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 ¹. 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 ². 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 ³. Additionally, in partnership with Sarborg Limited, the company applies AI-powered signature analysis to rapidly identify new therapeutic applications and combinations for existing compounds ⁴. 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 ⁵. 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 ⁶.

The company's current pipeline includes candidates targeting inflammatory and autoimmune disorders, idiopathic male infertility, oncology, dermatology, rare disease, and animal health ⁷. 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 ⁸. 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 ⁹. 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 ¹⁰. 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 ¹¹. 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 ¹².

For the fiscal year ended December 31, 2025, CDT Equity reported a net loss of $39,224 thousand ¹³, compared to a net loss of $17,802 thousand for the year ended December 31, 2024 ¹⁴. Research and development expenses increased by $1,676 thousand, or 50%, to $5,054 thousand in 2025 from $3,378 thousand in 2024 ¹⁵. General and administrative expenses significantly increased by $19,662 thousand, or 163%, reaching $31,703 thousand in 2025 from $12,041 thousand in 2024 ¹⁶. Other expense, net, rose by $1,286 thousand, or 144%, to $(2,176) thousand in 2025 from $(890) thousand in 2024 ¹⁷. Interest expense, net, decreased by $1,187 thousand, or 79%, to $(319) thousand in 2025 from $(1,506) thousand in 2024 ¹⁸. The company's accumulated deficit as of December 31, 2025, was $68,325 thousand ¹⁹, up from $29,101 thousand as of December 31, 2024 ²⁰. Cash and cash equivalents stood at $1,509 thousand as of December 31, 2025 ²¹, compared to $554 thousand as of December 31, 2024 ²². Total liabilities were $12,820 thousand in 2025 ²³, versus $10,986 thousand in 2024 ²⁴.

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 ²⁵. 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 ²⁶. Net cash used in operating activities for 2025 was $15,555 thousand ²⁷, compared to $9,682 thousand in 2024 ²⁸. Net cash provided by financing activities was $17,422 thousand in 2025 ²⁹, up from $6,067 thousand in 2024 ³⁰, primarily from $19,699 thousand in proceeds from common share issuance under the ATM program ³¹.

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 ³². A subsequent 1-for-25 reverse stock split was effected on March 26, 2026 ³³. These resulted in a cumulative effect equivalent to an approximate 1-for-300,000 reverse stock split ³⁴. As of December 31, 2025, the number of issued and outstanding common shares was 92,140 ³⁵, compared to 461 as of December 31, 2024 ³⁶. 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 ³⁷.

Business Outlook

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 ³⁸. The company's current business plan indicates a need for substantial additional capital to fund its long-term strategy and clinical asset development ³⁹. 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 ⁴⁰.

A key growth area for CDT Equity is leveraging artificial intelligence and solid-form chemistry to identify, enhance, and advance high-potential therapeutic assets ⁴¹. The partnership with Sarborg Limited is central to this, providing algorithmic and cybernetic technology services, including decision-support tools and advanced cybernetic systems ⁴². 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 ⁴³. The company has also initiated pre-clinical in-vitro models guided by AI-insights to explore new indications without human intervention ⁴⁴. The Sarborg Agreement, entered on December 12, 2024, aims to enhance efficiency, lower costs, and accelerate timelines by minimizing human intervention in drug development ⁴⁵. 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 ⁴⁶.

Another growth area is the expansion into the animal health market through a partnership with Manoira Corporation ⁴⁷. 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 ⁴⁸. 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 ⁴⁹. This collaboration is expected to enhance the core human therapeutic pipeline and open new revenue streams in the high-growth veterinary market ⁵⁰.

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 ⁵¹. 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 ⁵². 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 ⁵³. 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 ⁵⁴.

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 ⁵⁵. As of December 31, 2025, the company had raised the full $23.9 million (net of fees) available through its Sales agreement ⁵⁶. 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 ⁵⁷. 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 ⁵⁸.

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 ⁵⁹, 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 ⁶⁰. 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 ⁶¹. 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 ⁶². There is an inherent risk of product liability from clinical testing and future commercialization, with potential for substantial liabilities if insurance coverage is inadequate ⁶³. 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 ⁶⁴. 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 ⁶⁵. 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 ⁶⁶. 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 ⁶⁷. 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 ⁶⁸. 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 ⁶⁹.

Management 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 ⁷⁰. 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 ⁷¹. 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 ⁷². 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 ⁷³. 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 ⁷⁴.

View Source Annual Report on SEC.gov ↗

References

[1] Item 1, Business — Overview
[2] Item 1, Business — Overview
[3] Item 1, Business — Overview
[4] Item 1, Business — Overview
[5] Item 1, Business — Overview
[6] Item 1, Business — Overview
[7] Item 1, Business — Overview
[8] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
[9] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
[10] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
[11] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
[12] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
[13] Item 7, MD&A — Results of Operations
[14] Item 7, MD&A — Results of Operations
[15] Item 7, MD&A — Results of Operations
[16] Item 7, MD&A — Results of Operations
[17] Item 7, MD&A — Results of Operations
[18] Item 7, MD&A — Results of Operations
[19] Item 7, MD&A — Liquidity and Capital Resources
[20] Item 7, MD&A — Liquidity and Capital Resources
[21] Item 7, MD&A — Cash Flows
[22] Item 7, MD&A — Cash Flows
[23] Item 8, Consolidated Balance Sheets
[24] Item 8, Consolidated Balance Sheets
[25] Item 7, MD&A — Results of Operations
[26] Item 7, MD&A — Results of Operations
[27] Item 7, MD&A — Cash Flows
[28] Item 7, MD&A — Cash Flows
[29] Item 7, MD&A — Cash Flows
[30] Item 7, MD&A — Cash Flows
[31] Item 7, MD&A — Cash Flows
[32] Item 7, MD&A — Reverse Stock Split
[33] Item 7, MD&A — Reverse Stock Split
[34] Item 7, MD&A — Reverse Stock Split
[35] Item 7, MD&A — Reverse Stock Split
[36] Item 7, MD&A — Reverse Stock Split
[37] Item 13, Certain Relationships and Related Transactions, and Director Independence — Transactions with Corvus Capital Limited
[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] 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] Item 7, MD&A — Liquidity and Capital Resources
[41] Item 1, Business — Overview
[42] Item 1, Business — Principal Strategic Partnerships
[43] Item 1, Business — Overview
[44] Item 1, Business — Overview
[45] Item 1, Business — Principal Strategic Partnerships
[46] Item 1, Business — Overview
[47] Item 1, Business — Overview
[48] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
[49] Item 1, Business — Our Initial Pipeline: HK-4 Glucokinase Activator Cocrystal, AZD1656, and its metabolite AZD5658 and AZD5904
[50] Item 1, Business — Overview
[51] Item 1, Business — Our Development Strategy
[52] Item 1, Business — Our Development Strategy
[53] Item 1, Business — Government Regulation and Product Approval
[54] Item 1, Business — Manufacturing
[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] Item 7, MD&A — Liquidity and Capital Resources
[57] Item 7, MD&A — Liquidity and Capital Resources
[58] Item 7, MD&A — Cash Requirements
[59] Item 7, MD&A — Liquidity and Capital Resources
[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] 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] 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] 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] 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] Item 1A, Risk Factors — Failure to adequately protect our intellectual property could adversely affect our business, financial condition, and operating results.
[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] 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] Item 1A, Risk Factors — Fluctuations in foreign currency could have an effect on our reported results of operations.
[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] Item 1, Business — Overview
[71] Item 1, Business — Overview
[72] Item 1, Business — Overview
[73] Item 1, Business — Overview
[74] Item 1, Business — Government Regulation and Product Approval

Analysis on 5/20/2026

Recent Material Events

2026-07-16Material Event

CDT Equity Inc. announced a 1-for-10 reverse stock split to ensure continued compliance with the Nasdaq bid-price rule. The split becomes effective on July 17, 2026, and the company's common stock is expected to begin trading on a reverse stock split-adjusted basis on July 20, 2026. CDT Equity Inc. is a data-driven biopharmaceutical development company focused on therapeutic asset advancement through scientific innovation and strategic partnerships.

View filing ↗

2026-07-07Material Event

CDT Equity Inc. entered into an Amended and Restated Loan Agreement and an Amended and Restated Senior Secured Convertible Promissory Note with J.J. Astor & Co. to close the second tranche of a $1,971,000 loan. The company will begin making twenty-four equal weekly installment payments of $82,125 starting July 10, 2026. CDT Equity Inc. is a financial services company.

View filing ↗