Amendment: SEC Form SCHEDULE 13D/A filed by CDT Equity Inc.

"Item 3. Source or Amount of Funds or Other Consideration." of the Schedule 13D is being amended by this Amendment No. 4 to add the following: On December 8, 2025, the Issuer and Corvus entered into a Sale and Purchase Agreement (the "Agreement") pursuant to which the Issuer sold to Corvus all of the outstanding shares of its wholly-owned subsidiary, Conduit Pharmaceuticals Limited ("CPL"), and issued to Corvus 224,800 shares of Common Stock (the "CDT Shares") and pre-funded warrants (the "Pre-Funded Warrant Shares") to purchase up to 3,685,815 shares of Common Stock (the "Pre-Funded Warrant Shares"), in connection with the sale of CPL, a current subsidiary of the Issuer, that has been the subject of an ongoing litigation as previously disclosed by the Issuer. The Issuer sold CPL, including the potential liability associated with the litigation, to Corvus for a settlement amount of $7,000,000 that was satisfied through the issuance of the CDT Shares and Pre-Funded Warrants. The ability to exercise any or all of the Pre-Funded Warrants is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations ("Stockholder Approval"). Under the terms of the Pre-Funded Warrants, Corvus will not have the right to exercise any portion of the Pre-Funded Warrants if Corvus (together with its affiliates) would beneficially own in excess of 49.99% of the number of the Company's Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Pursuant to the Agreement, the Company agreed to file a resale registration statement (the "Resale Registration Statement") to register the resale of the CDT Shares and Pre-Funded Warrant Shares as soon as practicable, and to use commercially reasonable efforts to have the Resale Registration Statement declared effective by the Commission and to keep such registration statement effective at all times until Corvus no longer own any CDT Shares and Pre-Funded Warrant Shares. The Pre-Funded Warrants and the Agreement are attached as Exhibits 15 and 14, respectively. The description of the terms of the Pre-Funded Warrants and the Agreement is not intended to be complete and is qualified in its entirety by reference to such exhibits. The Agreement contains customary representations, warranties and covenants by the parties which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

"Item 4. Purpose of Transaction." of the Schedule 13D is being amended by this Amendment No. 4 to add the following: See Item 3. Corvus acquired the CDT Shares and Pre-Funded Warrants for investment purposes.

"Item 5. Interest in Securities of the Issuer" of the Schedule 13D is hereby amended and restated by this Amendment No. 4 as follows: (a)-(b) The percentage ownership of shares of Common Stock set forth in this Amendment No. 4 is based upon 2,019,202 shares of Common Stock outstanding as of December 12, 2025, as verified with the Issuer on December 18, 2025. Corvus beneficially owns 246,667 shares of Common Stock, including 227,304 shares of Common Stock owned directly by Corvus, 14 shares of Common Stock owned directly by Algo Holdings, Inc., its wholly-owned subsidiary ("Algo"), and 19,349 shares of Common Stock owned directly by Manoira Corporation ("Manoira"), of which Corvus is owner of 99% of its equity interests, which represents approximately 12.2% of the issued and outstanding shares of Common Stock as of December 12, 2025, and excluding 3,685,815 Pre-Funded Warrant Shares. The ability to exercise any or all of the Pre-Funded Warrants is subject to the receipt of Stockholder Approval. In addition, under the terms of the Pre-Funded Warrants, Corvus will not have the right to exercise any portion of the Pre-Funded Warrants if Corvus (together with its affiliates) would beneficially own in excess of 49.99% of the number of the Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Dr. Regan beneficially owns 386,672 shares of Common Stock, including 140,005 shares of Common Stock held directly by Dr. Regan, 227,304 shares of Common Stock owned directly by Corvus, 14 shares of Common Stock owned directly by Algo and 19,349 shares of Common Stock owned directly by Manoira, which represents approximately 19.1% of the issued and outstanding shares of Common Stock as of December 12, 2025. Dr. Regan is the Chief Executive Officer and sole shareholder of Corvus. Algo is a wholly owned subsidiary 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, Algo 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: 246,667 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 246,667 Dr. Regan Sole power to vote or to direct the vote: 140,005 Shared power to vote or to direct the vote: 246,667 Sole power to dispose or to direct the disposition of: 140,005 Shared power to dispose or to direct the disposition of: 246,667 To the Reporting Persons' knowledge, the other individuals named in Item 2 above do not beneficially own any shares of Common Stock. (c) Except as set forth in Item 4 of this Amendment No. 4, 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. 4. (d) 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. 4. (e) Not applicable.

"Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" of the Schedule 13D is being amended by this Amendment No. 4 to add the following: The disclosure in Item 4 hereof with respect to the Agreement and the Pre-Funded Warrant is incorporated herein by reference.

"Item 7. Material to be filed as Exhibits." of the Schedule 13D is being amended by this Amendment No. 4 to add the following exhibit: 14. Sale and Purchase Agreement, dated as of December 8, 2025 (incorporated by reference to the Exhibit 10.1 to the Issuer's Current Report on Form 8-K as filed with the SEC on December 12, 2025) 15. Pre-Funded Common Stock Purchase Warrant, issued on December 8, 2025 (incorporated by reference to the Exhibit 4.1 to the Issuer's Current Report on Form 8-K as filed with the SEC on December 12, 2025)