Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




X0202 SCHEDULE 13D/A 0001990829 XXXXXXXX LIVE 5 Common Stock, par value $0.0001 per share 03/24/2026 false 0001896212 20678X502 CDT Equity Inc. 4851 Tamiami Trail North, Suite 200 Naples FL 34103 Andrew Regan 44 7766 766766 Corvus Capital Ltd. FL. 2, Willow House, Cricket Square PO B Grand Cayman E9 KY1-1107 0001990829 N Corvus Capital Ltd. WC OO N E9 0.00 257166.00 0.00 257166.00 257166.00 N 5.3 CO 0001991325 N Andrew Regan OO N X0 5600.00 257166.00 5600.00 257166.00 262766.00 N 5.4 IN Common Stock, par value $0.0001 per share CDT Equity Inc. 4851 Tamiami Trail North, Suite 200 Naples FL 34103 This Amendment No. 5 to Schedule 13D (this "Amendment No. 5"), relating to the shares of common stock, par value $0.0001 per share ("Common Stock"), of CDT Equity Inc., a Delaware corporation formerly known as Conduit Pharmaceuticals Inc. (the "Issuer"), amends and supplements the Schedule 13D (the "Original Schedule 13D"), originally filed by the reporting persons named therein with the Securities and Exchange Commission (the "Commission") on September 29, 2023, as amended by Amendment No. 1 to the Original Schedule 13D, filed by such reporting persons with the Commission on September 19, 2024 ("Amendment No. 1"), as amended by Amendment No. 2 to the Original Schedule 13D, filed by such reporting persons with the Commission on July 31, 2025 ("Amendment No. 2"), as amended by Amendment No. 3 to the Original Schedule 13D, filed by such reporting persons with the Commission on September 22, 2025 ("Amendment No. 3"), as amended by Amendment No. 4 to the Original Schedule 13D, filed by such reporting persons with the Commission on December 22, 2025 and, together with the Original Schedule 13D, the "Schedule 13D"). Except as specifically amended below, all other provisions of the Schedule 13D remain in effect. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D. The information contained in "Item 1. Security and Issuer." of the Schedule 13D is not being amended by this Amendment No. 5. "Item 2. Identity and Background." of the Schedule 13D is not being amended by this Amendment No. 5. "Item 3. Source or Amount of Funds or Other Consideration." of the Schedule 13D is being amended by this Amendment No. 5 to add the following: On March 24, 2026, the Issuer issued Corvus 147,401 CDT Shares pursuant to Corvus' cashless exercise of all of its Pre-Funded Warrants, after taking into account the Issuer's 1-for-25 reverse stock split of its outstanding shares of Common Stock effected on March 26, 2026. On May 13, 2026, Corvus purchased 100,000 CDT Shares in the open market at a price per share of $1.90, for total cash consideration of $190,000, using its cash on hand. "Item 4. Purpose of Transaction." of the Schedule 13D is being amended by this Amendment No. 5 to add the following: See Item 3. Corvus acquired the CDT Shares for investment purposes. "Item 5. Interest in Securities of the Issuer" of the Schedule 13D is hereby amended and restated by this Amendment No. 5 as follows: (a)-(b) The percentage ownership of shares of Common Stock set forth in this Amendment No. 5 is based upon 4,888,350 shares of Common Stock outstanding as of May 1, 2026, as verified with the Issuer on May 1, 2026. Corvus beneficially owns 257,166 shares of Common Stock, including 256,393 shares of Common Stock owned directly by Corvus and 773 shares of Common Stock owned directly by Manoira Corporation ("Manoira"), of which Corvus is owner of 99% of its equity interests, which represents approximately 5.3% of the issued and outstanding shares of Common Stock as of May 1, 2026. Dr. Regan beneficially owns 262,766 shares of Common Stock, including 5,600 shares of Common Stock held directly by Dr. Regan, 256,393 shares of Common Stock owned directly by Corvus and 773 shares of Common Stock owned directly by Manoira, which represents approximately 5.4% of the issued and outstanding shares of Common Stock as of May 1, 2026. Dr. Regan is the Chief Executive Officer and sole shareholder of Corvus. Dr. Regan is the sole director of Manoira of which Corvus is the 99.0% owner of its equity interests. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held of record by each of Corvus and Manoira. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. The Reporting Persons have the power to vote or dispose of the shares of Common Stock, or direct the vote or disposition thereof, as follows: Corvus Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 257,166 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 257,166 Dr. Regan Sole power to vote or to direct the vote: 5,600 Shared power to vote or to direct the vote: 257,166 Sole power to dispose or to direct the disposition of: 5,600 Shared power to dispose or to direct the disposition of: 257,166. To the Reporting Persons' knowledge, the other individuals named in Item 2 above do not beneficially own any shares of Common Stock. Except as set forth in Item 3 of this Amendment No. 5, none of the Reporting Persons, or, to the knowledge of the Reporting Persons, any of the individuals named in Item 2 above, have engaged in any transaction with respect to the shares of Common Stock during the sixty (60) days prior to the trigger date for the filing of this Amendment No. 5. Other than as described in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment No. 5. Not applicable. "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" of the Schedule 13D is not being amended by this Amendment No. 5. "Item 7. Material to be filed as Exhibits." of the Schedule 13D is not being amended by this Amendment No. 5. Corvus Capital Ltd. /s/ Andrew Regan Andrew Regan/Chief Executive Officer 05/14/2026 Andrew Regan /s/ Andrew Regan Andrew Regan 05/14/2026