SEC Form S-8 filed by Conduit Pharmaceuticals Inc.

As filed with the Securities and Exchange Commission on August 11, 2025

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CDT EQUITY INC.

(Exact name of Registrant as specified in its charter)

CDT Equity Inc. 2023 Amended and Restated Stock Incentive Plan

(Full title of the plan)

Andrew Regan

Chief Executive Officer

CDT Equity Inc.

4581 Tamiami Trail North, Suite 200

Naples, FL 34103

(Name and address of agent for service)

(646) 491-9132

(Telephone number, including area code, of agent for service)

Copies to:

Todd Mason, Esq.

Thompson Hine LLP

300 Madison Ave, 27th Floor

New York, NY 10017

(212) 344-5680

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

EXPLANATORY NOTE

Effective August 5, 2025, Conduit Pharmaceuticals Inc. changed its name to CDT Equity Inc. (the “Registrant”).

On January 25, 2025, and May 19, 2025, the Registrant effected a 1-for-100 reverse stock split and a 1-for-15 reverse stock split of its issued and outstanding common stock, respectively (collectively, the “Reverse Stock Splits”). Unless otherwise indicated, all share numbers herein, including common stock registered hereunder and registered under prior registration statements, give effect to the Reverse Stock Splits.

This registration statement on Form S-8 registers an additional 2,000,000 shares of common stock of the Registrant that may be issuable under the CDT Equity Inc. Amended and Restated 2023 Stock Incentive Plan (as may be amended from time to time, the “2023 Plan” or the “Plan”), which was recently approved by the Registrant’s Board of Directors on July 8, 2025, and by the Registrant’s stockholders on August 5, 2025.

The Registrant previously registered (i) 7,665 shares of common stock available for issuance under the 2023 Plan on a registration statement on Form S-8, filed by the Registrant on December 1, 2023, File No. 333-275860, (ii) 2,460 shares of common stock available for issuance under the 2023 Plan pursuant to the Plan’s evergreen provision effective January 1, 2024, on a registration statement on Form S-8, filed by the Registrant on January 10, 2024, File No. 333-276461, and (iii) 4,616 additional shares of common stock for issuance under the 2023 Plan pursuant to the Plan’s evergreen provision effective January 1, 2025, on a registration statement on Form S-8, filed by the Registrant on February 6, 2025, File No. 333-284741 (such registration statements on Form S-8, the “Prior Registration Statements”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference in this registration statement. Only those items of Form S-8 containing new information not contained in the in the Prior Registration Statements are presented herein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

As permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”), this registration statement omits the information specified in Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC are incorporated by reference into this registration statement:

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Naples, State of Florida, on August 11, 2025.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Regan and/or James Bligh, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the undersigned, thereunto duly authorized.