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CDT Equity Inc. (CDTTW)

Business Summary

CDT Equity Inc. (formerly Conduit Pharmaceuticals Inc.) operates as a data-driven pharmaceutical development company, focusing on identifying, enhancing, and advancing high-potential therapeutic assets through scientific innovation and strategic partnerships . The company's strategy involves unlocking the value of clinical-stage compounds, particularly those deprioritized by larger pharmaceutical companies, leveraging strong Phase I safety data . CDT Equity aims to improve drug properties and extend patent life by up to 20 years through advanced co-crystallization and solid-form technologies developed at its Cambridge facilities . Additionally, in partnership with Sarborg Limited, the company applies AI-powered signature analysis to rapidly identify new therapeutic applications and combinations for existing compounds . The company's business model is lean and asset-agnostic, prioritizing speed, adaptability, and capital efficiency by avoiding the cost burden of late-stage clinical trials and focusing on high-leverage development strategies . Revenue generation is anticipated through third-party license deals following successful in vitro and in vivo pre-clinical trials, with upfront milestone payments and royalty income streams for the life of the asset patent .

The company's current pipeline includes candidates targeting inflammatory and autoimmune disorders, idiopathic male infertility, oncology, dermatology, rare disease, and animal health . Key clinical assets include AZD1656, a glucokinase activator believed to be active in a range of autoimmune disorders, and AZD5904, a potent, irreversible inhibitor of human Myeloperoxidase with potential to treat idiopathic male infertility . AstraZeneca granted CDT Equity a license for AZD1656 and its metabolite AZD5658 in all indications, and AZD5904 for idiopathic male infertility, with CDT Equity responsible for their development and commercialization . AZD1656 has undergone Phase I and Phase II clinical trials involving 526 subjects, with 446 dosed with AZD1656, showing no safety signals beyond intended glucose lowering . AZD5658 was subject to a Phase I study in Type 2 Diabetes Mellitus patients, with 13 (61.9%) AZD5658-treated patients experiencing adverse events compared to 2 (28.6%) placebo patients, primarily hypoglycemia and diarrhea, all of mild intensity except one moderate ear pain . AZD5904 underwent five Phase I clinical studies with 1,181 subjects, showing no expected adverse drug reactions or clinically significant changes in vital signs, and demonstrating a relationship between plasma concentrations and MPO activity .

For the fiscal year ended December 31, 2025, CDT Equity reported a net loss of $39,224 thousand , compared to a net loss of $17,802 thousand for the year ended December 31, 2024 . Research and development expenses increased by $1,676 thousand, or 50%, to $5,054 thousand in 2025 from $3,378 thousand in 2024 . General and administrative expenses significantly increased by $19,662 thousand, or 163%, reaching $31,703 thousand in 2025 from $12,041 thousand in 2024 . Other expense, net, rose by $1,286 thousand, or 144%, to $(2,176) thousand in 2025 from $(890) thousand in 2024 . Interest expense, net, decreased by $1,187 thousand, or 79%, to $(319) thousand in 2025 from $(1,506) thousand in 2024 . The company's accumulated deficit as of December 31, 2025, was $68,325 thousand , up from $29,101 thousand as of December 31, 2024 . Cash and cash equivalents stood at $1,509 thousand as of December 31, 2025 , compared to $554 thousand as of December 31, 2024 . Total liabilities were $12,820 thousand in 2025 , versus $10,986 thousand in 2024 .

The increase in research and development expenses in 2025 was primarily due to a $4.2 million increase related to work under Sarborg agreements, a $0.3 million increase related to Thesprogen, a $0.2 million increase related to Charles River, and a $0.1 million increase related to Manoira, partially offset by a $3.1 million decrease from an upfront payment to AstraZeneca with no comparable activity in 2025 . The substantial increase in general and administrative expenses was driven by a $9.6 million increase in litigation liability expense related to the Strand litigation, a $7.0 million increase in compensation expense from the issuance of common stock and pre-funded warrants for the sale of CPL, a $2.4 million increase in legal fees, and a $0.9 million increase in salaries and stock-based compensation, partially offset by a $0.2 million decrease in D&O insurance costs . Net cash used in operating activities for 2025 was $15,555 thousand , compared to $9,682 thousand in 2024 . Net cash provided by financing activities was $17,422 thousand in 2025 , up from $6,067 thousand in 2024 , primarily from $19,699 thousand in proceeds from common share issuance under the ATM program .

During the year ended December 31, 2025, the company effected three reverse stock splits: 1-for-100 on January 24, 2025, 1-for-15 on May 19, 2025, and 1-for-8 on October 10, 2025 . A subsequent 1-for-25 reverse stock split was effected on March 26, 2026 . These resulted in a cumulative effect equivalent to an approximate 1-for-300,000 reverse stock split . As of December 31, 2025, the number of issued and outstanding common shares was 92,140 , compared to 461 as of December 31, 2024 . The company also sold its wholly-owned subsidiary, Conduit Pharmaceuticals Limited (CPL), to Corvus Capital Limited, a wholly-owned subsidiary of the company's CEO, for a settlement amount of $7,000,000, satisfied through the issuance of common stock and pre-funded warrants .

Business Outlook & Financial Sufficiency

CDT Equity Inc. anticipates continued significant expenses and increasing operating losses for the foreseeable future, as it does not expect to generate meaningful product revenues until the successful approval and commercialization of a product candidate . The company's current business plan indicates a need for substantial additional capital to fund its long-term strategy and clinical asset development . Management has concluded that there is substantial doubt regarding the company's ability to continue as a going concern for at least 12 months from the filing date, based on its significant working capital deficiency, incurred losses, and need to raise additional funds .

A key growth area for CDT Equity is leveraging artificial intelligence and solid-form chemistry to identify, enhance, and advance high-potential therapeutic assets . The partnership with Sarborg Limited is central to this, providing algorithmic and cybernetic technology services, including decision-support tools and advanced cybernetic systems . Sarborg's AI-powered signature analysis is used to rapidly identify new therapeutic applications and combinations for existing compounds across a database of over 3,000 disease signatures, which has already informed two new combination patent filings . The company has also initiated pre-clinical in-vitro models guided by AI-insights to explore new indications without human intervention . The Sarborg Agreement, entered on December 12, 2024, aims to enhance efficiency, lower costs, and accelerate timelines by minimizing human intervention in drug development . The company plans to seek an exit through third-party license deals following successful in vitro and in vivo pre-clinical trials, with anticipated upfront milestone payments and royalty income streams to fund future asset development and operations .

Another growth area is the expansion into the animal health market through a partnership with Manoira Corporation . This joint development agreement, effective June 3, 2025, grants Manoira a non-exclusive, non-transferable, royalty-free license to intellectual property rights related to AZD1656 and AZD5658 . Manoira will evaluate these compounds for animal health applications, explore veterinary market opportunities, and provide data to inform CDT Equity's human clinical programs, while CDT Equity retains 100% ownership of all data and intellectual property related to human applications . This collaboration is expected to enhance the core human therapeutic pipeline and open new revenue streams in the high-growth veterinary market .

Operationally, the company intends to conduct additional pre-clinical trials on its licensed assets, AZD1656, AZD5658, and AZD5904, in partnership with CROs and KOLs to generate clinical data for further development beyond Phase I . The strategy is to monetize these clinical assets through license, royalty, or other transactions with third parties who would then pursue further development, FDA approval, commercialization, and marketing . The company explicitly states it does not expect to commercialize any clinical assets or seek marketing approval from the FDA itself, intending to rely on third-party agreements after Phase II clinical trials . The company leases approximately 2,100 square feet of laboratory space in Cambridge, England, from March 2024 to January 2027, for developing advanced co-crystallization and solid-form technologies .

The company's future funding requirements are dependent on factors such as the progress, timing, scope, and costs of clinical trials, regulatory approvals, potential revenues from clinical assets, terms of future collaborations, cash requirements for acquisitions, public company operating costs, and intellectual property protection costs . As of December 31, 2025, the company had raised the full $23.9 million (net of fees) available through its Sales agreement . It expects to raise additional funds from an updated at-the-market offering program agreement and ELOC over the next 12 months, but cannot guarantee this funding will cover the required working capital of approximately $10.0 million for the next 12 months . This $10.0 million includes forecasted operating expenses of $6.3 million, accrued expenses and other current liabilities of $2.5 million, the A.G.P. Convertible Promissory Note payable of $1.2 million if not converted, and forecasted research and development costs of $60 thousand .

Management Sentiments & Priorities

Management's overall tone emphasizes the company's evolution into a data-driven pharmaceutical development platform, leveraging artificial intelligence, solid-form chemistry, and efficient asset repositioning to accelerate novel treatment development. The strategic priorities include unlocking the untapped value of clinical-stage compounds, particularly those deprioritized by larger pharmaceutical companies, by improving drug properties and extending patent life through advanced co-crystallization and solid-form technologies . A key focus is the partnership with Sarborg Limited to apply AI-powered signature analysis for identifying new therapeutic applications and combinations, with Sarborg's insights already informing two new combination patent filings . The company also highlights its lean, asset-agnostic operating model, prioritizing speed, adaptability, and capital efficiency by avoiding the cost burden of late-stage clinical trials . Management anticipates seeking an exit through third-party license deals following successful in vitro and in vivo pre-clinical trials, with upfront milestone payments and royalty income streams expected to fund future asset development and ongoing operations . The company explicitly states it does not expect to commercialize any clinical assets or seek marketing approval from the FDA, intending to rely on third-party agreements after Phase II clinical trials .

Risk Factors

CDT Equity Inc. faces substantial doubt regarding its ability to continue as a going concern due to significant net losses, an accumulated deficit of $68,325 thousand as of December 31, 2025 , and a need for additional funding that may not be available on acceptable terms or at all, potentially forcing delays, limitations, or termination of commercial programs and product development efforts . The success of the business is highly dependent on the successful development, regulatory approval, and commercialization or partnering of its clinical assets, particularly AZD1656 and AZD5904, which are subject to expensive, time-consuming, and uncertain preclinical and clinical development processes . The company relies heavily on third-party CROs and manufacturers, and any failure by these parties to meet requirements, adhere to protocols, or comply with regulations could lead to delays, increased costs, or an inability to obtain regulatory approval or commercialize assets . There is an inherent risk of product liability from clinical testing and future commercialization, with potential for substantial liabilities if insurance coverage is inadequate . The company has identified material weaknesses in its internal control over financial reporting, including limited segregation of duties, lack of formal review processes for significant transactions, and numerous recurring errors, which could result in material misstatements and adversely affect its ability to produce timely and accurate financial statements . Intellectual property protection is crucial, but filing, prosecuting, and defending patents globally is expensive, and there is no guarantee that patents will be upheld, granted, or provide complete protection against competitors, especially in foreign jurisdictions with weaker intellectual property laws . The company is involved in legal proceedings, including a patent entitlement dispute regarding the AZD1656 co-crystal patent and a $9.6 million judgment payable to Strand Hanson Limited, which could incur substantial costs and divert management's attention . The use of artificial intelligence technology, particularly through the Sarborg Agreement, presents risks such as flawed or biased algorithms, insufficient datasets, and evolving regulations that could limit or block AI use, leading to legal liability, reputational harm, or competitive disadvantage . Fluctuations in foreign currency exchange rates, especially between the U.S. dollar and the British pound sterling due to Brexit, could negatively affect reported results of operations . The company is also vulnerable to cybersecurity risks, including intellectual property theft, fraud, and data leakage, which could disrupt operations, damage reputation, and lead to legal claims .

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 1, Business — Overview
  3. [3] Item 1, Business — Overview
  4. [4] Item 1, Business — Overview
  5. [5] Item 1, Business — Overview
  6. [6] Item 1, Business — Overview
  7. [7] Item 1, Business — Overview
  8. [8] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
  9. [9] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
  10. [10] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
  11. [11] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
  12. [12] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
  13. [13] Item 7, MD&A — Results of Operations
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Results of Operations
  17. [17] Item 7, MD&A — Results of Operations
  18. [18] Item 7, MD&A — Results of Operations
  19. [19] Item 7, MD&A — Liquidity and Capital Resources
  20. [20] Item 7, MD&A — Liquidity and Capital Resources
  21. [21] Item 7, MD&A — Cash Flows
  22. [22] Item 7, MD&A — Cash Flows
  23. [23] Item 8, Consolidated Balance Sheets
  24. [24] Item 8, Consolidated Balance Sheets
  25. [25] Item 7, MD&A — Results of Operations
  26. [26] Item 7, MD&A — Results of Operations
  27. [27] Item 7, MD&A — Cash Flows
  28. [28] Item 7, MD&A — Cash Flows
  29. [29] Item 7, MD&A — Cash Flows
  30. [30] Item 7, MD&A — Cash Flows
  31. [31] Item 7, MD&A — Cash Flows
  32. [32] Item 7, MD&A — Reverse Stock Split
  33. [33] Item 7, MD&A — Reverse Stock Split
  34. [34] Item 7, MD&A — Reverse Stock Split
  35. [35] Item 7, MD&A — Reverse Stock Split
  36. [36] Item 7, MD&A — Reverse Stock Split
  37. [37] Item 13, Certain Relationships and Related Transactions, and Director Independence — Transactions with Corvus Capital Limited
  38. [38] Item 1A, Risk Factors — We have incurred significant net losses since our inception and we anticipate future losses and negative cash flow. It is uncertain if or when we will become profitable.
  39. [39] Item 1A, Risk Factors — There is substantial doubt regarding our ability to continue as a going concern. We will need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our commercial programs, product development efforts or other operations.
  40. [40] Item 7, MD&A — Liquidity and Capital Resources
  41. [41] Item 1, Business — Overview
  42. [42] Item 1, Business — Principal Strategic Partnerships
  43. [43] Item 1, Business — Overview
  44. [44] Item 1, Business — Overview
  45. [45] Item 1, Business — Principal Strategic Partnerships
  46. [46] Item 1, Business — Overview
  47. [47] Item 1, Business — Overview
  48. [48] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
  49. [49] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
  50. [50] Item 1, Business — Overview
  51. [51] Item 1, Business — Our Development Strategy
  52. [52] Item 1, Business — Our Development Strategy
  53. [53] Item 1, Business — Government Regulation and Product Approval
  54. [54] Item 1, Business — Manufacturing
  55. [55] Item 1A, Risk Factors — We will require substantial additional funding in the future, which may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce, or cease our operations.
  56. [56] Item 7, MD&A — Liquidity and Capital Resources
  57. [57] Item 7, MD&A — Liquidity and Capital Resources
  58. [58] Item 7, MD&A — Cash Requirements
  59. [59] Item 7, MD&A — Liquidity and Capital Resources
  60. [60] Item 1A, Risk Factors — There is substantial doubt regarding our ability to continue as a going concern. We will need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our commercial programs, product development efforts or other operations.
  61. [61] Item 1A, Risk Factors — Our business is dependent on the successful development, regulatory approval, and commercialization of our clinical assets, in particular a glucokinase activator which we believe is active in a range of autoimmune disorders, which we refer to as AZD1656, and a potent, irreversible inhibitor of human Myeloperoxidase that has the potential to treat idiopathic male infertility, which we refer to as AZD5904.
  62. [62] Item 1A, Risk Factors — We currently rely on, and expect to continue to rely on, third-party CROs and other third parties to conduct and oversee our clinical trials and other aspects of product development. If these third parties do not meet our requirements or otherwise conduct the trials as required, we may not be able to satisfy our contractual obligations or obtain regulatory approval for, or commercialize, our clinical assets when expected or at all.
  63. [63] Item 1A, Risk Factors — We may face product liability exposure, and if successful claims are brought against us, we may incur substantial liability if our insurance coverage for those claims is inadequate.
  64. [64] Item 1A, Risk Factors — We have identified material weaknesses in our internal control over financial reporting. If we fail to remedy these weaknesses or maintain an effective system of internal controls, then our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected. We may identify additional material weaknesses in our internal controls over financing reporting which we may not be able to remedy in a timely manner.
  65. [65] Item 1A, Risk Factors — Failure to adequately protect our intellectual property could adversely affect our business, financial condition, and operating results.
  66. [66] Item 1A, Risk Factors — We may become involved in lawsuits to protect or enforce our patents or other intellectual property or the patents of our licensors, or other claims may be made against us, which could be expensive and time-consuming.
  67. [67] Item 1A, Risk Factors — We use artificial intelligence technology in our business, specifically, in relation to our Service Agreement with Sarborg and challenges with properly managing such technology could result in reputational harm, competitive harm and legal liability, and adversely affect our business, financial condition and results of operations.
  68. [68] Item 1A, Risk Factors — Fluctuations in foreign currency could have an effect on our reported results of operations.
  69. [69] Item 1A, Risk Factors — We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
  70. [70] Item 1, Business — Overview
  71. [71] Item 1, Business — Overview
  72. [72] Item 1, Business — Overview
  73. [73] Item 1, Business — Overview
  74. [74] Item 1, Business — Government Regulation and Product Approval

Analysis on 5/20/2026