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CDT Equity Inc.

CDT
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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 untapped value of clinical-stage compounds, particularly those deprioritized by larger pharmaceutical companies that possess strong Phase I safety data . CDT Equity leverages artificial intelligence, solid-form chemistry, and efficient asset repositioning to accelerate the development of novel treatments . The global biotechnology market, in which CDT Equity operates, was valued at $1.77 trillion in 2025 and is projected to grow at a compound annual growth rate (CAGR) of 13.9% from 2025 to 2033 . The global pharmaceutical industry, another market the company participates in, expanded at a CAGR of approximately 5.4% over the past five years to $857.1 billion, with continued growth of approximately 3.4% expected in 2025 .

The company's core business model is centered on developing clinical-stage compounds and then seeking an exit through third-party license deals following successful in vitro and in vivo pre-clinical trials . This approach aims to avoid the cost burden of early and late-stage clinical trials, focusing instead on high-leverage development strategies . Primary customer segments for potential licensing opportunities are large biotech or pharmaceutical companies, with anticipated revenue streams from up-front milestone payments and royalty income for the life of the asset patent . The company also has a strategic partnership with Sarborg Limited, which provides AI-powered signature analysis to identify new therapeutic applications and combinations for existing compounds, and with Manoira Corporation to expand into the animal health market .

CDT Equity's pipeline includes candidates targeting inflammatory and autoimmune disorders, as well as idiopathic male infertility, dermatology, 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 . AZD1656 and its metabolite AZD5658 are licensed from AstraZeneca for all human indications, while AZD5904 is licensed for idiopathic male infertility . The company's intellectual property portfolio includes pending patent applications for a solid-form compound, the AZD1656 Cocrystal, which aims to improve drug properties and extend patent life by up to 20 years . The company retains 100% ownership of all data and intellectual property generated relating to human applications through its collaboration with Manoira Corporation .

For the fiscal year ended December 31, 2025, CDT Equity reported a net loss of $39.2 million , compared to a net loss of $17.8 million for the year ended December 31, 2024 . Research and development expenses increased by approximately $1.7 million, or 50%, to $5.054 million in 2025 from $3.378 million in 2024 . General and administrative expenses increased by $19.7 million, or 163%, to $31.703 million in 2025 from $12.041 million in 2024 . Other expense, net, increased by $1.286 million, or 144%, to $(2.176) million in 2025 from $(890) thousand in 2024 . Interest expense, net, decreased by $1.187 million, or 79%, to $(319) thousand in 2025 from $(1.506) million in 2024 . The company's cash and cash equivalents stood at $1.509 million as of December 31, 2025, up from $554 thousand as of December 31, 2024 . Total liabilities were $12.820 million as of December 31, 2025, compared to $10.986 million as of December 31, 2024 . The accumulated deficit as of December 31, 2025, was $68.3 million .

The increase in research and development expenses in 2025 was primarily driven by a $4.2 million increase related to work performed under the 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 related to an upfront payment to AstraZeneca with no comparable activity in 2025 . The significant increase in general and administrative expenses was primarily due to a $9.6 million increase in litigation liability expense in relation to the Strand litigation, a $7.0 million increase in compensation expense associated with 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 . The company also effected three reverse stock splits during 2025: 1-for-100 on January 24, 2025, 1-for-15 on May 19, 2025, and 1-for-8 on October 10, 2025, resulting in a cumulative effect equivalent to an approximate 1-for-300,000 reverse stock split .

Significant operational developments during the period include the Services Agreement with Sarborg Limited, effective December 12, 2024, for algorithmic and cybernetic technology services, including the development of decision-support tools and advanced cybernetic systems . An additional license and use agreement with Sarborg was entered into on March 31, 2025, for analysis of acquired AstraZeneca assets, with total consideration of $2.0 million, prepaid with 617 shares of Common Stock valued at $2,670 per share . Further addendums to the Sarborg agreement expanded the scope to include third-party pharma asset analysis for drug re-purposing and the integration of a Cryptocurrency AI Agent into CDT Equity’s treasury operations . A Joint Development Agreement with Manoira Corporation was signed on June 3, 2025, granting Manoira a non-exclusive, royalty-free license to AZD1656 and AZD5658 for animal health applications, in exchange for 774 shares of Common Stock valued at $646 per share . The company also entered into a Master Services Agreement with Charles River Laboratories on February 7, 2025, for preclinical testing and research services .

Business Outlook

CDT Equity Inc. anticipates that its future funding requirements will depend on various factors, including the progress, timing, scope, and costs of its clinical trials, the outcome and cost of regulatory approvals, and the amount of revenues, if any, from its current or future clinical assets . The company expects to continue incurring significant expenses and operating losses for the foreseeable future, requiring substantial additional capital for the implementation of its long-term business plan and development of clinical assets . Management believes that it will be able to fund cash required for the next 12 months through borrowings and equity raises, having historically accessed funds through debt issuance and an at-the-market (ATM) offering program . The company has raised the full $23.9 million (net of fees) available through its existing Sales agreement and expects to raise additional funds from an updated ATM program and an Equity Line of Credit (ELOC) over the next 12 months .

A major growth area for CDT Equity is the continued development and repositioning of its clinical assets, particularly AZD1656 for autoimmune disorders and AZD5904 for idiopathic male infertility . The company's strategy is to conduct additional pre-clinical trials on these assets to generate clinical data to support further development beyond Phase I, and then seek third-party license deals for further clinical trials, FDA approval, commercialization, and marketing . The collaboration with Sarborg Limited, leveraging AI-powered disease mapping across a database of over 3,000 disease signatures, is expected to identify novel re-purposing opportunities and enhance the value of its pharmaceutical asset portfolio . Sarborg's insights have already informed two new combination patent filings and initiated pre-clinical in-vitro models for new indications, guided by AI .

Another growth vector is the expansion into the animal health market through the joint development agreement with Manoira Corporation . This partnership allows Manoira to evaluate the applicability of AZD1656 and AZD5658 in animal health, explore veterinary market opportunities, and provide data to inform CDT Equity's human clinical programs, while retaining 100% ownership of all data and intellectual property related to human applications . This is expected to enhance the core human therapeutic pipeline and open new revenue streams in the high-growth veterinary market .

Operationally, the company prioritizes speed, adaptability, and capital efficiency by avoiding the cost burden of late-stage clinical trials and focusing on high-leverage development strategies . The company's Cambridge laboratory facility and team of solid-form experts are dedicated to extending or developing proprietary solid-form intellectual property for existing and future clinical assets, aiming to improve drug properties and extend patent life by up to 20 years . The company also plans to increase its administrative headcount to operate as a public company and advance clinical assets through development, incurring additional expenses related to SEC and Nasdaq compliance, insurance, and investor relations .

Planned capital allocation includes continued investment in research and development activities, which for the year ended December 31, 2025, amounted to $5.054 million . The company's material cash requirements for working capital for the next 12 months are approximately $10.0 million, including 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 . The company does not anticipate paying any cash dividends in the foreseeable future, expecting to retain future earnings to fund business development and growth .

Management has explicitly flagged that there is substantial doubt regarding the company's ability to continue as a going concern for at least one year from the filing date, due to significant net losses and the need to raise additional funding . Failure to obtain necessary capital may force the company to delay, limit, or terminate commercial programs, product development efforts, or other operations . The company also faces risks related to the highly competitive pharmaceutical and biotechnology industry, potential product liability exposure, and reliance on third-party contract research organizations (CROs) and manufacturers . Fluctuations in foreign currency, particularly between the U.S. dollar and the British pound sterling, could negatively affect operating results .

Risk Factors

CDT Equity Inc. faces substantial risks, including significant net losses since inception, with a net loss of $39.2 million for the year ended December 31, 2025, and an accumulated deficit of $68.3 million as of the same date, raising substantial doubt about its ability to continue as a going concern . The company's success is highly dependent on the successful development, regulatory approval, and commercialization or partnering of its clinical assets, AZD1656 and AZD5904, which is expensive, time-consuming, and uncertain, with preclinical and clinical trials potentially failing to demonstrate safety or efficacy . The company relies heavily on third-party CROs and manufacturers, exposing it to risks of delays, quality issues, and potential misappropriation of intellectual property . Intellectual property protection is critical, but patents may be challenged, invalidated, or not granted, and enforcing rights in foreign jurisdictions can be difficult and costly . 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 from a previously controlled subsidiary, which could result in substantial costs and diversion of management attention . Material weaknesses in internal control over financial reporting have been identified, including limited segregation of duties, lack of formal review processes for significant transactions, and recurring errors in account balances, which could lead to material misstatements and impact financial reporting accuracy . 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 or competitive harm . The company's operating results and liquidity are vulnerable to market fluctuations and economic downturns, and its cash and cash equivalents, some exceeding government-insured limits, are subject to credit risk from financial institutions .

Management Priorities

Management's message to shareholders emphasizes the company's evolution into a data-driven biotech development platform, leveraging artificial intelligence, solid-form chemistry, and efficient asset repositioning to accelerate novel treatment development . Strategic priorities include unlocking the untapped value of clinical-stage compounds, particularly those deprioritized by larger pharmaceutical companies with strong Phase I safety data, and extending patent life by up to 20 years through advanced co-crystallization and solid-form technologies . Management also highlights the application of AI-powered disease mapping, in partnership with Sarborg Limited, to rapidly identify new therapeutic applications and combinations for existing compounds, and expanding into the animal health market through a collaboration with Manoira Corporation . The company's lean, asset-agnostic model prioritizes speed, adaptability, and capital efficiency, avoiding the cost burden of late-stage clinical trials . Despite these strategic initiatives, management explicitly states 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, due to significant net losses and the need to raise additional funding . The company anticipates requiring approximately $10.0 million for working capital over the next 12 months, including 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, and forecasted research and development costs of $60 thousand .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 1, Business — Overview
  3. [3] Item 1, Business — Overview
  4. [4] Item 1, Business — Market Overview
  5. [5] Item 1, Business — Market Overview
  6. [6] Item 1, Business — Overview
  7. [7] Item 1, Business — Overview
  8. [8] Item 1, Business — Our Development Strategy
  9. [9] Item 1, Business — Overview
  10. [10] Item 1, Business — Overview
  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 1, Business — Overview
  14. [14] Item 1, Business — Overview
  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 — Results of Operations
  20. [20] Item 7, MD&A — Results of Operations
  21. [21] Item 8, Consolidated Balance Sheets
  22. [22] Item 8, Consolidated Balance Sheets
  23. [23] Item 7, MD&A — Liquidity and Capital Resources
  24. [24] Item 7, MD&A — Results of Operations
  25. [25] Item 7, MD&A — Results of Operations
  26. [26] Item 7, MD&A — Reverse Stock Split
  27. [27] Item 1, Business — Principal Strategic Partnerships
  28. [28] Item 1, Business — SARBORG Additional Agreement
  29. [29] Item 1, Business — First Addendum to the SARBORG Additional Agreement
  30. [30] Item 1, Business — Manoira Joint Development Agreement
  31. [31] Item 1, Business — Master Service Agreement – CDT and Charles River Laboratories
  32. [32] Item 1A, Risk Factors — Risks Related to Finances and Capital Requirements
  33. [33] Item 1A, Risk Factors — Risks Related to Finances and Capital Requirements
  34. [34] Item 7, MD&A — Working Capital
  35. [35] Item 7, MD&A — Working Capital
  36. [36] Item 1A, Risk Factors — Risks Related to Our Business and Industry
  37. [37] Item 1, Business — Our Development Strategy
  38. [38] Item 1, Business — Overview
  39. [39] Item 1, Business — Overview
  40. [40] Item 1, Business — Overview
  41. [41] Item 1, Business — Manoira Joint Development Agreement
  42. [42] Item 1, Business — Overview
  43. [43] Item 1, Business — Overview
  44. [44] Item 1, Business — Overview
  45. [45] Item 7, MD&A — General and Administrative Expenses
  46. [46] Item 7, MD&A — Results of Operations
  47. [47] Item 7, MD&A — Cash Requirements
  48. [48] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
  49. [49] Item 7, MD&A — Liquidity and Capital Resources
  50. [50] Item 1A, Risk Factors — Risks Related to Finances and Capital Requirements
  51. [51] Item 1A, Risk Factors — Risks Related to Our Business and Industry
  52. [52] Item 1A, Risk Factors — Fluctuations in foreign currency could have an effect on our reported results of operations.
  53. [53] 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.
  54. [54] 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.
  55. [55] 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.
  56. [56] Item 1A, Risk Factors — Failure to adequately protect our intellectual property could adversely affect our business, financial condition, and operating results.
  57. [57] Item 3, Legal Proceedings
  58. [58] 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.
  59. [59] 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.
  60. [60] Item 1A, Risk Factors — Our operating results and liquidity needs could be negatively affected by market fluctuations and economic downturn.
  61. [61] Item 7, MD&A — Overview
  62. [62] Item 7, MD&A — Overview
  63. [63] Item 7, MD&A — Overview
  64. [64] Item 7, MD&A — Overview
  65. [65] Item 7, MD&A — Liquidity and Capital Resources
  66. [66] Item 7, MD&A — Cash Requirements

Analysis on 5/20/2026