Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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CDT Equity Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
20678X502 (CUSIP Number) |
Andrew Regan Corvus Capital Ltd., FL. 2, Willow House, Cricket Square PO B Grand Cayman, E9, KY1-1107 44 7766 766766 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 20678X502 |
| 1 |
Name of reporting person
Corvus Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
257,166.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 20678X502 |
| 1 |
Name of reporting person
Andrew Regan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
262,766.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
CDT Equity Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4851 Tamiami Trail North, Suite 200, Naples,
FLORIDA
, 34103. | |
Item 1 Comment:
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 | |
| (a) | "Item 2. Identity and Background." of the Schedule 13D is not being amended by this Amendment No. 5. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
"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 | |
"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 | |
| (a) | "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. | |
| (b) | 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. | |
| (c) | 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. | |
| (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. 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
"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. | |
"Item 7. Material to be filed as Exhibits." of the Schedule 13D is not being amended by this Amendment No. 5. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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