What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 955 added, 795 removed, 573 unchanged (75% of the section changed)

Financial Statements.

PHARMACEUTICALS INC.

CDT EQUITY INC.

CONSOLIDATED BALANCE SHEETS

thousands, except share and per share amounts)

Current assets

Cash and cash equivalents

and cash equivalents

R&D services- related party (see Note 6 and Note 11)

R&D services (see Note 6)

Prepaid expenses and other current assets

Total current assets

Operating lease right-of-use assets.

Property, plant and equipment, net

Prepaid expenses and other long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

expenses and other current assets

current assets

lease right-of-use assets, net

and clinical assets, net

expenses and other long-term assets

AND STOCKHOLDERS’ EQUITY (DEFICIT)

expenses and other current liabilities

lease liability, current portion

promissory note payable

promissory notes payable at fair value

promissory notes payable at fair value – related parties

promissory notes payable at fair value

payable – related parties

current liabilities

Accounts payable

Accrued expenses and other current liabilities

Operating lease liability, current portion

Convertible promissory note payable

Convertible promissory notes payable at fair value

Convertible promissory notes payable at fair value – related parties

Convertible promissory notes payable at fair value

Notes payable

Notes payable – related parties

Notes payable

Total current liabilities

Operating lease liability, non-current portion

Derivative warrant liability

Total liabilities

Commitments and contingencies (see Note 15)

lease liability, non-current portion

warrant liability

and contingencies (see Note 14)

Stockholders’

equity (deficit)

stock, par value $ 0.0001 ;

250,000,000 shares authorized at June 30, 2025 and December 31, 2024, respectively, 2,405,129 shares and

92,320 shares issued at June 30, 2025 and December 31, 2024, respectively, and 2,393,416 and 92,320 shares outstanding at June 30,

2025 and December 31, 2024, respectively

stock, par value $ 0.0001 ;

1,000,000 shares authorized at June 30, 2025 and December 31, 2024, respectively;

nil shares issued and

outstanding at June 30, 2025 and December 31, 2024

paid-in capital

11,713 shares and nil shares issued at June 30, 2025 and December 31, 2024, respectively, at cost

other comprehensive income

stockholders’ equity (deficit)

Common stock, par value $ 0.0001 ;

250,000,000 shares authorized at March 31, 2025 and December 31, 2024, respectively, 9,512,058 shares and 1,384,801 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Preferred stock, par value $ 0.0001 ;

1,000,000 shares authorized at March 31, 2025 and December 31, 2024, respectively;

nil shares issued and outstanding at March 31, 2025 and December 31, 2024

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

liabilities and stockholders’ equity (deficit)

accompanying notes are an integral part of these condensed consolidated financial statements.

PHARMACEUTICALS INC.

CDT EQUITY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

thousands, except share and per share amounts)

Three Months ended March 31,

Months ended June 30,

and development expenses

and administrative expenses

operating expenses

Research and development expenses

General and administrative expenses

Total operating expenses

Operating loss

Other income (expense):

Other income (expense), net

Interest income

Interest expense

Total other (expense) income, net

Basic and diluted net loss per share

Basic weighted-average common shares outstanding

Diluted weighted-average common shares outstanding

income (expense):

other expense, net

and diluted net loss per share

and diluted weighted-average common shares outstanding

Comprehensive

currency translation adjustment

comprehensive loss

Foreign currency translation adjustment

Total comprehensive loss

accompanying notes are an integral part of these condensed consolidated financial statements.

PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

CDT EQUITY INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

thousands, except share amounts)

Additional paid-in

Accumulated other comprehensive

Total stockholders’ Equity

Balance at January 1, 2025

Issuance of common stock for services

Issuance of common stock under the ATM program

Issuance of common stock upon exercise of conversion option

Stock-based compensation

Foreign currency translation adjustment

Balance at March 31, 2025

Additional paid-in

Accumulated other comprehensive

comprehensive

stockholders’ equity

at April 1, 2025

of Common Stock for services

of Common Stock under the ATM Program

of Common Stock upon exercise of conversion option

Share Repurchases

currency translation adjustment

Balance at June

other comprehensive

Total stockholders’

Balance at January 1, 2024

Issuance of Warrants for lock-up

Stock-based compensation

Foreign currency translation adjustment

Balance at March 31, 2024

at January 1, 2025

of Common Stock for services

of Common Stock under the ATM Program

of Common Stock upon exercise of conversion option

Share Repurchases

currency translation adjustment

Balance at June

comprehensive

stockholders’ equity

at April 1, 2024

of Common Stock for services

of Common Stock upon vesting of restricted stock units

Issuance of Warrants

currency translation adjustment

Balance at June

comprehensive

stockholders’

at January 1, 2024

of Common Stock for services

of Common Stock upon vesting of restricted stock units

Issuance of Warrants

currency translation adjustment

Balance at June

accompanying notes are an integral part of these condensed consolidated financial statements.

PHARMACEUTICALS INC.

CDT EQUITY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months ended March 31,

Months ended June 30,

flows used in operating activities:

to reconcile net loss to net cash used in operating activities:

on debt extinguishment, net

foreign exchange loss

on change in fair value of convertible notes payable

on change in fair value of derivative warrant liability

on waiver of accrued interest

lease expense

of warrants for lock-up

compensation expense

interest expense

lease obligations

of financed directors and officers insurance

of common stock for services

in operating assets and liabilities:

expenses and other current assets

expenses and other liabilities

cash flows used in operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on debt extinguishment, net

Unrealized foreign exchange loss (gain)

Gain on debt extinguishment

Gain on change in fair value of warrants

Gain on waiver of accrued interest

Operating lease obligations

Issuance of warrants for lock-up

Stock-based compensation expense

Non-cash interest expense

Depreciation expense

Amortization of financed Directors and Officers insurance

Amortization Expense

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable

Accrued expenses and other liabilities

Lease liability

Net cash flows used in operating activities

flows used in investing activities:

of equipment and clinical assets

of short-term investments

from the sale of short-term investments

cash flows used in investing activities

Purchases if property and equipment

Net cash flows used in investing activities

flows provided by financing activities:

from issuance of warrants from lock-up

from issuance of common shares related to the ATM program

of notes payable – related parties

of notes payable

of convertible notes payable – related parties

of convertible notes payable

of treasury stock

cash flows provided by financing activities

Proceeds from issuance of common shares related to ATM program

Repayment of notes payable – related parties

Repayment of notes payable

Repayment of convertible notes payable - related parties

Repayment of convertible notes payable

Net cash flows provided by financing activities

Net change in cash and cash equivalents before effect of exchange rate changes

Effect of exchange rate changes on cash and cash equivalents

Net change in cash

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Non-cash investing and financing activities

Right of Use Asset obtained in exchange for Operating Lease Liabilities

Issuance of Common Stock Upon Exercise of Conversion Option

Supplemental Cash Disclosures

Cash paid for interest

change in cash and cash equivalents before effect of exchange rate changes

of exchange rate changes on cash and cash equivalents

change in cash

and cash equivalents at beginning of period

and cash equivalents at end of period

cash flow information:

paid for interest

investing and financing activities

assets obtained in exchange for operating lease liabilities

of common stock upon exercise of conversion option

Issuance of common stock for services

of PP&E in accounts payable

from issuance of warrants for lock-up

accompanying notes are an integral part of these condensed consolidated financial statements.

PHARMACEUTICALS INC.

CDT EQUITY INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nature of the Business, Basis of Presentation and Summary of Significant Accounting Policies

Conduit Pharmaceuticals Inc.,

a Delaware corporation (“Conduit” or the “Company”), is a dynamic, multi-asset clinical stage, life science company

delivering an efficient model for compound development.

Conduit both acquires and funds the development of Phase 2-ready assets, building

an integrated and advanced platform-driven approach powered by artificial intelligence (AI) and cybernetics, and seeking an exit through

third-party license deals following successful clinical trials.

Our novel approach addresses unmet medical needs and lengthens the intellectual

property for our existing assets through cutting-edge solid-form technology with the expectation of commercializing these products with

life science companies.

Led by a highly experienced team of executives including Dr.

Andrew Regan and Dr.

Freda Lewis-Hall, this

novel approach is a departure from the traditional pharma/biotech business model of taking assets through regulatory approval.

time, we do not expect that we will commercialize any clinical assets or seek marketing approval from the FDA (or similar organizations)

as we intend to enter into agreements with third parties for each such clinical asset that would provide that such third party would pursue

the further development, commercialization, and marketing of such assets.

Equity Inc., formerly Conduit Pharmaceuticals Inc., a Delaware corporation (“CDT” or the “Company”), is a

data-driven pharma ceutical development company focused on

identifying, enhancing, and advancing high-potential therapeutic assets through scientific innovation and strategic partnerships.

The company has evolved into a broader, more agile platform that leverages artificial intelligence, solid-form chemistry, and

efficient asset repositioning to accelerate the development of novel treatments.

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, we improve drug properties and extend patent life by up to 20 years.

In partnership with Sarborg, we also apply

AI-powered disease mapping to rapidly identify new therapeutic applications for existing compounds.

pipeline includes candidates that target autoimmune disorders, as well as idiopathic male infertility, oncology, dermatology, and animal

Ongoing in vitro and in vivo studies, guided by AI insights, are designed to support licensing and commercialization partnerships,

We will seek an exit through third-party license deals following successful in vitro and in vivo pre-clinical trials, entering into agreements

with third-parties to pursue further development, FDA approval, commercialization and marketing of our assets.

with a lean, asset-agnostic model, CDT Equity Inc.

prioritizes speed, adaptability, and capital efficiency.

We avoid the cost burden

of late-stage clinical trials, focusing instead on high-leverage development strategies.

September 22, 2023 (the “Closing Date”), a merger transaction between Conduit Pharmaceuticals Limited (“Old Conduit”),

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Pharmaceuticals Inc.

The common stock of the Company commenced trading on The Nasdaq Global Market under the symbol “CDT”

on September 25, 2023, and the Company’s warrants commenced trading on The Nasdaq Capital Market under the symbol “CDTTW”

on September 25, 2023.

On September 25, 2023, the Company’s Common Stock commenced trading on The Nasdaq Capital Market under the

symbol “CDT” and the Company’s warrants commenced trading on The Nasdaq Capital Market under the symbol “CDTTW”.

Effective August 5, 2025, the Company changed its name from Conduit Pharmaceuticals Inc.

to CDT Equity Inc.

Our change to CDT Equity

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.

of Presentation

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Standards Update (“ASUs”).

accompanying interim unaudited condensed consolidated financial statements included in this quarterly report have been prepared in accordance

GAAP and, in the opinion of the Company, contain all adjustments, consisting of only normal recurring adjustments, necessary

for a fair statement of its financial position as of March 31, 2025, and its results of operations for the three months ended March 31,

2025 and 2024, and cash flows for the three months ended March 31, 2025 and March 31, 2024.

The condensed consolidated balance sheet

at December 31, 2024, was derived from the audited annual financial statements but does not contain all of the footnote disclosures from

the annual financial statements.

Reclassifications

certain instances, amounts reported in prior years’ consolidated financial statements have been reclassified to conform to the current

presentation.

Such reclassifications had no effect on previously reported stockholders’ equity (deficit) or net loss.

accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S.

for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for complete financial statements.

unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the

opinion of management, necessary to a fair statement of the results for the interim periods presented.

Unaudited interim results are

not necessarily indicative of the results for the full fiscal year.

These condensed consolidated financial statements should be read

along with our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025.

The consolidated balance sheet as of December 31, 2024 was derived from the audited

consolidated financial statements as of and for the year then ended.

of Consolidation

accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries

Conduit UK Management Ltd.

accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned

subsidiaries Conduit UK Management Ltd.

(United Kingdom) and Conduit Pharmaceuticals, Ltd.

(Cayman Islands).

As used herein, references to the “Company”

include references to Conduit Pharmaceuticals Inc.

As used herein,

references to the “Company” or “CDT” include references to CDT Equity Inc.

and its subsidiaries.

All intercompany balances and transactions have been eliminated

in consolidation.

intercompany balances and transactions have been eliminated in consolidation.

and Going Concern

accordance with Accounting Standards Codification (“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 March 31, 2025, the Company had an accumulated deficit of $ 34.2 million.

As of March 31, 2025 and December 31, 2024,

the Company had cash and cash equivalents of $ 2.1 million and $ 0.6 million, respectively.

For the three months

ended March 31, 2025 and 2024, the Company had net losses of $ 5.1 million and $ 3.6 million, respectively, and cash used in operating

activities of $ 4.3 million and $ 2.4 million, respectively.

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 June 30, 2025, the Company

had an accumulated deficit of $ 39.9

As of June 30, 2025 and December 31, 2024, the Company

had cash and cash equivalents of $ 3.3 million

and $ 0.6 million,

respectively.

For the six months ended June 30, 2025 and 2024, the Company had net losses of $ 10.8

million and $ 8.9

million, respectively, and cash used in operating activities

million and $ 3.9

million, respectively.

has determined that it does not have sufficient cash and other sources of liquidity to fund its current business plan.

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Company’s expectation is to generate operating losses and negative operating cash flows in the future and will need additional

funding to support its current business plan in addition to the remaining at the market offering program (the “Sales

Agreement”) of approximately $ 12.0

million (see Note 10), as of the financial statement issuance 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.

funding to support its current business plan in addition to the remaining at the market offering program (the “Sales Agreement”)

of approximately $ 8.2 million (see Note 9), as of the financial statement issuance 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.

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

when required, the Company would need to delay or curtail its operations and its research and development activities until such funding

is received, all of which could have a material adverse effect on the Company and its financial condition.

financial statements have been prepared assuming the Company will continue as a going concern and do not include adjustments to reflect

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January 24, 2025, the Company amended its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the

State of Delaware in order to effect a 1-for-100 reverse stock split of its outstanding shares of common stock (the “Reverse Stock

As a result of the reverse stock split, every 100 shares of the Company’s common stock issued or outstanding were

automatically reclassified into one new share of common stock, subject to the treatment of fractional shares as described below, without

any action on the part of the holders.

All historical share and per-share amounts reflected throughout the accompanying consolidated

financial statements and other financial information in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect

the 2025 Reverse Stock Split as if the split occurred as of the earliest period presented.

The Reverse Stock Split did not affect the

number of authorized shares of common stock or the par value of the common stock.

No fractional shares were issued in connection with

the Reverse Stock Split.

Stockholders who would otherwise have been entitled to receive fractional shares as a result of the Reverse

Stock Split were entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise

be entitled multiplied by the closing price per share of the common stock (as adjusted to give effect to the Reverse Stock Split) on

The Nasdaq Global Market on January 24, 2025.

State of Delaware in order to effect a 1-for-100 reverse stock split of its outstanding shares of Common Stock (the “January Reverse

Stock Split”).

As a result of the reverse stock split, every 100 shares of the Company’s Common Stock issued or outstanding

were automatically reclassified into one new share of Common Stock, subject to the treatment of fractional shares as described below,

without any action on the part of the holders.

The January Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock.

No fractional shares were issued in connection with the January Reverse Stock Split.

who would otherwise have been entitled to receive fractional shares as a result of the January Reverse Stock Split were entitled to a

cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the

closing price per share of the Common Stock (as adjusted to give effect to the January Reverse Stock Split) on The Nasdaq Global Market

on January 24, 2025.

May 15, 2025, the Company amended its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the

State of Delaware to effectuate a 1-for-15

reverse stock split of the outstanding shares of the Company’s Common Stock (the “May Reverse Stock Split”).

the Company’s Special Meeting of Stockholders on May 5, 2025, stockholders approved the reverse stock split and granted the

Company’s Board of Directors (the “Board”) the authority to determine the exact split ratio and when to proceed

with the reverse stock split.

The May Reverse Stock Split became effective on May 19, 2025, at 5:00 p.m., Eastern Time (the

“Effective Time”) and the Common Stock began trading on The Nasdaq Global Market on a May Reverse Stock Split-adjusted

basis on May 20, 2025, at market open under the existing ticker symbol, “CDT.” As of the Effective Time, every 15 shares

of the Company’s issued and outstanding Common Stock was combined into one share of Common Stock.

The May Reverse Stock Split

did not affect the number of authorized shares of Common Stock or the par value of the Common Stock.

No fractional shares were

issued in connection with the May Reverse Stock Split.

Stockholders who would otherwise have been entitled to receive fractional

shares as a result of the May Reverse Stock Split were entitled to a cash payment in lieu thereof at a price equal to the fraction

to which the stockholder would otherwise be entitled multiplied by the closing price per share of the Common Stock (as adjusted to

give effect to the May Reverse Stock Split) on The Nasdaq Global Market on May 20, 2025.

historical share and per-share amounts reflected throughout the accompanying consolidated financial statements and other financial information

in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the January Reverse Stock Split and May Reverse Stock

Split as if the splits occurred as of the earliest period presented.

Risks and Uncertainties

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 and cash flow from royalties or product sales.

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.

Company is also subject to risks associated with the Nasdaq Stock Market (“Nasdaq”) correspondence and subsequent Nasdaq

Capital Market Listing application.

August 2024, the Company received deficiency letters from Nasdaq notifying the Company that it was not in compliance with Listing

Rule 5450(a)(1) (the “Bid Price Rule”), Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”) and Listing Rule 5450(b)(2)(A)

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 14 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 and cash flow from royalties or product

Company licenses clinical assets from AstraZeneca (see Note 6 for further detail).

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.

Related party transactions and arrangements, specifically research and development related transactions, the Company enters into subject

the Company to certain risks.

Related party transactions in general are regarded as increasing the risk of omissions or misstatements

in financial reporting, the risk of transactions being done on other than arm’s length terms due to the close ties between the parties

involved and the risk of regulatory non-compliance.

In addition, related-party transactions present potential conflicts of interest that

could result in decisions that prioritize the economic interests of certain individuals over those of the primary purpose of the research

and development, our company and its stockholders.

In the instance of a dispute under any related-party agreement, the interests of affiliated

parties may not align with the Company’s interest, and the resolution of such disputes may be less favorable than what the Company

might achieve in a transaction with an unaffiliated third party.

Company is also subject to risks associated with the Nasdaq Stock Market (“Nasdaq”) correspondence.

August 2024, the Company received deficiency letters from Nasdaq notifying the Company that it was not in compliance with Listing Rule

5450(a)(1) (the “Bid Price Rule”), Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”) and Listing Rule 5450(b)(2)(A)

(the “MVLS Rule”, together with the Bid Price Rule and the MVPHS Rule, the “Rules”).

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On March 5, 2025, the Company received a written

notification (the “Notice”) from the Panel confirming it has granted the Company such an extension for the Company to regain

notification (the “Notice”) from the Panel confirming it had granted the Company an extension to regain

compliance with the MVPHS and MVLS rules, provided that the Company, (i) on or before March 12, 2025, files an application to transfer

to The Nasdaq Capital Market, which application was submitted on March 7, 2025, and (ii) on or before March 31, 2025, demonstrates compliance

with all Nasdaq listing rules, which the Company believe it has.

To date, the Company has not been notified

by Nasdaq whether its application to transfer to the Nasdaq Capital has been accepted and the Company continues to trade on the Nasdaq

Global Market.

Additionally, the Company was also notified in the Notice that as of February 26, 2025, it had regained compliance with

the Bid Price Rule.

with all Nasdaq listing rules.

The Company was notified in the Notice that as of February 26, 2025, it had regained compliance with the

Bid Price Rule.

There is no guarantee that the Company can maintain ongoing compliance with the Bid Price Rule.

On May 15, 2025, the

Company received formal notice from Nasdaq that the Company has regained compliance with Nasdaq’s minimum bid price requirement

(the “Bid Price Requirement”) set forth in Nasdaq Listing Rule 5550(a)(2), as well as Nasdaq’s stockholders’

equity requirement (“Equity Requirement”) set forth in Nasdaq Listing Rule 5550(b)(1).

On May 21, 2025, the Company received

formal notice from Nasdaq that the Company’s application to transfer the listing of its Common Stock to The Nasdaq Capital Market

had been approved and the Company’s securities were transferred to The Nasdaq Capital Market at the opening of business on May

of Significant Accounting Policies

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and cash equivalents are primarily maintained with major financial institutions in the United States and the United Kingdom.

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 UK bank account, with a

year-end balance of approximately £ 206,000

(or approximately $ 266,000 )

exceeds the country’s deposit limit of £ 85,000

(approximately $ 110,000 ).

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 three

months ended March 31, 2025.

Company had $ 2.1 million and $ 0.6 million in cash and cash equivalents on hand as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, $ 4,000 of the Company’s $ 2.1 million cash and cash equivalents balance was invested in money market

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.

UK bank account, with a balance at June 30, 2025 of approximately £ 270,000 (or approximately $ 370,000 ) exceeds the country’s

deposit limit of £ 85,000 (approximately $ 110,000 ).

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

The Company has not experienced any losses on any accounts through the six months ended June 30, 2025.

Company had $ 3.3 million and $ 0.6 million in cash and cash equivalents on hand as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, $ 0.3 million of the Company’s $ 3.3 million cash and cash equivalents balance was invested in money market

The money market funds do not have significant liquidity restrictions that would require the exclusion from cash and cash equivalents .

Value Measurements

Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value, and expands

disclosures about fair value measurements.

Fair value is to be determined based on the exchange price that would be received for an asset

or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly

transaction between market participants.

Topic 820, Fair Value Measurements and Disclosures , defines fair value, establishes a framework for measuring fair value, and

expands disclosures about fair value measurements.

Fair value is to be determined based on the exchange price that would be received

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants.

In determining fair value, the Company used various valuation approaches.

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.

value hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes

the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are those that

market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

inputs reflect the Company’s assumption about the inputs that market participants would use in pricing the asset or liability developed

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the value of accrued expenses and other current liabilities approximate fair value due to the short-term nature of these assets and liabilities.

of March 31, 2025, the Company has two financial liabilities, warrant liabilities for which the fair value is determined based on Level

of June 30, 2025, 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.

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programs, see Note 6 for further discussion of research and development expense.

Conduit holds all licenses to conduct clinical research

through a third-party pharmaceutical company.

CDT licenses its assets from a large pharmaceutical company and conducts clinical research with third-party contract

research organizations.

The Company expenses research and development costs and intangible assets acquired that

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or until it is no longer expected that the goods will be delivered, or the services rendered.

Research and Development Assets

Company accounts for its research and development costs in accordance with ASC 730, Research and Development .

ASC 730 requires

that research and development are generally recognized as an expense as incurred.

However, some costs associated with research and development

activities that have an alternative future use may be capitalizable.

Purchases of assets related to research and development activities

are evaluated based on the usefulness to the Company currently and for alternative future uses.

Purchased research and development assets

with alternative future use are recorded at cost and subsequently amortized using the straight-line method over their estimated useful

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 also has the alternative future

use of utilizing the predictive modeling capability to track and evaluate delisted patents in the marketplace to potentially facilitate

strategic entry into de-prioritized asset markets that might be otherwise overlooked by other market participants.

The asset is depreciated

on a straight-line basis over its useful life of two years.

Topic 740, Income Taxes , sets forth standards for financial presentation and disclosure of income tax liabilities and expense.

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any tax benefits of which future realization is uncertain.

Earnings/(Net

Loss per Share Attributable to Common Stockholders

Company calculates basic and diluted earnings/(net loss) per share under ASC Topic 260, Earnings Per Share .

Basic earnings/(net

loss) per share is computed by dividing the net income/(loss) by the number of weighted-average common shares outstanding for the period.

Diluted earnings/(net loss) is computed by adjusting net income/(loss) based on the impact of any dilutive instruments.

Diluted earnings/(net

loss) per share is computed by dividing the diluted net income/(loss) by the number of weighted-average common shares outstanding for

the period including the effect, if dilutive, of any instruments that can be settled in common shares.

When computing diluted net income/(loss)

per share, the numerator is adjusted to eliminate the effects that have been recorded in net income/(loss) (net of tax, if any) attributable

to any liability-classified dilutive instruments.

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.

computing diluted net loss per share, the numerator is adjusted to eliminate the effects that have been recorded in net loss (net of tax,

if any) attributable to any liability-classified dilutive instruments.

Company determines the accounting classification of Warrants as either liability or equity by first assessing whether the Warrants meet

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:

liability classification in accordance with ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

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.

(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.

financial instruments, such as the Warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether

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shares and a fixed monetary amount (or a fixed amount of a debt instrument) and must be classified as a liability.

Equity Classified Warrants are recorded in stockholders’ equity (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.

Equity Classified Warrants are recorded in stockholders’ equity (deficit) and the Liability Classified Warrants are recorded

as liabilities in the Condensed Consolidated Balance Sheet.

The Liability Classified Warrants are remeasured each period with

changes in fair value recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Currency Translation

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by federal, state, and foreign jurisdictions.

ASU 2023-09 is effective for the Company in its annual reporting for fiscal

2025 on a prospective basis.

ASU 2023-09 is effective for the Company in its annual reporting for fiscal 2025 on a prospective

Early adoption and retrospective reporting are permitted.

The Company does not plan to adopt this standard

The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements.

The Company does not plan to adopt this standard early.

is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements.

November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

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impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures.

the period ended March 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 March 31, 2025 the Company’s 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 March 31, 2025

Cash equivalents

Convertible note payable, at fair value

Liability Classified Warrants

Total Liabilities

following table presents as of December 31, 2024 the Company’s liabilities subject to measurement at fair value on a recurring

following table presents as of June 30, 2025 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

Cash equivalents

Convertible notes payable, at fair value

Liability Classified Warrants

Total Liabilities

equivalents consist of highly liquid money market funds with maturities of three months or less and are reflected in the Condensed consolidated

balance sheets at carrying value, which approximates fair value due to their short-term nature.

Schedule of Assets Subject to Measurement at Fair Value on Recurring Basis

Value Measurements as of June 30, 2025

notes payable, at fair value

Classified Warrants

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):

Value Measurements as of December 31, 2024

notes payable, at fair value

Classified Warrants

following table presents additional information about the Convertible Notes Payable subject to measurement at fair value on a recurring

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Schedule of Additional Information About the Financial Liabilities Subject To Measurement at Fair Value

Convertible Notes

Liability Classified Warrants

Balance as of December 31, 2024

Repayment of convertible note

Change in fair value

as of December 31, 2024

of convertible notes

in fair value

Balance as of March

Conversion of convertible notes

Interest expense

in fair value

as of June 30, 2025

the three and six months ended June 30, 2025, there were no transfers between Level 1 and Level 2, nor into or out of Level 3.

Notes Payable

As discussed in Note 4, 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.

discussed in Note 4, 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 4, during November

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 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.

As of March 31, 2025, no obligations remain under the August 2024 Nirland Note (refer to Note 4 for details) and therefore only

the fair value of the A.G.P.

Additionally,

as discussed in Note 4, during November 2024, the Company issued to A.G.P./Alliance Global Partners (“A.G.P.”) a convertible promissory note (the “A.G.P.

Note”) in the principal amount of $ 5.7 million to evidence the A.G.P.’s currently owed deferred commission payable.

Company elected to account for the August 2024 Nirland Note and A.G.P.

Convertible Note (collectively the “Convertible Notes Payable”)

at fair value.

The fair value of the Convertible Notes Payable is estimated each period using a binomial lattice model.

Significant estimates

in the binomial lattice model include the Company’s stock price, volatility, risk-free rate, corporate bond yield, credit spread,

probability of default, and recovery upon default.

of June 30, 2025, no obligations remain under the August 2024 Nirland Note (refer to Note 4 for details) and therefore only the fair

value of the A.G.P.

Convertible Note was estimated using a binomial lattice model.

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Convertible Note

as of March 31, 2025, and December 31, 2024:

as of June 30, 2025, and December 31, 2024:

Schedule of Fair Value of Assumptions

Corporate bond yield

Credit Spread

Probability of Default

Recovery upon default

Classified Warrants

2024 Warrants, as defined in Note 14, are accounted for as liabilities in accordance with

ASC 815-40 and are presented within Warrant liabilities in the condensed 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 condensed

consolidated statements of operations and comprehensive loss.

2024 Warrants, as defined in Note 13, are accounted for as liabilities in accordance with ASC 815-40 and are presented within

Warrant liabilities in the condensed 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 condensed consolidated statements of

operations and comprehensive loss.

measurement of the A.G.P.

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The Company estimated the fair value of the A.G.P.

2024 Warrants as of March 31, 2025 and

December 31, 2024, utilizing a Black-Scholes option-pricing model with the following assumptions:

2024 Warrants as of June 30, 2025 and December

31, 2024, utilizing a Black-Scholes option-pricing model with the following assumptions:

Schedule of Fair Value of Assumptions

March 31, 2025

December 31, 2024

Closing stock price

Contractual exercise price

Risk-free rate

Estimated volatility

Time period to expiration (in years)

Contractual exercise

period to expiration (in years)

Balance Sheet Details

Prepaid expenses and other current

assets consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

expenses and other current assets consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

Schedule of Balance Sheet Details

March 31, 2025

December 31, 2024

Prepaid directors’ and officers’ insurance

Prepaid expenses

Prepaid expenses – related parties

Prepaid expenses

Other receivables

Total prepaid expenses and other current assets

Expenses and other current liabilities consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

directors’ and officers’ insurance

expenses – related parties

prepaid expenses and other current assets

expenses and other current liabilities consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

Schedule of Accrued Expenses and Other Current Liabilities

March 31, 2025

December 31, 2024

Accrued professional fees

Accrued board of director fees

Accrued research & development costs

Accrued payroll

Accrued legal contingency

Accrued interest

Accrued commission payable

Total accrued expenses and other current liabilities

professional fees

board of director fees

research & development costs

legal contingency

commission payable

accrued expenses and other current liabilities

Convertible Notes Payable

Promissory Notes Payable

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.

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 March 2023 Convertible Note in full.

The Company repaid the loan holder the settlement amount of $ 0.7 million on

March 13, 2025 .

Promissory Note Payable

March 2023, the Company issued a convertible promissory note payable (the “Convertible Promissory Note Payable”) with an

aggregate principal amount of $ 0.8 million

to a non-related third party.

Convertible Promissory Note Payable had a maturity date of 18 months from the date of issuance and 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.

March 6, 2025, the Company reached a Settlement Agreement (the “Settlement Agreement”) with the loan holder to pay

million in order to settle the Convertible Promissory Note Payable in full.

The Company repaid the loan holder the settlement amount

million on March 13, 2025 .

The Settlement Agreement and subsequent repayment was treated as a debt extinguishment under ASC

the three months ended March 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 (ii) the $ 0.7

million repayment of the March 2023 Convertible Note.

The $ 0.1 million gain on debt extinguishment was recorded within other income (expense)

in the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2025.

During the three and six months ended June 30, 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.

million gain on debt extinguishment was recorded within other income (expense) in the condensed consolidated statement of operations

and comprehensive loss for the six months ended June 30, 2025.

connection with the Settlement Agreement, the Company entered into a consulting agreement with a third party to negotiate the settlement

of the convertible note with the loan holder on behalf of the Company.

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 73,074 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 $ 0.89 .

The $ 0.1 million was recorded as interest expense in the condensed consolidated statement of operations and comprehensive income

loss for the three months ended March 31, 2025.

the three months ended March 31, 2025, and March 31, 2024, the Company incurred interest expense on the Convertible Promissory Note Payable

of $ 0 and $ 40,000 , respectively.

On March 31, 2025, the Company issued 4,872 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 $ 13.35 .

The $ 0.1 million was recorded as interest expense in the condensed consolidated

statement of operations and comprehensive income loss for the six months ended June 30, 2025.

the three months ended June 30, 2025 and 2024, the Company incurred interest expense on the Convertible Promissory Note Payable of zero

and $ 40,000 , respectively.

For the six months ended June 30, 2025 and 2024, the Company incurred interest expense on the Convertible

Promissory Note Payable of $ 0.1 million and $ 0.1 million, respectively.

2024 Nirland Note

On August 6, 2024, the Company

entered into August 2024 Nirland Note with Nirland, a related party of the Company, pursuant to which the Company issued and sold to Nirland

the August 2024 Note in the original principal amount of $2.7 million, inclusive of a $0.5 million original issuance discount.

Note 11 for further reference to the relationship between the Company and Nirland.

Of the total amount of the August 2024 Nirland Note,

August 6, 2024, the Company entered into August 2024 Nirland Note with Nirland Limited (“Nirland”), a related party of the Company, pursuant to which

the Company issued and sold to Nirland the August 2024 Note in the original principal amount of $ 2.7

million, inclusive of a $ 0.5

million original issuance discount.

See Note 10 for further reference to the relationship between the Company and Nirland.

total amount of the August 2024 Nirland Note, $ 1.7

million was issued upon execution of the August 2024 Nirland Note.

The balance of $0.5 million was provided to the Company when

the shares were registered for resale in September 2024.

In the event the Company completes any public or private equity or debt financing,

the Company shall be required to mandatorily prepay (“Mandatory Prepayment Right”), any amounts that may be then outstanding

under the August 2024 Nirland Note, within two business days following the closing of such financing, in an amount of no less than 75%

The balance of $ 0.5

million was provided to the Company when the shares were registered for resale in September 2024.

In the event the Company completes

any public or private equity or debt financing, the Company shall be required to mandatorily prepay (“Mandatory Prepayment

Right”), any amounts that may be then outstanding under the August 2024 Nirland Note, within two business days following the

closing of such financing, in an amount of no less than 75 %

of the net proceeds received.

Per the terms of the August 2024 Nirland Note, the Company was prohibited from entering into a variable

rate transaction without prior written consent from Nirland.

The August 2024 Nirland Note bore interest at a rate of 12% per annum,

accruing daily on a 365-day basis, payable monthly in arrears as cash, or accrued at Nirland’s discretion.

The August 2024

Nirland Note was scheduled to mature 12 months from August 6, 2024.

Per the terms of the August 2024 Nirland Note, the Company was prohibited from entering into a

variable rate transaction without prior written consent from Nirland.

The August 2024 Nirland Note bore interest at a rate of 12 %

per annum, accruing daily on a 365-day basis, payable monthly in arrears as cash, or accrued at Nirland’s discretion.

August 2024 Nirland Note was scheduled to mature 12 months from August 6, 2024.

October 31, 2024, the Company and Nirland amended the August 2024 Nirland Note (the “First Amendment”), whereby the August

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would be determined by dividing (x) such conversion amount by (y) the conversion price.

Conversion amount means two

and one quarter times the sum of (x) portion of the principal to be converted, redeemed or otherwise with respect to which this determination

is being made and (y) all accrued and unpaid interest with respect to such portion of the principal amount, if any.

Conversion price

means, as of any conversion date or other date of determination, $ 10.00 , subject to adjustment as provided within the amended agreement.

Company evaluated the conversion feature of this note offering for embedded derivatives in accordance with ASC 815, Derivatives

and Hedging , and the substantial premium model in accordance with ASC 470, Debt .

Based on our assessment,

separate accounting for the conversion feature of this note offering is not required and will be accounted for under the substantial

premium model.

Under the substantial premium model, the excess above the fair value of the August 2024 Nirland Note will be recorded

in additional paid-in-capital.

Conversion amount means two and one quarter times

the sum of (x) portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made

and (y) all accrued and unpaid interest with respect to such portion of the principal amount, if any.

Conversion price means, as of any

conversion date or other date of determination, $ 10.00 , subject to adjustment as provided within the amended agreement.

Company evaluated the conversion feature of this note offering for embedded derivatives in accordance with ASC Topic 815, Derivatives

and Hedging , and the substantial premium model in accordance with ASC Topic 470, Debt .

Based on our assessment, separate

accounting for the conversion feature of this note offering is not required and will be accounted for under the substantial premium

Under the substantial premium model, the excess above the fair value of the August 2024 Nirland Note will be recorded in

additional paid-in-capital.

The August 2024 Nirland Note was carried at amortized cost using the effective interest method.

Company accounted for the First Amendment as a debt extinguishment, as the First Amendment added a substantive conversion option.

On November 22, 2024, the

Company and Nirland entered into a Second Amendment to the August 2024 Nirland Note (the “Second Amendment”).

the Second Amendment, the August 2024 Nirland Note may not be converted (other than partial conversions that may be permitted pursuant

to the rules and regulations of Nasdaq (or any successor entity)) prior to receipt of stockholder approval to provide for such conversion

of the August 2024 Nirland Note, and subsequent issuance of the Company’s Common Stock, pursuant to the stockholder approval rules

under the rules and regulations of The Nasdaq Stock Market.

If the Company had not held a special meeting of the stockholders to approve

the full conversion of the August 2024 Nirland Note on or before January 9, 2025, then the Company was obligated to pay Nirland a penalty

of $0.1 million per day until the special meeting was held.

In addition, the existing conversion rate was amended to be two and one half

times the sum of (x) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being

made and (y) all accrued and unpaid interest (including default interest) with respect to such portion of the principal amount, if any

divided by $0.10, prior to the Reverse Stock Split, (or following any reverse splits that may occur in a ratio greater than 10 to 1, the

lower of such reverse split price and the market price per share at the time of the Conversion Date, but in no event less than $1.00),

subject to adjustment as provided therein and to take into account any future share splits or reverse splits to maintain the economic

equivalence of the conversion rights as at the amendment effective date.

The Company notes that the reverse split provision in the preceding

sentence was tripped, effective January 25, 2025, following the 1-for-100 reverse stock split that occurred on that date.

Company accounted for the First Amendment as a debt extinguishment, as the First Amendment added a substantive conversion

November 22, 2024, the Company and Nirland entered into a Second Amendment to the August 2024 Nirland Note (the “Second Amendment”).

Pursuant to the Second Amendment, the August 2024 Nirland Note may not be converted (other than partial conversions that may be permitted

pursuant to the rules and regulations of Nasdaq (or any successor entity)) prior to receipt of stockholder approval to provide for such

conversion of the August 2024 Nirland Note, and subsequent issuance of the Company’s Common Stock, pursuant to the stockholder

approval rules under the rules and regulations of The Nasdaq Stock Market.

If the Company had not held a special meeting of the stockholders

to approve the full conversion of the August 2024 Nirland Note on or before January 9, 2025, then the Company was obligated to pay Nirland

a penalty of $0.1 million per day until the special meeting was held.

In addition, the existing conversion rate was amended to be two

and one half times the sum of (x) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination

is being made and (y) all accrued and unpaid interest (including default interest) with respect to such portion of the principal amount,

if any divided by $0.10, prior to the Reverse Stock Split, (or following any reverse splits that may occur in a ratio greater than 10

to 1, the lower of such reverse split price and the market price per share at the time of the Conversion Date, but in no event less than

$1.00), subject to adjustment as provided therein and to take into account any future share splits or reverse splits to maintain the

economic equivalence of the conversion rights as at the amendment effective date.

The Company notes that the reverse split provision

in the preceding sentence was tripped following the January Reverse Stock Split.

of the Second Amendment, the Company elected to account for the August 2024 Nirland Note at fair value under ASC 825.

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value of $ 2.8 million.

January and February 2025, Nirland exercised their conversion option and converted $ 1.8

million of principal in exchange for 901,200 shares

January and February 2025, Nirland exercised their conversion option and converted $ 1.8 million of principal in exchange for 60,080 shares

of Common Stock.

In total the Company issued common stock with a fair value of $ 3.7 million

based on the closing stock price on each conversion date and recorded a loss on the change in fair value of $ 1.9

million, calculated as the difference between the fair value of the shares issued and the portion of principal and interest settled.

On February 12, 2025, the Company repaid the remaining unpaid principal and interest of $ 0.9 million

in cash and recorded a gain on extinguishment of $ 0.1

million, calculated as the difference between the remaining fair value of August 2024 Nirland Note, less the amount of cash paid.

of March 31, 2025, no

obligations remained under the August 2024 Nirland Note.

the three months ended March 31, 2025, the Company recorded $ 24,000 of interest expense, presented within Interest expense, net,

in the condensed consolidated statement of operations and comprehensive loss.

In total the Company issued Common Stock with a fair value of $ 3.7 million based on the closing stock price on each

conversion date and recorded a loss on the change in fair value of $ 1.9 million, calculated as the difference between the fair value

of the shares issued and the portion of principal and interest settled.

On February 12, 2025, the Company repaid the remaining unpaid

principal and interest of $ 0.9 million in cash and recorded a gain on extinguishment of $ 0.1 million, calculated as the difference between

the remaining fair value of August 2024 Nirland Note, less the amount of cash paid.

As of June 30, 2025, no obligations remained under

the August 2024 Nirland Note.

the three and six months ended June 30, 2025, the Company recorded $ 24,000

of interest expense, presented within Interest expense,

net, in the condensed consolidated statement of operations and comprehensive loss.

Convertible Note

November 25, 2024, the Company issued to A.G.P.

Convertible Note in the principal

amount of $ 5.7 million to evidence A.G.P.’s currently owed deferred commission payable.

Refer to Note 6 for additional

Unless earlier converted as specified in the Convertible Note, the principal amount, plus all accrued but unpaid interest,

is due on November 25, 2025 (the “Maturity Date”).

A.G.P was a financial advisor

to both MURF and Old Conduit in connection with the Merger transaction.

Upon the completion of the Merger, A.G.P.:

(i) received a cash

fee of $ 6.5 million, 867 shares of Common Stock, and warrants to purchase 36 shares of Common Stock at an exercise price of $ 16,500 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 six months ended June 30, 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 six

months ended June 30, 2025.

For the three and six months ended

June 30, 2025, the Company recorded $ 0.1 million and $ 0.2 million of interest expense related to the deferred commission payable balance

in the condensed consolidated statement of operations and comprehensive income loss, respectively.

On November 25, 2024,

the Company issued to A.G.P.

Convertible Note in the principal amount of $ 5.7 million to evidence A.G.P.’s currently

owed Deferred Commission Payable, at which time the Deferred Commission Payable balance was removed.

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

The convertible promissory note accrues interest at 5.5 % per annum.

any time prior to the full payment of the convertible promissory note, provided that the A.G.P.

has given at least three business

days written notice to the Company, A.G.P., in its sole discretion, may elect to have all or any portion of the outstanding

principal amount and all interest accrued converted into shares of the Company’s common stock, at a fixed price of $ 10.00 (or

following any reverse splits that may occur in a ratio greater than 10 to 1, the lower of such reverse split price and the market

price per share at the time of the conversion date, but in no event less than $ 1.00

(the “Conversion Price Floor”), subject to adjustment as provided therein and to take into account any future share splits or reverse splits.

Company notes that the reverse split provision in the preceding sentence was tripped, effective January 25, 2025, following the

1-for-100 reverse stock split that occurred on that date.

Per the terms of the

Convertible Note, conversion could 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

could 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.

the terms of the A.G.P.

Convertible Note, conversion could 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 A.G.P.

Convertible Note

could also not occur prior to receipt of stockholder approval to provide for such conversion, 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, A.G.P.

will not be entitled to receive the Company’s common stock upon conversion, if

such conversion would result in A.G.P.

owning greater than 9.99 %

of the Company’s then currently outstanding common stock.

is also entitled to resale registration rights as identified

in the convertible promissory note.

As of January 25, 2025, the Company had sufficient authorized shares of common stock to permit

the entire conversion of the convertible promissory note and the Company has also received shareholder approval to allow for the

entire conversion of the convertible promissory note.

Company may prepay the convertible promissory note in whole or in part.

will not be entitled to receive the Company’s Common Stock upon conversion, if such conversion

would result in A.G.P.

owning greater than 9.99 % of the Company’s then currently outstanding Common Stock.

is also entitled

to resale registration rights as identified in the A.G.P.

Convertible Note.

As of January 25, 2025, the Company had sufficient authorized

shares of Common Stock to permit the entire conversion of the A.G.P.

Convertible Note and the Company had also received shareholder

approval to allow for the entire conversion of the convertible promissory note.

Company may prepay the A.G.P.

Convertible 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.

Convertible Note), all outstanding principal and accrued interest under the A.G.P.

Convertible Note will become, or may

become at A.G.P.’s election, immediately due and payable to the A.G.P.

Company elected to account for the A.G.P.

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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 2 for additional information regarding the fair value

measurement of the A.G.P Convertible Promissory Note.

As of December 31, 2024, $ 6.1 million

of principal and accrued interest remained outstanding and the A.G.P.

Convertible Note had a fair value of $ 3.0 million.

Convertible Note to be $ 3.4 million as of November 25, 2024 through the use of a binomial

lattice model.

See Note 2 for additional information regarding the fair value measurement of the A.G.P Convertible Note.

of December 31, 2024, $ 6.1 million of principal and accrued interest remained outstanding and the A.G.P.

Convertible Note had a fair

value of $ 3.0 million.

March 31, 2025, A.G.P.

exercised their conversion option and converted $ 0.4

million of principal and interest in exchange for 430,000

exercised their conversion option and converted $ 0.4 million of principal and interest in exchange for 28,667

shares of Common Stock.

As of March 31, 2025, the Company’s Common Stock price was trading below the Conversion Price Floor.

For the purpose of the March 31, 2025 conversion, the Company waived the Conversion Price Floor and allowed A.G.P.

to convert at a

price of $ 0.89 /share (prior trading day closing stock price).

Upon conversion, the Company recorded a $ 0.2

million loss on the change in fair value based on the difference between (i) the fair value of the common stock issued and (ii) the

percentage of total principal and interest converted ( 6.54 %),

multiplied by the December 31, 2024 valuation of $ 3.0

Additionally,

on March 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 $ 2.7

For the three months ended March 31,

2025, the Company recorded a $ 0.2 million

gain in the change in fair value of the A.G.P.

Convertible Note and interest expense of approximately $ 0.1

As of March 31, 2025, there was approximately $ 5.5 million in outstanding principal and interest remaining

the purpose of the March 31, 2025 conversion, the Company waived the Conversion Price Floor and allowed A.G.P.

to convert at the prior

trading days closing stock price.

Upon conversion, the Company recorded a $ 0.2 million loss on the change in fair value based on the

difference between (i) the fair value of the Common Stock issued and (ii) the percentage of total principal and interest converted ( 6.54 %),

multiplied by the December 31, 2024 valuation of $ 3.0 million.

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

Convertible Note converted $ 0.5

million, $ 0.8 million, $ 0.1 million, $ 0.2 million, and $ 0.2 million of principal and interest into 28,666 , 71,026 , 40,000 , 90,000 , and

100,000 shares of the Company’s Common Stock, respectively.

As of April 16, 2025, the Company’s Common Stock price was trading

below the Conversion Price Floor.

For the purpose of the April 16, 2025 conversion, the Company waived the Conversion Price Floor and

allowed A.G.P.

to convert at the April 16, 2025 closing stock price.

June 30, 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 $ 1.9 million.

For the three months ended June 30, 2025, the Company recorded a $ 0.1 million loss in the

change in fair value of the A.G.P.

Convertible Note and interest expense of approximately $ 0.1 million.

For the six months ended June

30, 2025, the Company recorded a $ 0.1 million gain in the change in fair value of the A.G.P.

Convertible Note and interest expense of

approximately $ 0.1 million.

As of June 30, 2025, there was approximately $ 3.6 million in outstanding principal and interest remaining.

Loans Payable

May 1, 2022, the Company entered into Loan Agreements (the “Loans”) with two lenders, totaling $ 0.2 million.

The Loans mature

two years from the date of the agreement and bear no interest.

Each loan was made available to the Company by the lenders in three tranches

of (i) $ 33,000 (£ 30,000 );

(ii) $ 33,000 (£ 30,000 ) and (iii) $ 28,000 (£ 25,000 ), totaling

$ 0.2 million.

The Loans provided for events of default, including, among others, failure to make payment, bankruptcy and non-compliance

with the terms of the Loans.

As of December 31, 2024, the Company utilized all three tranches of the first loan and two out of three

tranches of the second loan, with loans payable totaling $ 0.2 million.

May 1, 2022, the Company entered into Loan Agreements (the “Loans”) with two lenders, totaling $ 0.2

Loans mature two years from the date of the agreement and bear no interest.

loan was made available to the Company by the lenders in three tranches of (i) $ 33,000

(ii) $ 33,000

and (iii) $ 28,000

The Loans provided for events of default, including, among others, failure to make payment, bankruptcy and non-compliance with the terms

of the Loans.

As of December 31, 2024, the Company utilized all three tranches of the first loan and two out of three tranches of the

second loan, with loans payable totaling $ 0.2

October 9, 2024, the Company and holders of the Loans amended the loan agreements (the “Loans Amendment”) to extend the maturity

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The Loans Amendment also modified the payment terms for the Loans from a cash payment of £ 85,000

£ 85,000 per loan to (1) a cash payment of £ 60,000 , (2) £ 25,000 worth of shares of Common Stock converted

into USD at the prevailing exchange rate, to be issued at the closing market price on the date prior to issuance, and in consideration

for the extension, and (3) 2,500 additional shares of Common stock.

On October 11, 2024, the Company issued each of the Loan

holders 5,690 shares ( 11,380 in total).

Company repaid the lenders the outstanding principal balance of $ 0.1

million in February 2025, in which no obligations remain under the terms of the Loans.

interest expense was recorded for each of the three months ended March 31, 2025 and March 31, 2024.

per loan to (1) a cash payment of £ 60,000 , (2) £ 25,000 worth of shares of Common Stock converted into USD at the prevailing

exchange rate, to be issued at the closing market price on the date prior to issuance, and in consideration for the extension, and (3)

167 additional shares of Common stock.

On October 11, 2024, the Company issued each of the Loan holders 379 shares ( 758 shares in total).

Company repaid the lenders the outstanding principal balance of $ 0.1 million in February 2025, in which no obligations remain under the

terms of the Loans.

No interest expense was recorded for each of the three and six months ended June 30, 2025.

2024 Nirland Note

October 28, 2024, the Company issued a promissory note (the “October 2024 Nirland Note”) to Nirland, a related party, in

the original principal amount of $ 0.6 million

in exchange for funds in such amount.

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

October 2024 Nirland Note bore interest at a rate of 12 %

per annum, was due and payable semi-annually in arrears, and was scheduled to mature on October 31, 2025.

If an event of default

under and as defined in the October 2024 Nirland Note occurs, the interest rate would have been be increased to 18 %

per annum or to the maximum rate permitted by law.

In connection with the October 2024 Nirland Note, the Company has agreed to pay

Nirland a 1 %

arrangement fee, which was included with the principal and interest owed under the October 2024 Nirland Note.

arrangement fee is accounted for as a debt discount and was amortized to interest expense, net in the consolidated statement of

operations and comprehensive income (loss) using the effective interest method over the life of the October 2024 Nirland

the original principal amount of $ 0.6 million in exchange for funds in such amount.

See Note 15 for further reference to the relationship

between the Company and Nirland.

The October 2024 Nirland Note bore interest at a rate of 12 % per annum, was due and payable semi-annually

in arrears, and was scheduled to mature on October 31, 2025.

If an event of default under and as defined in the October 2024 Nirland

Note occurs, the interest rate would be increased to 18 % per annum or to the maximum rate permitted by law.

In connection with

the October 2024 Nirland Note, the Company has agreed to pay Nirland a 1 % arrangement fee, which was included with the principal and

interest owed under the October 2024 Nirland Note.

The 1 % arrangement fee is accounted for as a debt discount and was amortized to interest

expense, net in the consolidated statement of operations and comprehensive income (loss) using the effective interest method over the

life of the October 2024 Nirland Note.

December 11, 2024, the Company reduced the exercise price of the PIPE Warrants held by Nirland to $ 8.83 , at which time all PIPE Warrants

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7, 2025, respectively.

As of March 31, 2025, no obligations remain under the October 2024 Nirland Note.

the three months ended March 31, 2025, the Company recorded approximately $ 8,000

of interest expense.

Deferred Commission Payable

was a financial advisor to both MURF and Old Conduit in connection with the Merger transaction.

Upon the completion of the Merger, A.G.P.:

(i) received a cash fee of $ 6.5 million, 13,000 shares of Common Stock, and warrants to purchase 540 shares of Common Stock at an exercise

price of $ 1,100 per share pursuant to its engagement agreement with Old Conduit entered into on August 2, 2022, and (ii) agreed to defer

payment, to be paid in the future under certain circumstances by a date no later than March 21, 2025, of $ 5.7 million of fees plus annual

interest of 5.5 % as a result of its engagement for MURF’s IPO.

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.

the three months ended March 31, 2025, the Company reached an agreement with A.G.P.

to waive all previously accrued interest.

the Company removed accrued interest of $ 0.4 million and recorded other income of $ 0.4 million for the three months ended March 31, 2025.

November 25, 2024, the Company issued the A.G.P.

Convertible Note in the principal amount of $ 5.7 million to evidence the currently owed

deferred commission payable, at which time the deferred commission payable balance was removed.

Refer to Note 4 for additional information.

the three months ended March 31, 2024, the Company recorded $ 0.1 million of interest expense related to the deferred commission payable

balance in the condensed consolidated statement of operations and comprehensive income loss.

As of June 30, 2025, no obligations remain under the October 2024 Nirland Note.

the three and six months ended June 30, 2025, the Company recorded zero

and approximately $ 8,000

of interest expense, respectively.

Research and Development Expense

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consideration for the grant of the license, the Company (i) granted AstraZeneca Common Stock pursuant to a stock issuance agreement (the

“Issuance Agreement”), (ii) paid AstraZeneca an up-front payment of $ 1.5 million,

and (iii) is obligated to pay AstraZeneca a percentage (on a tiered basis) of any amounts it may receive in connection with a grant of

a sublicense (subject to various customary exceptions).

The Issuance Agreement called for the Company to issue AstraZeneca 95,044

shares of the Company’s Common Stock.

“Issuance Agreement”), (ii) paid AstraZeneca an up-front payment of $ 1.5 million, and (iii) is obligated to pay AstraZeneca

a percentage (on a tiered basis) of any amounts it may receive in connection with a grant of a sublicense (subject to various customary

The Issuance Agreement called for the Company to issue AstraZeneca 6,336 shares of the Company’s Common Stock.

Issuance Agreement provides AstraZeneca with resale registration rights for such shares.

has been granted a right of first negotiation to develop, manufacture, and commercialize a Licensed Product if the Company receives an

offer for, or solicits, a transaction where a third party would obtain the right to develop, manufacture, or commercialize a Licensed

If AstraZeneca exercises such right, the parties will negotiate in good faith for an agreed period of time on an exclusive basis.

has been granted a right of first negotiation to develop, manufacture, and commercialize a Licensed Product (as defined in the

August 2024 License Agreement) 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.

party may terminate the August 2024 License Agreement for material breach (subject to a cure period) or insolvency of the other party.

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See Note 14 for additional details on the claim.

Service Agreement

Service Agreement – Related Party

December 12, 2024, the Company entered into a Services Agreement (the “Sarborg Service Agreement”) with SARBORG Limited (“Sarborg”),

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Under the terms of the Sarborg Service Agreement, Sarborg will provide algorithmic and cybernetic technology services to

Conduit, including the development of decision-support tools and advanced cybernetic systems tailored to enhance Conduit’s decision-making

CDT, including the development of decision-support tools and advanced cybernetic systems tailored to enhance CDT’s decision-making

processes and maximize the value of its pharmaceutical asset portfolio.

will perform the services to Conduit comprised of three phases:

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 Conduit’s strategic goals;

collaboration and aligning Sarborg’s services with CDT’s strategic goals;

the Development Phase (24-36 weeks) involves

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and the Ongoing Services Phase (36-52 weeks) ensures

the sustained functionality and relevance of Sarborg’s deliverables while supporting Conduit’s growth through iterative improvements

the sustained functionality and relevance of Sarborg’s deliverables while supporting CDT’s growth through iterative improvements

Sarborg will create specific deliverables, including reports, computer programs, software applications, APIs, mobile applications,

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in accordance with the Sarborg Service Agreement.

Sarborg Service Agreement has an initial term of 12 months, which commenced in December 2024, and may be renewed or extended upon

mutual written agreement of the parties.

Either party may terminate the Sarborg Service Agreement for any reason upon 90 days’

written notice or immediately upon written notice if the other party breaches any material term of the Sarborg Service Agreement and

fails to cure such breach within thirty days or becomes insolvent, files for bankruptcy, or is placed under the control of a receiver,

trustee, or similar authority.

Sarborg Service Agreement has an initial term of 12 months, which commenced in December 2024, and may be renewed or extended upon mutual

written agreement of the parties.

Either party may terminate the Sarborg Service Agreement for any reason upon 90 days’ written

notice or immediately upon written notice if the other party breaches any material term of the Sarborg Service Agreement and fails to

cure such breach within thirty days or becomes insolvent, files for bankruptcy, or is placed under the control of a receiver, trustee,

or similar authority.

Sarborg Service Agreement includes provisions for the ownership and use of intellectual property.

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

Conduit will own all deliverables

CDT will own all deliverables

resulting from the services performed by Sarborg under the Sarborg Service Agreement.

Sarborg Service Agreement provides Sarborg with registration rights for any Common Stock of Conduit that Sarborg receives as consideration

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, Conduit will use commercially reasonable efforts to (i) file a registration statement

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;

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limitation of liability, and insurance requirements.

consideration of the services, Conduit agreed to pay Sarborg an initial cash payment of $ 0.2

consideration of the services, CDT agreed to pay Sarborg an initial cash payment of $ 0.2

million and $ 0.2

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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 22,727 shares of common stock were issued on January

Further milestone payments payable in conjunction with the achievement of certain milestones over the term of the Sarborg

Service Agreement, totaling up to $ 1.8

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

initial cash payment of $ 0.2

million was made on December 20, 2024, and the 1,515

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, are payable in cash or stock, at the discretion of CDT.

Sarborg will be reimbursed for pre-approved, necessary, and

reasonable out-of-pocket expenses directly incurred in connection with the performance of the services.

determined that the cost incurred under the Sarborg Service Agreement should be recorded to research and development expense in the condensed

consolidated statement of operations and comprehensive income loss, as the Sarborg Service Agreement is designed to provide the Company

with software/dashboard to aid in research and development activities.

The initial cash payment of $ 0.2 million and issuance of 22,727

shares of Common Stock were recorded to prepaid expense and will be amortized over the initial term of the Sarborg Service Agreement

to research and development expense.

For the three months ended March 31, 2025, the Company recorded amortization expense of $ 0.1 million

with research and development expense in the condensed consolidated statement of operations and comprehensive income loss.

the three months ended March 31, 2025, Sarborg was paid $ 1.1 million for completed milestones under the Sarborg Service Agreement.

Company recorded the $ 1.1 million in expense within research and development expense in the condensed consolidated statement of operations

and comprehensive income loss for the three months ended March 31, 2025.

Service Agreement – Conduit and Charles River Laboratories

February 7, 2025, the Company and Charles River Laboratories (“Charles River”) entered into a Master Services Agreement

(the “Charles River MSA”).

Under the Charles River MSA, Charles River agreed to provide preclinical testing and research

services to Conduit, including the evaluation of compounds in animal models and other related services.

The services are defined in

individual Statements of Work (“SOWs”) or Protocols, which outline the specific scope, design, and timelines for each

To date, one SOW, dated February 11, 2025, has been entered into with a total commitment of $0.2 million.

Charles River will

conduct the studies in compliance with applicable laws and industry standards, and Conduit will provide necessary test articles and

The Charles River MSA includes provisions for confidentiality, intellectual property ownership, indemnification, and

dispute resolution.

The Charles River MSA has a term of five years and can be terminated by either party under specified conditions.

For the three months ended March 31, 2025, the Company recognized $ 0.1

million in research and development expense in the condensed consolidated statement of operations and comprehensive loss related to

the Charles River MSA.

The initial cash

payment of $ 0.2 million

and issuance of 1,515 shares

of Common Stock were recorded to prepaid expense and will be amortized over the initial term of the Sarborg Service Agreement to

research and development expense.

For the three and six months ended June 30, 2025, the Company recorded amortization expense of

$ 0.1 million

and $ 0.2 million,

respectively, with research and development expense in the condensed consolidated statement of operations and comprehensive income

loss, respectively.

As of June 30, 2025, $ 0.2

million of the prepaid balance remains within the condensed consolidated balance sheets.

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.

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

The dashboard was placed in service on March 18, 2025.

During the three and six months ended June 30, 2025, the Company recorded

$ 50 thousand and $ 57 thousand in amortization expense, respectively.

other costs under the Sarborg Service Agreement shall be expensed as incurred and recorded within research and development expense in

the condensed consolidated statement of operations and comprehensive income loss, as the services are designed to aid in the Company’s

research and development activities.

the three and six months ended June 30, 2025, Sarborg was paid $ 0.5 million and $ 1.2 million, respectively, for completed milestones under the Sarborg

Service Agreement and had an outstanding payable balance of $ 0.2 million as of June 30, 2025.

The Company recorded $ 0.7 million and $ 1.5 million in expense within research and development expense

in the condensed consolidated statement of operations and comprehensive income loss for the three and six months ended June 30, 2025,

respectively.

The remaining $ 0.4 million was related to the delivery of the dashboard, which was recorded as a diagnostic asset

on the condensed consolidated balance sheet as of March 31, 2025.

Service Agreement – CDT Equity Inc.

and Charles River Laboratories

February 7, 2025, the Company and Charles River Laboratories (“Charles River”) entered into a Master Services Agreement (the

“Charles River MSA”).

Under the Charles River MSA, Charles River agreed to provide preclinical testing and research services

to CDT, including the evaluation of compounds in animal models and other related services.

The services are defined in individual

Statements of Work (“SOWs”) or Protocols, which outline the specific scope, design, and timelines for each study.

one SOW, dated February 11, 2025, has been entered into with a total commitment of $ 0.2 million.

Charles River will conduct the studies

in compliance with applicable laws and industry standards, and CDT will provide necessary test articles and materials.

River MSA includes provisions for confidentiality, intellectual property ownership, indemnification, and dispute resolution.

River MSA has a term of five years and can be terminated by either party under specified conditions.

For the three and six months ended

June 30, 2025, the Company recognized $ 0.1 million in research and development expense in the condensed consolidated statement of operations

and comprehensive loss related to the Charles River MSA.

Additional Agreement

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discount for lack of marketability, as determined by a third-party valuation expert.

The Company recorded the fair value of $ 1.5

million as a prepaid within the condensed consolidated balance sheets, as no services had been provided as of March 31,

Effective May 2, 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.

The Company recorded

the fair value of $ 1.5

million as a prepaid within the condensed consolidated balance sheets.

During the three and six months ended June 30, 2025, the

Company recorded research and development expense of $ 0.5

million within the condensed consolidated statements of operations and comprehensive loss related to the amortization of the

As of June 30, 2025, $ 1.0 million of the prepaid balance remains within the condensed consolidated balance sheets.

the three and six months ended June 30, 2025, Sarborg was paid $ 0.3

million for deliverables under the Sarborg Additional Agreement and had an outstanding payable balance of $ 0.1 million as of June 30, 2025.

The Company recorded $ 0.4

million in expense within research and development expense in the condensed consolidated statement of operations and comprehensive

income loss for the three and six months ended June 30, 2025.

March 25, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Thesprogen PC (“Thesprogen”),

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Common Stock on March 30, 2025, $ 13.35 , and adjusted for a 7 % discount for lack of marketability, as determined by a third-party valuation

The Company recorded the fair value of $ 0.3 million as a prepaid within the condensed consolidated balance sheets, as no services

had been provided as of March 31, 2025.

The Company recorded the fair value of $ 0.3 million as a prepaid within the condensed consolidated balance sheets.

three and six months ended June 30, 2025, the Company recorded research and development expense of $ 0.1 million within the condensed

consolidated statements of operations and comprehensive loss related to the amortization of the prepaid.

Manoira Joint Development Agreement

June 3, 2025, the Company entered into a joint development agreement (the “Joint Development Agreement”) with Manoira

Corporation (“Manoira”) for a term of one year, which will be automatically renewed for successive one-year terms unless

advance termination notice is provided in accordance with the terms of the Joint Development Agreement.

Manoira is an entity

controlled by Dr.

Andrew Regan, of which he is sole director, and is therefore considered a related party of the Company.

Note 11 for additional details.

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

license to the intellectual property rights related to the pharmaceutical compounds known individually and together as AZD1656 and AZD5658

(the “CDT Assets”).

Manoira will evaluate the CDT Assets’ applicability in animal health, explore veterinary

market opportunities, and provide data from the evaluations to inform CDT’s human clinical programs.

The license does not grant

Manoira the right to distribute, market, promote or sell the products or services that are related to or incorporate the CDT Assets.

June 3, 2025, in exchange for the approximate $ 0.5 million of consideration to be paid by CDT under the Joint Development Agreement,

CDT issued to Manoira 154,799 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 2, 2025,

$ 3.94 , and adjusted for a 20 % discount for lack of marketability, as determined by a third-party valuation expert.

The Company recorded

the fair value of $ 0.4 million as a prepaid within the condensed consolidated balance sheets.

During the three and six months ended June

30, 2025, the Company did no t record amortization expense, as no research and development activities had taken place.

Share Based Compensation

September 22, 2023, in connection with the Merger, the Company adopted the Conduit Pharmaceuticals Inc.

September 22, 2023, in connection with the Merger, the Company adopted the CDT Equity Inc.

2023 Stock Incentive Plan (the

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of up to 7,665 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 69,240

and 36,914 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.

As of March 31, 2025, there were 154,544 shares of Common

Stock available for issuance under the 2023 Plan.

March 30, 2025, certain non-employee directors elected to receive their unpaid cash retainers due as of March 31, 2025, and cash

retainers owed for the period from April 1, 2025 to 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 155,257 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 .

The fair value of the shares issued for cash

retainers due as of March 31, 2025, $ 78,000 , was recorded within general & administration expense in the condensed consolidated

statement of operations and comprehensive loss.

The fair value of the shares issued for cash retainers owed for the period from

April 1, 2025 to June 30, 2025, $ 58,000 , was recorded as a prepaid expense in the condensed consolidated balance sheets.

RSU’s or shares of restricted common stock were granted during the three months ended March 31, 2025 and March 31, 2024.

were 745 shares of restricted common stock vested as of March 31, 2025 and no RSUs vested as of March 31, 2024.

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 4,616 and 2,461 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.

As of June 30, 2025, there were 10,712 shares of Common Stock available for

issuance under the 2023 Plan.

of Directors Shares

March 30, 2025, certain non-employee directors elected to receive their unpaid cash retainers due through the period ended June 30,

2025, under the Director Compensation Program, in the form of fully vested shares of Common Stock.

In total, $ 0.1 million of

unpaid retainers was settled through the issuance 10,350 unregistered shares of Common Stock (the “Retainer

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 $ 58,000 and $ 0.1 million of expense within general & administration expense in the condensed consolidated statement of operations and

comprehensive loss during the three and six months ended June 30, 2025, respectively.

April 15, 2025, 7,679 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 14, 2025.

The Company recorded $ 0.1 million

within general & administration expense in the condensed consolidated statement of operations and comprehensive loss during the three

and six months ended June 30, 2025 in relation to the shares.

Cryptocurrency

June 27, 2025, the Company entered into an agreement (the “Crypto Consulting Agreement”) for a third-party consultant to

evaluate and advise on the potential adoption of a part cryptocurrency treasury reserve strategy.

The Crypto Consulting Agreement contains

a term of 12 months and required compensation of $ 0.2

million in the form of shares of the Company’s Common Stock.

On June 27, 2025, the Company issued 95,618

shares of Common Stock valued at the closing price for the

previous day, $ 2.51 .

million of compensation was recorded as a prepaid expense in

the condensed consolidated balance sheets.

For the three and six months ended June 30, 2025, the Company recorded $ 3,000

of general and administrative expense within the condensed

consolidated statements of operations and comprehensive loss related to the amortization of the prepaid.

RSU’s or shares of restricted Common Stock were granted during the three or six months ended June 30, 2025.

There were 50 shares

of restricted Common Stock vested as of June 30, 2025 and June 30, 2024.

Company estimates the fair value of each option award on the date of grant using the Black-Scholes option-pricing model.

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there any plans to declare a dividend.

Company did not grant stock options during the three months ended March 31, 2025 or March 31, 2024.

Company did not grant stock options during the three and six months ended June 30, 2025 or June 30, 2024.

Company accounts for forfeitures as they occur, which may result in the reversal of compensation costs in subsequent periods as the forfeitures

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Cancelled/forfeited

Outstanding at March 31, 2025

Outstanding at June 30, 2025

aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair

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Common Stock.

As of March 31, 2025, the total compensation cost related to non-vested option awards not yet recognized was $ 2.0 million

As of June 30, 2025, the total compensation cost related to non-vested option awards not yet recognized was $ 1.6 million

with a weighted average remaining vesting period of 1.41 years.

For the three months ended March

31, 2025 and March 31, 2024, there was a total of $ 0.2 million and $ 0.4 million, respectively in stock-based compensation expense recognized

within General and Administrative expenses on the condensed consolidated statements of operations and comprehensive loss, respectively.

the three months ended March 31, 2025, and 2024, the Company’s effective tax rate was 0.0 % and 0.0 %, respectively, due to the current

year tax loss and valuation allowance established against the Company’s net deferred tax assets, and due to operating in a no tax

jurisdiction, respectively.

the three months ended June 30, 2025 and June 30, 2024, there was a total of $ 0.2 million and $ 0.5 million, respectively in stock-based

compensation expense recognized within General and Administrative expenses on the condensed consolidated statements of operations and

comprehensive loss, respectively.

the six months ended June 30, 2025 and June 30, 2024, there was a total of $ 0.4 million and $ 0.9 million, respectively in stock-based

compensation expense recognized within General and Administrative expenses on the condensed consolidated statements of operations and

comprehensive loss, respectively.

the six months ended June 30, 2025, and 2024, the Company’s effective tax rate was 0.0 % due to the current year tax loss and valuation allowance established against the Company’s net deferred tax assets,

and due to operating in a zero tax jurisdiction, respectively.

Common Stock and Preferred Stock

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October 23, 2024, the Company entered into the Sales Agreement with A.G.P.

relating to shares of the Company’s Common Stock.

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 “Sales Agreement”) 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.

compensation to A.G.P.

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any shares of Common Stock sold under the sales agreement.

the three months ended March 31, 2025, the Company sold 4,345,913

shares of the Company’s Common Stock through the Sales Agreement.

The Company received proceeds of $ 8.1

million, net of commissions payable to A.G.P.

As of the date of this Quarterly Report on Form 10-Q, the Company has approximately $ 12.0

million available under the Sales Agreement.

the three and six months ended June 30, 2025, the Company sold 1,183,221 and 1,472,945 shares of the Company’s Common Stock through

the Sales Agreement, respectively.

The Company received proceeds of $ 11.9 million, net of commissions payable to A.G.P.

of $ 0.4 million.

As of the date of this Quarterly Report on Form 10-Q, the Company has approximately $ 8.0 million available under the Sales Agreement.

Repurchase Program

April 10, 2025, the Company’s Board of Directors authorized a share repurchase program under which the Company may purchase up

to $ 1.0 million of its outstanding Common Stock.

Under the program, CDT may repurchase shares from time to time through open market

transactions or other methods in compliance with SEC Rule 10b-18.

Purchases will be executed by The Benchmark Company, the Company’s

appointed broker, and will be subject to market conditions, corporate liquidity requirements, regulatory considerations, and other factors.

As of June 30, 2025, the Company has repurchased an aggregate of 11,713 shares of its outstanding Common Stock at an average price of

$ 8.85 /share and paid approximately $ 2,000 in commission to the broker.

The repurchased shares are recorded as treasury stock within

the condensed consolidated balance sheets.

Net Loss Per Share Attributable to Common Stockholders

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of Potentially Dilutive Securities

As of March 31,

As of June 30,

Public warrants

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Stock Options

Restricted stock Units

Convertible Note

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Capital Limited

Capital Limited (“Corvus”) is a significant investor in the Company through subscribing to 1,000

common shares prior to the closing of the Merger on September 22, 2023.

Shares held by Corvus on the closing date of the Merger were

exchanged for shares of the Company’s Common Stock.

Capital Limited (“Corvus”) is a significant investor in the Company through subscribing to 1,000 common shares prior to the

closing of the Merger on September 22, 2023.

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 Conduit’s board of directors and was appointed as the Chief Executive Officer of the Company on April 15, 2025.

Regan has not entered into any compensation plans and will continue to waive all compensation fees in connection with his service

as Chief Executive Officer of the Company, and is entitled to reimbursement of expenses incurred in connection with his role as Chief

Executive Officer.

the three months ended March 31, 2025 and 2024, the Company incurred director travel expenses payable to Dr.

Andrew Regan, is a member of the Board and was appointed as the Chief Executive Officer of the Company on April 15, 2025.

Regan has not entered into

any compensation plans and will continue to waive all compensation fees in connection with his service as Chief Executive Officer of

the Company, and is entitled to reimbursement of expenses incurred in connection with his role as Chief Executive Officer.

the three months ended June 30, 2025 and 2024, the Company incurred director travel expenses payable to Dr.

Regan of approximately $ 0.3

million and $ 0.2 million, respectively.

As of March 31, 2025, and December 31, 2024, the Company did not owe Dr.

Regan any director’s

Regan and the Company agreed to cease director’s fees effective at the closing of the Merger.

For the six months ended June 30, 2025 and 2024, the Company incurred director travel expenses

payable to Dr.

Regan of approximately $ 0.3 million and $ 0.3 million, respectively.

As of June 30, 2025, and December 31, 2024, the Company

did not owe Dr.

Regan any director’s fees, as Dr.

Regan and the Company agreed to cease director’s fees effective at the

closing of the Merger.

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

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2024 Nirland Note for a second time.

As of March 31, 2025, no obligations remained under the terms of the August 2024 Nirland Note and

As of June 30, 2025, no obligations remained under the terms of the August 2024 Nirland Note and

October 2024 Nirland Note, and Nirland did not own or beneficially own shares of the Company’s Common Stock.

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Note 5 for additional information.

December 12, 2024, and March 31, 2025, the Company entered into the Sarborg Service Agreement and the Sarborg Additional Agreement, respectively.

Andrew Regan, Chief Executive Officer and 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 three months ended March 31, 2025, the Company recorded $ 1.1 million as research

and development expense related to the Sarborg Service Agreement.

Additionally, on March 31, 2025, the Company issued 1,853,933 fully vested unregistered shares of Common Stock to

prepay the Sarborg Additional Agreement.

The fair value of the shares issued was $ 1.5 million and was recorded as a prepaid within the

condensed consolidated balance sheets.

Refer to Note 7 above for additional information.

December 12, 2024, and March 31, 2025, the Company entered into the Sarborg Service Agreement and the Sarborg Additional Agreement,

respectively.

Andrew Regan, Chief Executive Officer and member of the Board, also sits on the board of

directors of Sarborg but does not have an equity interest in Sarborg.

On January 17, 2025, the Company issued 1,515 shares of fully

vested unregistered Common Stock as an initial fee for the Sarborg Services Agreement.

The fair value of the shares issued was $ 0.2

million and was recorded as a prepaid within the condensed consolidated balance sheets.

The shares are being amortized over the

initial 12 month term of the Sarborg Service Agreement to research and development expense.

On March 31, 2025, the Company issued 123,595

fully vested unregistered shares of Common Stock to prepay the Sarborg Additional Agreement.

The fair value of the shares issued was

million and was recorded as a prepaid within the condensed consolidated balance sheets.

During the three and six months ended June

30, 2025, the Company recorded $ 0.7

million and $ 1.5

million as research and development expense related to the Sarborg Service Agreement, respectively.

During the three and six months

ended June 30, 2025, the Company recorded $ 0.8

million as research and development expense related to the Sarborg Additional Agreement.

Refer to Note 6 above for additional

and Directors

April 22, 2024, the Company issued in a private placement Common Stock purchase warrants (the “April Warrants”) to third

parties which also included certain directors, to purchase up to an aggregate of 9,077

shares of the Company’s common stock, in exchange for entering into a lock-up with respect to the shares of common stock held

by such holder and for such directors, an additional $ 12.50

parties which also included certain directors, to purchase up to an aggregate of 605 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, an additional $ 187.50

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

Each April Warrant is exercisable

into one share of the Company’s common stock at a price per share of $ 312

(as adjusted from time to time in accordance with the terms thereof) for a two-year period after the date of

exercisability.

Other Income (expense), net

following table presents other income (expense), net, for the three months ended March 31, 2025 and 2024 (in thousands):

Each April Warrant is exercisable into

one share of the Company’s Common Stock at a price per share of $ 4,680 (as adjusted from time to time in accordance with the terms

thereof) for a two-year period after the date of exercisability.

June 3, 2025, the Company entered into a joint development agreement (the “Joint Development Agreement”) with Manoira

Andrew Regan, Chief Executive Officer and member of the Board, also is a director and

controlling member of Manoira.

Chele Farley, a member of the Board, is Manoira’s sole director.

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 three and six months ended June 30, 2025, the Company

recorded a $ 0.4

million prepaid expense related to the Joint Development Agreement.

Refer to Note 6 for additional details.

Other Expense, net

following table presents other income (expense), net, for the three and six months ended June 30, 2025 and 2024 (in thousands):

of Other Expense, Net

For the three months ended

For the six months ended

Other income:

Unrealized foreign currency transaction gain

Gain on change in fair value of the warrants

Gain on the change in fair value of convertible notes payable

Gain on change in fair value of derivative warrant liability

Interest income

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Interest expense

Loss on issuance of warrants

Loss on issuance of warrants for lock-up

Unrealized foreign currency transaction loss

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Publicly Traded Warrants, Private Placement Warrants, March 2024 Warrants, and the April 2024 Warrants (collectively the “Equity

Classified Warrants”), are classified within permanent equity on the condensed 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).

Classified Warrants”), are classified within permanent equity on the condensed 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

Traded and Private Placement Warrants

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Simultaneously

with the closing of its initial public offering, MURF consummated the private sale to the Sponsor of 7,540 private placement units at

a price of $ 1,000 per private placement unit.

with the closing of its initial public offering, MURF consummated the private sale to the Sponsor of 503 private placement units at a

price of $ 15,000 per private placement unit.

Each private placement unit was comprised of one share of MURF Class A common stock and

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2024 Warrants

March 20, 2024, the Company issued in a private placement equity classified common stock purchase warrants (the “March 2024 Warrants”)

to an investor to purchase up to an aggregate 2,600 shares of the Company’s Common Stock, in exchange for entering into a lock-up

with respect to the shares of common stock held by such holder (the “March Lock-Up Agreement”).

The Company recognized at

$ 0.5 million loss on the issuance of the warrants during the three months ended March 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

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 173 shares

of the Company’s Common Stock, in exchange for entering into a lock-up with respect to the shares of Common Stock held by such

holder (the “March Lock-Up Agreement”).

The Company recognized at $ 0.5 million

loss on the issuance of the warrants during the six months ended June 30, 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:

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Lock-Up Agreement”).

9,077 of the total April 2024 Warrants issued were issued to directors, related parties and management of

The Company determined that the April 2024 Warrants should be classified within equity and estimated the fair value of the

warrants as of April 20, 2024, using a Black-Scholes option-pricing model utilizing the following assumptions:

605 of the total April 2024 Warrants issued were issued to directors, related parties and management of the

The Company determined that the April 2024 Warrants should be classified within equity and estimated the fair value of the warrants

as of April 20, 2024, using a Black-Scholes option-pricing model utilizing the following assumptions:

April 20, 2024

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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 March

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 ,

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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 3 for additional information

regarding fair value).

the three months ended March 31, 2025 and March 31, 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 $ 19,000 , respectively.

The gains were recorded to other

income (expense), net, on the condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2025 and December

31, 2024, the condensed consolidated balance sheets contained warrant liabilities of $ 8,000 and $ 0.1 million, respectively.

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 3 for additional information regarding fair value).

the three months ended June 30, 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 $ 6,000 and $ 0.1 million, respectively.

For the six months ended June 30, 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 in each period.

The gains were recorded to other income (expense), net, on the condensed consolidated statements of operations

and comprehensive loss.

As of June 30, 2025 and December 31, 2024, the condensed consolidated balance sheets contained warrant liabilities

of $ 1,000 and $ 0.1 million, respectively.

Warrants and A.G.P.

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October 2024 Nirland Note.

As of March 31, 2025, there are no outstanding PIPE Warrants.

As of June 30, 2025, there are no outstanding PIPE Warrants.

2024 Warrants

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option-pricing model.

Refer to Note 3 above for additional information.

Refer to Note 3 for additional information.

Commitments and Contingencies

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does not become material in the future.

As of June 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

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

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

Conduit rejected

the claim from Strand and disputed the substance of the letter in full.

Following such rejection, on September 7, 2023, Strand filed

a claim in the Business and Property Courts of England and Wales claiming it is entitled to be paid the sum of $ 2

million and, as a result of the completion of

the Business Combination, to be issued 65,000

shares of common stock.

As of March 31, 2025,

a potential contingency of $ 0.4 million is considered probable and reasonably estimable and as such, the Company accrued an estimated

liability in the accompanying financial statements.

The trial in this matter remains scheduled for October 20, 2025.

We intend to vigorously

defend against these claims.

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

and the diversion of the attention of our management.

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 4,333 shares of Common Stock.

The trial in this matter remains scheduled

for October 20, 2025.

We intend to vigorously defend against these claims.

Regardless of its outcome, the litigation may impact our business

due to, among other things, legal costs and the diversion of the attention of our management.

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

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

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

As of March 31, 2025, the range of possible loss cannot be estimated and is not considered

As such, the Company has not accrued a loss contingency in the accompanying financial statements.

We intend to vigorously defend

against these claims.

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

diversion of the attention of our management.

Company has a lease agreement with respect to approximately 2,100 square feet of space in Cambridge, England, for a lease term commencing

in March 2024 and ending in January 2027.

As of March 31, 2025, the Company has a right-of-use asset of $ 0.2 million and corresponding

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

As of June 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.

Company has a lease agreement with respect to approximately 2,100 square feet of space in Cambridge, England, for a lease term from March 2024 to January 2027.

As of June 30, 2025, the Company has a right-of-use asset of $ 0.2 million and corresponding

lease liability of $ 0.2 million recorded on the condensed consolidated balance sheets.

Of the $ 0.2 million lease liability, $ 0.1 million

is classified as short-term and $ 0.1 million is classified as long-term.

is classified as short-term and $ 46,000 is classified as long-term.

As of June 30, 2025, the Company has $ 0.2 million in future

minimum lease payments remaining.

Company has one operating segment focused on the research and development of clinical assets.

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segment are identical to those described in Note 1.

The CODM, which the Company has identified as Andrew Regan, Chief Executive Officer,

The Chief Operating Decision Maker (“CODM”), which the Company has identified as Dr.

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

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of Financial Data for the Company’s Reportable Segment

Research & development expense – clinical asset development

(Dollar amounts in thousands)

Operating expenses:

Research & development expenses-clinical asset development

Research & development expense – related parties

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General and administrative expenses – accounting & audit fees

General and administrative expenses – salaries, payroll and stock-based compensation

General and administrative expenses – salaries, payroll and SBC

General and administrative expenses - other

Loss from segment operations

Total operating costs and expenses

Operating loss

Other income (expenses):

Other income (expense), net

Interest Income

Interest expense, net

Total other (expense) income, net

segment items consist of the items within Note 12 to the condensed consolidated financial statements.

Subsequent Events

Repurchase Program

April 10, 2025, the Company’s Board of Directors authorized a share repurchase program under which the Company may purchase up

to $ 1.0 million

of its outstanding common stock.

Under the program, Conduit may repurchase shares from time to time through open market transactions

or other methods in compliance with SEC Rule 10b-18.

Purchases will be executed by The Benchmark Company, the Company’s appointed

broker, and will be subject to market conditions, corporate liquidity requirements, regulatory considerations, and other factors.

of the date of this Quarterly Report on Form 10-Q, the Company has repurchased an aggregate of 175,694 shares of its outstanding common

stock at an average price of $ 0.59 /share and paid approximately $ 2,000 in commission to the broker.

of David Tapolczay

April 12, 2025 (the “Effective Date”), Dr.

David Tapolczay notified the Board of Directors (the “Board”) of

Company of his resignation from both the Board and his position as Chief Executive Officer effective immediately.

Tapolczay’s decision to resign was not the result of any disagreement with the Company on any matter relating to the

Company’s operations, policies, or practices.

In connection with Dr.

Tapolczay’s resignation, Dr.

existing employment contract as Chief Executive Officer was terminated and Conduit UK Management LTD, a wholly owned subsidiary of

the Company, entered into an Employment Agreement (the “Employment Agreement”) with Dr.

Tapolczay pursuant to which Dr.

Tapolczay will provide strategic advisory services as Head of Licensing & Strategy, reporting to the Chief Executive Officer.

exchange for Dr.

Tapolczay’s services, he will receive a sign-on bonus of $ 129,000

(£ 100,000 ) base salary of $ 311,000

(£ 240,000 ).

Consistent with the terms of the Company’s 2023 Stock Incentive Plan and subject to Dr.

Tapolczay’s continued

service pursuant to his Employment Agreement, his outstanding equity awards he has previously received will remain outstanding and

continue to vest based on the vesting dates thereof.

Tapolczay will provide the Company with a release of claims and will be

subject to certain non-competition, non-solicitation, non-disparagement, and confidentiality covenants.

of Andrew Regan

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.

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 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.

of Faith Charles

On April 16, 2025, Ms.

Charles notified the Board of her resignation due to personal reasons, and resigned as a member of the Board of the Company and from all

committees on which she served, effective immediately.

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

or the Company’s operations, policies or practices.

Conversion of A.G.P.

Convertible Note

April 11, 2025, and April 16, 2025, the holder of the A.G.P.

convertible note converted $ 0.5 million and $0.8 million of principal and

interest into 430,000 and 1,065,395 shares of the Company’s common stock, respectively.

As of April 16, 2025, the Company’s common stock price was trading below the Conversion Price Floor.

purpose of the April 16, 2025 conversion, the Company waived the Conversion Price Floor and allowed A.G.P.

to convert at a price of $ 0.78 /share

(the April 16, 2025 closing stock price).

As of the date of this Quarterly Report

on Form 10-Q, approximately $ 4.2 million in principal and interest remain outstanding under the A.G.P.

Convertible Note .

- Additional Agreement Addendum

July 1, 2025 the Company entered into an Addendum to the Additional Agreement with Sarborg Limited, 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 Conduit’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 the full $ 0.3 million

as of the date of this filing.

of Permanent Chief Financial Officer

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

Officer of the Company.

Bligh’s compensation will remain unchanged and he will continue to serve as a member of the Board.

Change to CDT Equity Inc.

August 5, 2025, the Company filed a certificate of amendment to its Second Amended and Restated Certificate of Incorporation (the “Certificate

of Incorporation”), to effect a change of the Company’s name from “Conduit Pharmaceuticals Inc.” to “CDT

Equity Inc.”, which became effective at 5:00 P.M.

Eastern Time on August 5, 2025.

The Company’s Common Stock continues to

be listed on The Nasdaq Capital Market under the ticker symbol “CDT”.

In addition, the CUSIP number for the Common Stock

remains the same.

Amended and Restated 2023 Stock Incentive Plan

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

2,000,000 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.

- Additional Agreement Addendum 2

August 11, 2025 the Company entered into Addendum 2 to the Additional Agreement with Sarborg Limited, a related party.

Under the terms

of Addendum 2, Sarborg will expand the scope of work and 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 Engagement

is for a minimum of four (4) months, which may be renewed or extended upon the mutual written agreement of the Parties.

The initial consideration

for the Proposal for Expanded Scope of Work shall be $ 150,000 , payable on execution of this Agreement.

Conduit agrees to pay a further

consideration of $ 150,000 in cash or shares (at CDT Equity’s sole discretion) at such time as CDT Equity invests more than $ 600,000

in cryptocurrency as part of its Treasury Strategy.

is a related party, Dr.

Andrew Regan, Chief Executive Officer and member of the Board, also sits on the board of directors of Sarborg

but does not have an equity interest in Sarborg.

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. Financial Statements