with ASC 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Since its inception, the Company has generated significant losses and as of December 31, 2025, the Company had an accumulated deficit of $ 68.3 million. 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 million, respectively. Management has determined that it does not have sufficient cash and other sources of liquidity to fund its current business plan. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for at least the next 12 months from the financial statement filing date. The 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 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. These financial statements have been prepared assuming the Company will continue as a going concern and do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. 3. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The 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 (“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”). F- 9 Principles of Consolidation The 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. As used herein, references to the “Company” include Conduit Pharmaceuticals, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassification In 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. This change in presentation does not affect previously reported results. Other Risks and Uncertainties The Company is subject to risks common to companies in the development stage and pharmaceutical industry including, but not limited to, uncertainties related to pre-clinical and clinical outcomes competitor products, regulatory approvals, dependence on key products, dependence on key suppliers and protection of intellectual property rights (see Note 15 for details on a claim against our AZD 1656 co-crystal patent). Clinical assets currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel, infrastructure, and extensive compliance and reporting capabilities. Even if the Company’s efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from royalties or product sales. The 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. See Note 10 for further discussion of the agreement with AstraZeneca. F- 10 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements as we l as the reported amounts of revenues and expenses during the reporting period. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends, and the assessment of the probable future outcome. Actual results could differ materially from such estimates. Estimates and assumptions are reviewed periodically by management and changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. The effects of changes are reflected in the financial statements in the period that they 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. Cash and Cash Equivalents Cash 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 purchase. 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 $ 114,000 ). 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, 2025. The 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 funds. F- 11 Fair Value Measurements ASC 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. 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. Unobservable inputs reflect the Company’s assumption about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels, based on the inputs, as follows: ● Level 1—Valuations based on quoted prices for identical instruments in active markets. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment. ● Level 2— Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for either similar instruments in active markets, identical or similar instruments in markets that are not active, or model-derived valuations whose inputs or significant value drivers are observable or can be corroborated by observable market data. ● Level 3—Valuations based on inputs that are unobservable. These valuations require significant judgment. The 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 liabilities. As 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 judgement. Fair Value Option The Company has elected the fair value measurement option for convertible debt with embedded derivatives that would otherwise require bifurcation and has recorded the entire hybrid financial instrument at fair value under the guidance in ASC 825, Financial Instruments. As a result, the August 2024 Nirland Note was recorded at fair value subsequent to the Second Amendment and the A.G.P. Convertible Note was recorded at fair value upon issuance. The notes will subsequently be remeasured at fair value each reporting date until settled or converted. The Company reports interest expense, including accrued interest, related to the convertible debt under the fair value option, separately from within the change in fair value of the convertible debt in the accompanying consolidated statement of operations and comprehensive loss. 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. Equipment and Clinical Assets Equipment 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. F- 12 Leases In 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. At 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. Lease 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. The operating lease ROU asset also includes any lease prepayments, offset by lease incentives. An 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. Research and Development Research 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: ● expenses incurred under agreements with organizations that support the Company’s drug discovery and development activities; ● expenses incurred in connection with the preclinical and clinical development of the Company’s clinical assets and programs, including under agreements with contract research organizations, or CROs; ● costs related to contract manufacturing organizations, or CMOs, that are primarily engaged to provide drug substance and product for our clinical trials, research and development programs, as well as investigative sites and consultants that conduct the Company’s clinical trials, nonclinical studies and other scientific development services; ● the costs of acquiring and manufacturing nonclinical and clinical trial materials, including manufacturing registration and validation batches; ● employee-related expenses, including salaries, related benefits and equity-based compensation expense, for employees engaged in research and development functions; ● acquisition costs related to the purchase of licensed intellectual property; ● costs related to compliance with quality and regulatory requirements; ● payments made under third-party licensing agreements; and ● direct and allocated costs related to facilities, information technology, personnel and other overhead. Advance payments that we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or consumed or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered. F- 13 Purchased Research and Development Assets The Company accounts for its research and development costs in accordance with ASC 730, Research and Development. ASC 730 requires that research and development are generally recognized as an expense as 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. To date, the Company has one purchased asset, a diagnostic tool used to monitor clinical trials, aggregate data on an ongoing basis and tracking intellectual property patent status. The Company determined that the diagnostic tool 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. Income Taxes ASC Topic 740, Income Taxes, sets forth standards for financial presentation and disclosure of income tax liabilities and expense. Interest and penalties recognized have been classified in the consolidated statements of operations and comprehensive loss as income taxes. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations and comprehensive loss in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits of which future realization is uncertain. Net Loss per Share Attributable to Common Stockholders The Company calculates basic and diluted net loss per share under ASC Topic 260, Earnings Per Share. Basic net loss per share is computed by dividing the net loss by the number of weighted-average common shares outstanding for the period. Diluted net loss is computed by adjusting net loss based on the impact of any dilutive instruments. Diluted net loss per share is computed by dividing the diluted net loss by the number of weighted-average common shares outstanding for the period including the effect, if dilutive, of any instruments that can be settled in common shares. 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. Warrants The Company determines the accounting classification of Warrants as either liability or equity by first assessing whether the Warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. If financial instruments, such as the Warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company’s own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity’s own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company’s equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. The Company determined that the settlement amount of the Equity Classified 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. F- 14 The Equity Classified Warrants are recorded in stockholders’ deficit and the Liability Classified Warrants are recorded as liabilities in the Consolidated Balance Sheet. The Liability Classified Warrants are remeasured each period with changes in fair value recorded in the consolidated statements of operations and comprehensive loss. Stock-based Compensation The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. The Company 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. The Company accounts for forfeitures as they occur, which may result in the reversal of compensation costs in subsequent periods as the forfeitures arise. Foreign Currency Translation The 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 functional currency. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in the accompanying consolidated statements of changes in stockholders’ deficit. Non-monetary items in the subsidiaries’ functional currency are re-measured into the reporting currency at the historical exchange rate (i.e., the rate of exchange at the date of the transaction). F- 15 Recently Issued Accounting Pronouncements Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 modifies the reporting requirements for income tax disclosures related to effective tax rates and cash income taxes paid. Pursuant to ASU 2023-09, public business entities are required to disclose certain categories in the income tax rate reconciliation, as well as additional information for reconciling items that meet a specific quantitative threshold. Additionally, ASU 2023-09 requires annual disclosures of income taxes paid for all entities, including the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign jurisdictions. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. 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. In 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. Recently Issued Accounting Standards Not Yet Adopted In 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 entities. 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. In 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. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statements of operations and comprehensive loss. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures. F- 16 4. Sale of Wholly-Owned Subsidiary On 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 $ 2.6 million, totaling $ 9.6 million. The $ 9.6 million was recorded as a litigation accrual in the consolidated balance sheet. Total 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. The 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. 5. Fair Value During 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, 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 Fair Value Measurements as of December 31, 2025 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 739 $ - $ - $ 739 Total Assets $ 739 $ - $ - $ 739 Liabilities: Convertible notes payable at fair value $ - $ - $ 660 $ 660 Total Liabilities $ - $ - $ 660 $ 660 F- 17 The 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): Fair Value Measurements as of December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 192 $ - $ - $ 192 Total Assets $ 192 $ - $ - $ 192 Liabilities: Convertible notes payable at fair value $ - $ - $ 5,856 $ 5,856 Liability Classified Warrants - - 138 138 Total Liabilities $ - $ - $ 5,994 $ 5,994 The 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 unobservable inputs (Level 3) (in thousands): Schedule of Additional Information About the Financial Liabilities Subject To Measurement at Fair Value Convertible Notes Payable Liability Classified Warrants Balance as of December 31, 2023 $ - $ - Fair value at Issuance 7,899 229 Conversion of convertible notes ( 92 ) - Change in fair value ( 1,951 ) ( 91 ) Balance as of December 31, 2024 $ 5,856 $ 138 Conversion of convertible notes ( 4,530 ) - Interest expense 277 - Change in fair value ( 815 ) ( 138 ) Gain on settlement of convertible note ( 128 ) - Balance as of December 31, 2025 $ 660 $ - During the year ended December 31, 2025, there were no transfers between Level 1 and Level 2, nor into or out of Level 3. Digital Assets Digital assets are measured at fair value on a recurring basis using quoted prices in their principal market (Level 1 inputs). The Company has designated a principal market based on the market the Company has access to and that has the greatest volume and level of orderly transactions for BTC. 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. Convertible Notes Payable As 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. 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. F- 18 The 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: Schedule of Fair Value of Input October 31, 2024 November 22, 2024 December 31, 2024 Stock Price $ 27,299 $ 31,198 $ 20,579 Term (years) 0.8 0.7 0.6 Corporate bond yield 9.1 % 8.7 % 11.4 % Credit Spread 15.9 % 15.9 % 15.9 % Probability of Default 40 % 40 % 40 % Recovery upon default 20 % 20 % 20 % Volatility 103.2 % 96.5 % 123.7 % As 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. The following table outlines the range of significant unobservable inputs used in calculating the fair value of the A.G.P. Convertible Note as of the dates noted below: Schedule of Fair Value of Assumptions November 25, 2024 December 31, 2024 December 31, 2025 Stock Price $ 27,299 $ 20,579 $ 32 Term (years) 1 0.9 0.4 Corporate bond yield 8.8 % 9.0 % 5.5 % Credit Spread 26.2 % 26.2 % 26.2 % Probability of Default 40 % 40 % 70 % Recovery upon default 0 % 0 % 0 % Volatility 108.7 % 101.6 % 135 % Liability Classified Warrants Liability 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. The 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, 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 December 31, 2025 December 31, 2024 October 29, 2024 Closing stock price $ 32 $ 20,579 $ 31,438 Contractual exercise price $ 30,000 $ 30,000 $ 30,000 Risk-free rate 3.73 % 4.38 % 4.11 % Estimated volatility 99.3 % 98.6 % 98.4 % Time period to expiration (in years) 4.0 5.0 5.2 6. Digital Assets Adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets: Effective 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. The following table presents a reconciliation of the fair values of the Company’s investments in digital assets as of December 31, 2025. Schedule of Investments Digital Assets Digital Assets Balance as of December 31, 2024 $ - Purchases 1,998 Dispositions ( 1,595 ) Realized losses on dispositions ( 403 ) Balance as of December 31, 2025 $ - The Company disposed of all digital asset holdings during the fourth quarter of the year ended December 31, 2025. F- 19 7. Leases 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. Upon 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. Lease 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): Schedule of Lease Cost Lease Cost December 31, 2025 December 31, 2024 Operating lease cost $ 142 $ 116 Short-term lease cost 128 128 Variable lease cost 15 15 Total lease cost $ 285 $ 259 The following table sets forth information about our operating lease for the year ended December 31, 2025 and 2024 (in thousands): Schedule of Operating Lease Liabilities Supplemental cash flow and other information December 31, 2025 December 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 125 $ 143 ROU assets obtained in exchange for lease liabilities - 352 Weighted-average remaining lease term (in years) 1.0 2.0 Weighted-average discount rate 11.2 % 11.2 % The Company’s future minimum lease payments for our operating lease as of December 31, 2025 are as follows (in thousands): Schedule of Future Minimum Lease Payments For Operating Lease December 31, 2025 Year ending December 31, 2026 $ 122 Total 122 Less: imputed interest ( 7 ) Total lease liability $ 115 F- 20 8. Convertible Notes Payable Convertible Promissory Notes Payable During 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. 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. On 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. The 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) 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. On March 6, 2025, the Company reached a Settlement Agreement (the “Settlement Agreement”) with the loan holder to pay $ 0.7 million in order to settle the Convertible Promissory Note Payable in full. The Company repaid the loan holder the settlement amount of $ 0.7 million on March 13, 2025 . The Settlement Agreement and subsequent repayment was treated as a debt extinguishment. During the 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. In 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 . For 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. August 2024 Nirland Note On 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. On 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. The 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. 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. On 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 ASC 825. 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. For 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. F- 21 On 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. During January and February 2025, Nirland converted approximately $ 1.8 million of principal into 300 shares of the Company’s common stock. On February 12, 2025, the Company repaid the remaining principal and accrued interest of approximately $ 0.9 million in cash. As 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. A.G.P. Convertible Note A.G.P 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. On November 25, 2024, the Company issued to A.G.P. a convertible promissory note (the “A.G.P. Convertible Note”) in the principal 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. At 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. 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. A.G.P. is also entitled to resale registration rights as identified in the convertible promissory note. F- 22 The Company may prepay the convertible promissory note in whole or in part. In the event of certain Events of Default (as defined in the convertible promissory note), all outstanding principal and accrued interest under the Convertible Note will become, or may become at A.G.P.’s election, immediately due and payable to the A.G.P. The Company elected to account for the A.G.P. Convertible Note at fair value under ASC 825. The Company determined that the substantive conversion option within the A.G.P. Convertible Note falls under the guidance within ASC 825 that notes that if a significant modification of debt occurs an entity is able to make an accounting election on that date to account for that debt under the fair value option. 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 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 loss. The Company determined the fair value of the A.G.P. Convertible Note to be $ 3.4 million as of November 25, 2024 through the use of a binomial lattice model. See Note 5 for additional information regarding the fair value measurement of the A.G.P Convertible Promissory Note. The Company accounted for the issuance on 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. For the year ended December 31, 2024, the Company recorded a $ 0.5 million gain in the change in fair value of the A.G.P. Convertible Note and interest expense of approximately $ 32 thousand. The $ 2.4 million gain on extinguishment and $ 0.5 million gain on the change in fair value are presented within other income (expense), net, while the $ 32 thousand of interest expense is presented within Interest expense, net, in the consolidated statement of operations and comprehensive 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. During 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. On 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. F- 23 9. Loans Payable Loans On May 1, 2022, the Company entered into two non-interest-bearing loan agreements totaling $ 0.2 million, funded in multiple tranches. As of December 31, 2024, all tranches under the first loan and two tranches under the second loan had been drawn. On 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 extension. On October 11, 2024, the Company issued a total of 3 shares to the lenders. The Company repaid the remaining principal balance of $ 0.1 million in February 2025, and no obligations remained as of December, 2025. No 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. October 2024 Nirland Note In 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. In 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. The 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 thousand of interest expense. A.G.P. Bridge Note On October 29, 2024, the Company entered into a Bridge Loan Agreement (the “Bridge Agreement”), with A.G.P., pursuant to which AGP. made an advance (the “Advance”) to the Company in an amount not to exceed $ 0.6 million (the “Commitment”). As partial consideration for the Advance, the Company entered into a Common Stock Purchase Warrant Agreement (the “Warrant Agreement”) and issued AGP warrants to purchase up to 9 shares of the Company’s common stock, $ 0.0001 par value per share, which is equal to 50 % of the sum of the Commitment divided by the closing price of the Company’s Common Stock on October 29, 2024, at an exercise price of $ 31,438.43 per share. Refer to Note 16 for additional information on the warrants issued to A.G.P. In connection with the Advance, the Company issued a promissory note (the “A.G.P. Bridge Note”) to A.G.P. in the original principal amount of $ 0.6 million. The Bridge Note bears interest at a rate of 4.21 % per annum and was due and payable on December 31, 2024. As 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. 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. 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. F- 24 During the year ended December 31, 2024, the Company recorded and paid approximately $ 1 thousand of interest expense related to the A.G.P. Additionally, the entire debt discount of $ 0.2 million was amortized and recorded as interest expense during the year. The interest expense of $ 1 thousand and amortization of the debt discount of $ 0.2 million were recorded within Interest expense, net in the consolidated statement of operations and comprehensive loss. As of December 31, 2024, the A.G.P. Bridge note was fully repaid. 10. Research and Development Expense August 2024 License Agreement On 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 infertility. The Company will be responsible for the development and commercialization of the Licensed Products under the August 2024 License Agreement. As 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 31 shares of the Company’s Common Stock. The 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. AstraZeneca 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 Product. If AstraZeneca exercises such right, the parties will negotiate in good faith for an agreed period of time on an exclusive basis. Either party may terminate the August 2024 License Agreement for material breach (subject to a cure period) or insolvency of the other party. The Company may terminate the August 2024 License Agreement for convenience (in its entirety or on a Licensed Product-by-Licensed Product basis). In addition, AstraZeneca may terminate the August 2024 License Agreement in certain circumstances, including (but not limited to) the Company ceasing development of all Licensed Products (subject to certain exceptions for normal pauses or gaps between clinical studies). As a result of the above, the Company will no longer fund the development of AZD1656 or AZD5904 under the terms of the Exclusive Funding Agreement, dated March 26, 2021 with St George Street Capital (the “Funding Agreement”). In this regard, the Company previously entered into a deed of amendment amending such Funding Agreement. The parties agreed that the project funding provisions of such Funding Agreement whereby the Company had the right to fund a project or refer other parties to St George Street Capital, were amended to provide that St George Street Capital must still include the Company in any project funding opportunities and requests but may now seek other 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. See note 15 for additional details on the claim. Sarborg Service Agreement – Related Party On 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 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. F- 25 Sarborg 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. Sarborg will create specific deliverables, including reports, computer programs, software applications, APIs, mobile applications, source code, written technical specifications and designs, operating and maintenance manuals, and other recorded data and information arising from or relating to the services. Sarborg will provide all necessary resources to perform the services and deliver the deliverables in accordance with the Sarborg Service Agreement. The 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. The 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. CDT will 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 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. In 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, 2025. Further milestone payments payable in conjunction with the achievement of certain milestones over the term of the Sarborg Service Agreement, totaling up to $ 1.8 million. 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 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. For 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 loss. As of December 31, 2025, and 2024, nil and $ 0.4 million of the prepaid balance remain in the consolidated balance sheets, respectively. Under the Sarborg Service Agreement, the Company will be provided with a dashboard that will be utilized for both the Company’s existing and future asset portfolio. Specifically, the dashboard includes a clinical trial monitoring functionality and a dynamic pharmaceutical patent landscape module to assess both the Company’s current assets undergoing clinical trials and delisted patents in the marketplace that may be overlooked by other market participants. These features will be used by management to monitor progress, assess trial status, identify new opportunities, and support decision-making across all current and future development programs. 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. The dashboard was placed in service on March 18, 2025. During the year ended December 31, 2025, the Company recorded $ 0.2 million in amortization expense. F- 26 All 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. During 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. The Company capitalized $ 0.4 million of diagnostic asset related to the delivery of the dashboard on the consolidated balance. In total, 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 loss. Sarborg 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, $ 2,669.87 . 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 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 Agreement. As of December 31, 2025, $ 0.6 million of the prepaid balance remains within the consolidated balance sheet. First Addendum to the Sarborg Additional Agreement Effective July 1, 2025 the Company entered into an Addendum (the “First Addendum”) to the Additional Agreement with Sarborg, a related party. Under the terms of the Addendum, Sarborg will expand the scope of the Additional Agreement to provide external analysis of third-party pharma companies assets suitable for drug re-purposing and evaluate the efficacy of the assets utilizing 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. Second Addendum to the Sarborg Additional Agreement Effective August 11, 2025 the Company entered into Addendum 2 (the “Second Addendum”) to the Additional Agreement with Sarborg. Under 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. The 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 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. F- 27 In 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. Manoira Joint Development Agreement On 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. Pursuant 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. 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. 11. Share Based Compensation On September 22, 2023, in connection with the Merger, the Company adopted the CDT Equity Inc. 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan became effective upon the closing of the Merger. 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 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. F- 28 On 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 10,000 shares of Common Stock for awards under the Amended 2023 Stock Incentive Plan. The Amended 2023 Stock Incentive Plan was recommended and approved by the Board on July 8, 2025. As of December 31, 2025, there were 1,212 shares of Common Stock available for issuance under the 2023 Plan. 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. On January 1, 2026, in accordance with the 2023 Plan, the number of authorized shares under the 2023 plan increased by 4,630 shares. Following the increase on January 1, 2026, 5,842 shares of Common Stock are available for issuance under the 2023 Plan. Board of Directors Shares On 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 53 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. On 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. On 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 Consulting Effective 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. On June 27, 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. Management Shares Effective 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. Restricted Stock In 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. F- 29 By 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. The following table summarizes restricted stock activity for the 2023 Plan: Schedule of Restricted Stock Activity Number of Awards Weighted Average Grant Date Fair Value Per Unit Outstanding at December 31, 2024 - $ - Granted 525 $ 348 Cancelled/forfeited - $ - Vested ( 525 ) $ ( 348 ) Outstanding at December 31, 2025 - $ - Stock Options The Company estimated the fair value of stock options granted in the periods presented using a Black-Scholes option-pricing model utilizing the following weighted-average assumptions: Schedule of Fair Value of Stock Option Granted For the year ended December 31, 2025 2024 Expected volatility (%) 158.5 % 83.9 % Expected term (years) 10.0 5.5 Risk-free interest rate (%) 4.22 % 4.32 % Expected dividend yield (%) 0 % 0 % The 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 $ 25,740 for the years ended December 31, 2025 and December 31, 2024, respectively. F- 30 The following table summarizes stock activity for the 2023 Plan: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2024 21 $ 244,560 9.72 $ - Granted 225 $ 378 - $ - Cancelled/forfeited ( 1 ) $ 341,988 - $ - Exercised - $ - - $ - Outstanding at December 31, 2025 245 $ 19,914 8.74 $ - Exercisable 239 $ 12,460 8.64 $ - Unvested 6 $ 309,740 8.23 $ - The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. As of December 31, 2025, the total compensation cost related to non-vested option awards not yet recognized was $ 2.8 million with a weighted average remaining vesting period of 1.14 years. 12. Income Taxes Loss 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 2025 2024 For the year ended December 31, 2025 2024 Loss from operations before income taxes: US ( 22,067 ) ( 12,855 ) Foreign ( 17,157 ) ( 4,947 ) Loss from operations before income taxes ( 39,224 ) ( 17,802 ) The 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 2025 2024 For The Years Ended 2025 2024 Current $ $ Federal - - State - - Foreign - - Current income tax - - Deferred Federal ( 2,531 ) ( 2,429 ) State ( 483 ) 355 Foreign ( 1,550 ) ( 931 ) Deferred income tax - - Net Income Tax Expense $ - $ - F- 31 The total unrecognized tax benefits for the years ended December 31, 2025 and December 31, 2024, are summarized below (in thousands): Schedule of Unrecognized Tax Benefits 2025 2024 For The Years Ended 2025 2024 Unrecognized tax benefits, beginning of period $ - $ - Increases (decreases) for prior year tax positions - - Decreases for expiration of statute of limitations Settlements Unrecognized 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. The 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): Schedule of Income Taxes Net of Refunds 2025 2024 For The Years Ended 2025 2024 Federal $ - $ - Foreign - - Total $ - $ - 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): For The Years Ended 2025 2024 Federal $ - $ - Foreign - - Total $ - $ - The 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). Schedule of Effective Income Tax Rate Reconciliation Taxes at federal statutory rate $ (6,186 ) 21.0 % $ (3,745 ) 21.0 % Year Ended December 31, 2025 Year Ended December 31, 2024 Taxes at federal statutory rate $ ( 8,237 ) 21.0 % $ ( 3,745 ) 21.0 % State income tax, net of federal benefit - 0 % 710 - 4.0 % Foreign tax effects: United Kingdom: NOL adjustment 147 - 0.4 % - 0 % Change in valuation allowance 1,525 - 3.9 % 931 - 5.2 % Other ( 276 ) 0.7 % ( 135 ) 0.8 % Cayman: Foreign Rate Differential 2,155 - 5.5 % 244 - 1.4 % Change in valuation allowance 2,531 - 6.5 % 1,719 - 9.7 % Nontaxable or nondeductible items: Non-deductible loss on stock issuance 1,470 - 3.7 % - 0.0 % Convertible debt 480 - 1.2 % 268 - 1.5 % Other permanent items 129 - 0.3 % 84 - 0.5 % Other adjustments: Other 76 - 0.2 % ( 76 ) 0.4 % State Re-Rate - 0 % - 0 % Total provision (benefit) for income taxes $ - 0.0 % $ - 0.0 % The tax effects of temporary differences which give rise to significant portions of deferred tax assets are as follows as of December 31 (in thousands): Schedule of Deferred Tax Assets and Liabilities 2025 2024 December 31, 2025 2024 Total deferred tax Assets: Stock options $ 394 $ 280 Transaction Costs 397 393 Research & Development 1,682 671 Accruals 27 141 Net operating loss carryforward 6,519 2,970 Valuation allowance ( 9,019 ) ( 4,455 ) Net deferred income tax asset - - Total deferred tax liabilities: Total deferred tax liabilities - - Net deferred income tax liability $ - $ - As 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. As 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 31, 2024. As 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. F- 32 The 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. The 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. Sale of Wholly-Owned Subsidiary - Tax Treatment Under Section 1032 of the Internal Revenue Code, a corporation does not recognize gain or loss on the issuance of its own stock. Accordingly, 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. Upon 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. 13. Common Stock and Preferred Stock Common Stock As 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. As 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. Holders 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 liquidation or dissolution, are entitled to receive all assets available for distribution, subordinate to the rights, preferences, and privileges of any outstanding preferred shares (if any) with respect to dividends and in connection with liquidation, winding up and dissolution of the Company. The holders have no preemptive or other subscription rights. Preferred Stock As of December 31, 2025 and 2024, the Company has authorized the issuance of up to 1,000,000 shares of Conduit Pharmaceuticals, Inc. preferred stock (the “Preferred Stock”). December 31, 2025 and 2024, no preferred shares were issued and outstanding. At-the-Market Offering On October 23, 2024, the Company entered into the Sales Agreement with A.G.P. relating to shares of the Company’s Common Stock. In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of our Common Stock having an aggregate offering price of up to $ 23.9 million from time to time through A.G.P., acting as our sales agent or principal. The compensation to A.G.P. for sales of common stock sold pursuant to the Sales Agreement will be equal to 3.0 % of the gross proceeds of any shares of common stock sold under the sales agreement. During 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. During the year ended December 31, 2024, the Company sold 107 shares of Common Stock under the Sales Agreement and generated $ 3.2 million in net proceeds after paying fees to A.G.P. and other issuance costs of $ 0.2 million. No shares remained to be sold under the Sales Agreement as of December 31, 2025. F- 33 14. Net Loss Per Share The following table presents the calculation of basic and diluted earnings/(net loss) per share (in thousands, except share amounts and per share data): Schedule of Basic and Diluted Net Loss Per Share For the years ended December 31, 2025 2024 Numerator: Net loss – basic and diluted $ ( 39,224 ) $ ( 17,802 ) Denominator: Weighted average shares used in computing net loss per share - diluted 33,300 289 Net loss per share, basic and diluted $ ( 1,177.89 ) $ ( 61,598.62 ) Potentially dilutive securities (upon conversion) that were not included in the diluted per share calculations because they would have been anti-dilutive were as follows: Schedule of Potentially Dilutive Securities December 31, 2025 December 31, 2024 Public warrants 46 46 A.G.P. Warrants 1 1 Convertible Promissory Notes Payable - 1 Stock Options 21 21 August 2024 Nirland Note - 224 A.G.P. Convertible Note 51 192 March 2024 Warrants 1 1 April 2024 Warrants 4 4 A.G.P. 2024 Warrants 9 9 Antidilutive Securities 133 499 For 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. 15. Commitments and Contingencies Legal Proceedings The 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 legal action, pending or otherwise, does not become material in the future. On 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 million. 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. F- 34 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. Separately, 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. 16. Related Party Transactions Corvus Capital Limited Corvus 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, 2025 and 2024, no advisory fees were due to Corvus. For 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. Corvus - Sale of CPL See Note 4 and Note 15 for discussion of the sale of CPL to Corvus. Nirland On August 6, 2024, the Company entered into the August 2024 Nirland Note with Nirland, a related party of the Company. The Company determined that Nirland was a related party due to Nirland’s ownership interest in the Company concurrently with the execution of the August 2024 Nirland Note. Additionally, on October 28, 2024, the Company issued the October 2024 Nirland Note to Nirland, and on October 31, 2024, the Company and Nirland amended the August 2024 Nirland Note, and on November 22, 2024, the Company and Nirland amended the August 2024 Nirland Note for a second time. 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. F- 35 Sarborg On December 12, 2024, the Company entered into the Sarborg Service Agreement with Sarborg. 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 Agreement. Dr. 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. Manoira On June 3, 2025, the Company entered into a joint development agreement (the “Joint Development Agreement”) with Manoira Corporation. Dr. Andrew Regan, Chief Executive Officer and member of the Board, also is a director and controlling member of Manoira. Through the Joint Development Agreement, the Company and Manoira intend to jointly evaluate AZD1656, and any of its derivatives, as well as AZD5658, in animal health indications and produce transitional data to inform the Company’s human clinical programs while exploring veterinary market opportunities. The Company delivered shares of the Company’s Common Stock worth $ 0.5 million to Manoira as its contribution to the Joint Development Agreement, with Manoira bearing all subsequent costs incurred during the joint development period. During the 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. Officers and Directors 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 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 $ 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, 2024. 17. Other Expense, net The following table presents other expense, net, for the years ended December 31, 2025 and 2024 (in thousands): Schedule of Other Expense, Net 2025 2024 For the years ended December 31, 2025 2024 Other income: Change in fair value of warrant liability 138 221 Change in fair value of convertible note payment - 2,018 Gain on debt extinguishment 278 2,473 Income Tax Refund - 314 Unrealized foreign currency transaction gain 16 2 Gain on waiver of accrued interest 371 - Research and development tax receivable 97 - Gain on the issuance of shares for services 70 - Other - 7 Total other income: 970 5,035 Other expense: Loss on issuance of warrants - 2,710 Loss on Debt Extinguishment - 3,179 Loss on the change in fair value of convertible notes payable 2,737 - Realized losses on disposition of digital assets 403 - Realized foreign currency transaction loss - 16 Other expense 6 20 Total other expense 3,146 5,925 Total expense, net $ ( 2,176 ) $ ( 890 ) F- 36 18. Warrants Equity Classified Warrants The 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). Publicly Traded and Private Placement Warrants Pursuant 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. 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 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. Upon 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. March 2024 Warrants On 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 option-pricing model utilizing the following assumptions: Schedule of Black-Scholes Option Pricing Model March 20, 2024 Closing stock price $ 1,041,000 Contractual exercise price $ 954,000 Risk-free rate 4.41 % Estimated volatility 78.5 % Time period to expiration 3 Years F- 37 A fair value of $ 0.5 million was calculated and recorded within additional paid-in capital on the consolidated balance sheets. The March 2024 Warrants are not exercisable until one year after their date of issuance. Each March 2024 Warrant is exercisable into one share of the Company’s Common Stock at a price per share of $ 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. April 2024 Warrants On April 20, 2024, the Company issued in a private placement equity classified common stock purchase warrants (the “April 2024 Warrants”) to shareholders’ of the Company to purchase up to an aggregate 4 shares of the Company’s Common Stock, in exchange for (1) $ 37,500 per warrant and (2) entering into a lock-up with respect to the shares of common stock held by such holders (the “April Lock-Up Agreement”). 3 of the total April 2024 Warrants issued were issued to directors, related parties and management of the Company. 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 Closing stock price $ 924,000 Contractual exercise price $ 936,000 Risk-free rate 4.81 % Estimated volatility 78.3 % Time period to expiration 3 Years A fair value of $ 2.4 million was calculated and recorded within additional paid-in capital on the -consolidated balance sheets. The April 2024 Warrants are not exercisable until one year after their date of issuance. Each April 2024 Warrant is exercisable into one share of the Company’s Common Stock at a price per share of $ 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 2024 Warrants. Notwithstanding the foregoing, the April 2024 Warrants shall vest, and not be subject to forfeiture, with respect to 25% of such April 2024 Warrants commencing on the 90th day after the date of the April Lock-Up Agreement and 25% on each subsequent 90-day anniversary, in each case vesting only if the holder agrees to continue to have its shares of Common Stock remain locked up pursuant to the April Lock-Up Agreement on such date. Pre-Funded Warrants In 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. F- 38 The 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 Equity. Accordingly, the Pre-Funded Warrants are classified in additional paid-in capital within the Company’s consolidated statements of changes in stockholders’ deficit. Because 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. The 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. During 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. Liability Classified Warrants Pursuant to subscription agreements, 6 PIPE Warrants were issued to the PIPE Investors as of the closing of the Merger. The warrants 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 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 1 shares of Common Stock at an exercise price of $ 3,300,000 per share. The warrants issued to the PIPE Investors and the advisor contain materially the same terms and are exercisable for a period of five years, beginning on October 22, 2023. The PIPE Warrants are exercisable for cash or on a cashless basis, at the holder’s option. The PIPE Warrants are not redeemable by the Company. The A.G.P. Warrants are exercisable for cash or on a cashless basis, at the holder’s option. The Company may call the A.G.P. Warrants for redemption, in whole and not in part, at any time after the A.G.P. Warrants become exercisable and prior to their expiration, at a price of $ 3,000 per A.G.P. Warrant. ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Common Stock equals or exceeds $ 5,400,000 per share (as adjusted for stock splits, stock dividends, recapitalizations and other similar events) for any 20 trading days within a 30-trading day period commencing once the A.G.P. Warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders; and ● provided there is a current registration statement in effect with respect to the shares of Common Stock underlying the A.G.P. Warrants for each day in the 30-trading day period and continuing each thereafter until the redemption date. F- 39 If the Company calls the A.G.P. Warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its A.G.P. Warrant to do so on a “cashless basis.” If our management takes advantage of this option, holders of A.G.P. Warrants would pay the exercise price by surrendering their A.G.P. Warrants for that number of shares of Common Stock as calculated pursuant to the A.G.P. Warrant. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of an A.G.P. Warrant redemption. The exercise of the A.G.P. 2024 Warrants and the issuance of the shares of Common Stock underlying the Warrants is subject to stockholder approval under applicable rules and regulations of Nasdaq. The warrants are exercisable for a period of five years, beginning on the stockholder approval date. The A.G.P 2024 Warrants are exercisable for cash, or on a cashless basis if at the time of exercise there is no effective registration statement registering the resale of the warrant shares. The A.G.P. 2024 Warrants are not redeemable by the Company. On October 29, 2024, the Company recorded a warrant liability of $ 0.2 million. As part of the special meeting of stockholders taking place on January 9, 2025, the stockholders approved the issuance of up to an aggregate of 9 shares of the Company’s common stock upon exercise of the A.G.P. 2024 Warrants. The PIPE Warrants, A.G.P. Warrants, and the A.G.P 2024 Warrants (collectively the “Liability Classified Warrants”) are classified as derivative liabilities because they do not meet the criteria in ASC 815-40 to be considered indexed to the entity’s own stock as the warrants could be settled for an amount that is not equal to the difference between the fair value of a fixed number of the entity’s shares and a fixed monetary amount. The Liability Classified Warrants are initially measured at fair value and are remeasured at fair value at subsequent financial reporting period end dates and upon exercise (see Note 5 for additional information regarding fair value). On December 11, 2024, the Company reduced the exercise price of the PIPE Warrants to be $ 26,490 , at which time all PIPE Warrants were exercised. The Company received approximately $ 0.2 million of proceeds from the exercise of the Warrants, all of which was used to pay down the October 2024 Nirland Note. For 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. 19. Segments The Company has one operating segment focused on the research and development of clinical assets. The accounting policies of the single operating segment are identical to those described in Note 3. 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. The CODM uses consolidated net loss and budget-to-actual variances to assess the performance of the operating segment and determine if the Company is progressing towards its goals. F- 40 The following table presents certain financial data for the Company’s reportable segment (in thousands): Schedule of Financial Data for the Company’s Reportable Segment (Dollar amounts in thousands) 2025 2024 December 31, (Dollar amounts in thousands) 2025 2024 Operating expenses: Research & development expenses-clinical asset development $ 802 $ 3,278 Research & development expense – related parties 3,952 100 Research & development expense – related parties - digital assets 300 - General and administrative expenses – legal & professional fees 4,682 2,258 General and administrative expenses – litigation liability accrual 9,594 - General and administrative expenses – accounting & audit fees 1,749 1,625 General and administrative expenses – salaries, payroll and stock-based compensation 5,020 4,098 General and administrative expenses - issuance of common stock and pre-funded warrants 7,000 - General and administrative expenses - other 3,658 4,060 General and administrative expenses 3,658 4,060 Total operating costs and expenses 36,757 15,419 Operating loss ( 36,757 ) ( 15,419 ) Other expenses: Other expense ( 1,774 ) ( 890 ) Other expense – digital assets ( 402 ) - Total other expense, net ( 2,176 ) ( 890 ) Interest Income 28 13 Interest expense, net ( 319 ) ( 1,506 ) Total other expense, net ( 2,467 ) ( 2,383 ) Net loss $ ( 39,224 ) $ ( 17,802 ) Other segment items consist of the items within Note 17 to the consolidated financial statements. 20. Subsequent Events Equity Purchase Agreement On 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. The 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. Transactions with Investors of Sarborg Limited On 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. As 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. In addition, 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. The 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. Conversions of the A.G.P Convertible Note Subsequent 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 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 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 addendum. Agreement with Maxim Group LLC On 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. Second Additional Agreement with Sarborg On 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 parties. F- 41