UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 12b-25 | SEC FILE NUMBER 001-41245 | |
| NOTIFICATION OF LATE FILING |
| (Check One): | ☒ | Form 10-K | ☐ | Form 20-F | ☐ | Form 11-K | ☐ | Form 10-Q |
| ☐ | Form 10-D | ☐ | Form N-CEN | ☐ | Form N-CSR |
For Period Ended: December 31, 2025
| ☐ | Transition Report on Form 10-K |
| ☐ | Transition Report on Form 20-F |
| ☐ | Transition Report on Form 11-K |
| ☐ | Transition Report on Form 10-Q |
For the Transition Period Ended: ___________________
Read Instructions (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| Full Name of Registrant: | CDT Equity Inc. | |
| Former Name if Applicable: | Conduit Pharmaceuticals Inc. | |
| Address of Principal Executive Offices (Street and Number): | 4851 Tamiami Trail North, Suite 200 | |
| City, State, and Zip code: | Naples, FL 34103 |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12(b)-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the financial statements and related disclosures required to be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Registrant expects to file the Annual Report on or before the fifteenth calendar day following the prescribed due date.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Jamie Bligh | (646) | 491-9132 | ||
| Name | Area Code | Telephone Number |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
For the year ended December 31, 2025, the Registrant anticipates that the Registrant’s net loss will increase by approximately $21.3 million compared to the year ended December 31, 2024, to approximately $39.1 million. The increase was primarily driven by an increase in professional fees, travel expenses, salary and stock-based compensation, and contingent loss accrual. The amounts reported above are still under review by the Registrant’s independent registered public accounting firm and may differ once reported in the Form 10-K to be filed by the Registrant.
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CDT Equity Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on their behalf by the undersigned hereunto duly authorized.
| Date: April 1, 2026 | By: | /s/ Andrew Regan |
| Name: | Andrew Regan | |
| Title: | Chief Executive Officer |
Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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