What changed in this filing

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Item 1. Legal Proceedings

2026-07-15 compared with 2025-11-13 · 27 added, 23 removed, 9 unchanged (85% of the section changed)

6 unchanged sentences

does not become material in the future.

As of September 30, 2025, a contingency of $0.4 million is considered probable and reasonably

estimable in relation to the Company’s legal proceedings.

As such, the Company accrued an estimated liability in the accompanying

financial statements.

In August 2023, prior to the Business Combination, our now wholly-owned

subsidiary, Conduit Pharmaceuticals Limited, received a letter from Strand Hanson Limited (“Strand”) claiming it was owed

advisory fees pursuant to a previously executed letter.

CDT rejected the claim from Strand and disputed the substance of the letter in

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

it is entitled to be paid the sum of $2 million and, as a result of the completion of the Business Combination, to be issued 541 shares

of Common Stock.

The trial in this matter concluded during October 2025, with a determination not expected until the first quarter of

Regardless of its outcome, the litigation may impact our business due to, among other things, legal costs and the diversion of the

attention of our management.

November and December 2024, the Company received a letter from St George Street Capital and formal complaints filed with the Intellectual

Property Office claiming the Company was assigned the US Application, and was not the sole owner, of the AZD 1656 co-crystal patent.

In January 2025, CDT issued a counter statement to the Intellectual Property Office disputing the claim filed by St George Street Capital.

As of September 30, 2025, the range of possible loss cannot be estimated and is not considered probable.

As such, the Company has not

accrued a loss contingency in the accompanying financial statements.

We intend to vigorously defend against these claims.

of its outcome, the litigation may impact our business due to, among other things, legal costs and the diversion of the attention of

our management.

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

(“CPL”), received a letter from Strand Hanson Limited (“Strand”) claiming it was owed advisory fees pursuant

to a previously executed letter.

CDT rejected and disputes the substance of the letter in fu l.

Fo lowing such rejection, on

September 7, 2023, Strand filed a claim in the Business and Property Courts of England and Wales claiming it is entitled to be paid

the sum of $2 million and, as a result of the completion of the Business Combination, to be issued 21 shares of common stock.

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

liability of $0.4 million in the accompanying financial statements.

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

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

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

The Company sold CPL, including the potential liability

associated with the litigation, to Corvus, a wholly-owned subsidiary of the Company’s Chief Executive Officer for a settlement

amount of $7 million that was satisfied through the issuance of shares and pre-funded warrants.

On or about January 13, 2026,

February 20, 2026 and March 4, 2026, CDT received correspondence from Strand, in which, Strand seeks to recover from CDT a judgment

it obtained against CPL from the High Court of England and Wales on December 16, 2025 (the “Judgment”), in the amount of

approximately $7 million, plus interest and repayment of a fraction of Strand’s costs.

CDT denies any and all

On December 18, 2024, Conduit UK Management Limited (“Conduit UK”)

received a notification from the UK Intellectual Property Office (“UK IPO”) notifying the company that St George Street Capital

had initiated patent entitlement proceedings with respect to patent application PCT/IB2022/00775 (“Patent Application”).

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

each of the three inventors named in the Patent Application filed simultaneous counterstatements fully supporting Conduit UK’s position,

and assertions that the claims are without merit.

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

Risk Factors.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings