CDT Equity registers resale of 16.8 million shares tied to notes and Sarborg deal

CDT Equity Inc., formerly Conduit Pharmaceuticals Inc., filed a Form S-1 on September 8, 2026 to register the resale of 16,825,644 shares of common stock covering warrant shares tied to a lender called J.J. Astor & Co., conversion shares from senior secured convertible promissory notes, shares issued to consultants including EX-ANIMO Ltd, Maxim Partners LLC, and Ian Burton, shares issued to Sarborg Limited shareholders under a Securities Purchase Agreement, and additional shares tied to an amendment with Sarborg.¹

The company said it is not itself offering stock for sale. CDT Equity is registering the shares on behalf of selling stockholders, and it will not receive proceeds from any sales made by those stockholders under this prospectus.¹

The filing follows a reverse stock split. On July 15, 2026 the company filed a certificate of amendment effecting a 1-for-10 reverse stock split, effective July 17, 2026 at 5:00 p.m. Eastern, converting every 10 shares of common stock into one share.¹ The stock trades on Nasdaq under "CDT," and closed at $0.63 on September 4, 2026.¹

On financing, the company issued a senior secured convertible note to J.J. Astor on June 11, 2026 for $1,971,000 in principal, along with warrants to purchase 91,250 shares at $7.20 per share.¹ The note was later amended multiple times, and a third amendment advanced $200,000 more and raised the outstanding principal to $2,536,650.¹

Separately, on July 30, 2026 the company agreed to acquire 270 shares of Sarborg Limited, representing about 4.76% of Sarborg's outstanding common stock, from certain Sarborg stockholders.¹ The company reported net losses of $39.2 million for 2025 and $17.8 million for 2024, with an accumulated deficit of $68.3 million as of December 31, 2025.¹ The filing also discloses substantial doubt about the company's ability to continue as a going concern, an assessment included in its auditor's report for fiscal year 2025.¹