duit Pharmaceuticals (CDT) - 2025 Q2 - Quarterly Report

PART I—FINANCIAL INFORMATION This section presents CDT Equity Inc.'s unaudited condensed consolidated financial statements and management's analysis Item 1. Financial Statements This section presents CDT Equity Inc.'s unaudited condensed consolidated financial statements and notes Condensed Consolidated Balance Sheets This section details the company's financial position, including assets, liabilities, and stockholders' equity | (in thousands) | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :----------------------------------- | :-------------------------- | :-------------------------- | | ASSETS | | | | Cash and cash equivalents | $3,332 | $554 | | Total current assets | $6,386 | $2,715 | | Total assets | $7,989 | $4,193 | | LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | Total current liabilities | $4,413 | $10,741 | | Total liabilities | $4,460 | $10,986 | | Total stockholders' equity (deficit) | $3,529 | $(6,793) | | Total liabilities and stockholders' equity (deficit) | $7,989 | $4,193 | - The Company's cash and cash equivalents significantly increased from $554 thousand at December 31, 2024, to $3,332 thousand at June 30, 2025[13] - Total current liabilities decreased substantially from $10,741 thousand at December 31, 2024, to $4,413 thousand at June 30, 2025[13] - Stockholders' equity shifted from a deficit of $(6,793) thousand at December 31, 2024, to a positive equity of $3,529 thousand at June 30, 2025[13] Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss This section outlines the company's financial performance, including revenues, expenses, and net loss | (in thousands, except share and per share amounts) | Three Months ended June 30, 2025 | Three Months ended June 30, 2024 | Six Months ended June 30, 2025 | Six Months ended June 30, 2024 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development expenses | $1,860 | $25 | $2,776 | $153 | | General and administrative expenses | $3,092 | $3,115 | $5,792 | $5,942 | | Total operating expenses | $4,952 | $3,140 | $8,568 | $6,095 | | Operating loss | $(4,952) | $(3,140) | $(8,568) | $(6,095) | | Net loss | $(6,028) | $(5,383) | $(10,781) | $(8,935) | | Basic and diluted net loss per share | $(5.46) | $(109.33) | $(15.77) | $(181.51) | | Total comprehensive loss | $(6,105) | $(5,384) | $(10,926) | $(8,959) | - Research and development expenses significantly increased by 7,340% for the three months ended June 30, 2025, compared to the same period in 2024, and by 1,714% for the six months ended June 30, 2025, primarily due to Sarborg agreements and other R&D activities[14][203][209] - Net loss increased to $(6,028) thousand for the three months ended June 30, 2025, from $(5,383) thousand in the prior year, and to $(10,781) thousand for the six months ended June 30, 2025, from $(8,935) thousand in the prior year[14] - Basic and diluted net loss per share improved significantly to $(5.46) for the three months ended June 30, 2025, from $(109.33) in the prior year, and to $(15.77) for the six months ended June 30, 2025, from $(181.51) in the prior year, despite increased net loss, due to a higher weighted-average common shares outstanding[14] Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit This section details changes in the company's equity, including common stock and accumulated deficit | (in thousands, except share amounts) | Balance at January 1, 2025 | Issuance of Common Stock for services | Issuance of Common Stock under the ATM Program | Issuance of Common Stock upon exercise of conversion option | Stock-based compensation | Share Repurchases | Foreign currency translation adjustment | Net loss | Balance at June 30, 2025 | | :----------------------------------- | :------------------------- | :------------------------------------ | :--------------------------------------------- | :-------------------------------------------------------- | :----------------------- | :---------------- | :------------------------------------ | :--------- | :----------------------- | | Common stock (Shares) | 92,320 | 421,442 | 1,472,945 | 418,439 | - | - | - | - | 2,405,146 | | Additional paid-in capital | $21,894 | $2,952 | $12,055 | $5,953 | $394 | - | - | - | $43,248 | | Accumulated deficit | $(29,101) | - | - | - | - | - | - | $(10,781) | $(39,882) | | Total stockholders' equity (deficit) | $(6,793) | $2,952 | $12,055 | $5,953 | $394 | $(106) | $(145) | $(10,781) | $3,529 | - Total stockholders' equity (deficit) improved from a deficit of $(6,793) thousand at January 1, 2025, to a positive $3,529 thousand at June 30, 2025[7] - Additional paid-in capital significantly increased from $21,894 thousand to $43,248 thousand, driven by common stock issuances for services, ATM program, and conversion options[7] - The accumulated deficit increased from $(29,101) thousand to $(39,882) thousand due to the net loss incurred during the period[7] Unaudited Condensed Consolidated Statement of Cash Flows This section presents the company's cash flows from operating, investing, and financing activities | (in thousands) | Six Months ended June 30, 2025 | Six Months ended June 30, 2024 | | :----------------------------------------- | :----------------------------- | :----------------------------- | | Net cash flows used in operating activities | $(6,509) | $(3,870) | | Net cash flows used in investing activities | $(405) | $(224) | | Net cash flows provided by financing activities | $9,684 | $113 | | Net change in cash and cash equivalents | $2,778 | $(4,009) | | Cash and cash equivalents at end of period | $3,332 | $219 | - Net cash used in operating activities increased to $(6,509) thousand for the six months ended June 30, 2025, from $(3,870) thousand in the prior year[19][225][226] - Net cash provided by financing activities significantly increased to $9,684 thousand for the six months ended June 30, 2025, from $113 thousand in the prior year, primarily due to proceeds from the ATM program[19][228] - Cash and cash equivalents at the end of the period increased to $3,332 thousand at June 30, 2025, from $219 thousand at June 30, 2024[19] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations of accounting policies, fair value measurements, and financial transactions Note 1. Nature of the Business, Basis of Presentation and Summary of Significant Accounting Policies This note describes CDT Equity Inc.'s business, financial presentation, and key accounting policies - CDT Equity Inc. (formerly Conduit Pharmaceuticals Inc.) is a data-driven pharmaceutical development company leveraging AI, solid-form chemistry, and asset repositioning to advance therapeutic assets[22][26][181][182] - The company focuses on unlocking value from clinical-stage compounds, particularly those deprioritized by larger pharmaceutical companies, by improving drug properties and extending patent life through advanced co-crystallization and solid-form technologies[23][183] - CDT Equity Inc. operates with a lean, asset-agnostic model, prioritizing speed, adaptability, and capital efficiency by avoiding late-stage clinical trial costs and focusing on high-leverage development strategies[25][191] - The company has an accumulated deficit of $39.9 million as of June 30, 2025, and management has determined there is substantial doubt about its ability to continue as a going concern without additional funding[30][31][32] - The company effected two reverse stock splits: a 1-for-100 split on January 24, 2025, and a 1-for-15 split on May 15, 2025, retroactively adjusting all historical share and per-share amounts[34][35][36] Note 2. Fair Value This note details the company's fair value measurements for convertible notes and warrants | (in thousands) | Level 1 | Level 2 | Level 3 | Total | | :--------------- | :------ | :------ | :------ | :---- | | Assets (June 30, 2025): | | | | | | Cash equivalents | $331 | $- | $- | $331 | | Liabilities (June 30, 2025): | | | | | | Convertible notes payable, at fair value | $- | $- | $1,882 | $1,882 | | Liability Classified Warrants | $- | $- | $1 | $1 | | Assets (December 31, 2024): | | | | | | Cash equivalents | $192 | $- | $- | $192 | | Liabilities (December 31, 2024): | | | | | | Convertible notes payable, at fair value | $- | $- | $5,856 | $5,856 | | Liability Classified Warrants | $- | $- | $138 | $138 | - The fair value of convertible notes payable (Level 3) decreased from $5,856 thousand at December 31, 2024, to $1,882 thousand at June 30, 2025[63][64] - Liability Classified Warrants (Level 3) decreased significantly from $138 thousand at December 31, 2024, to $1 thousand at June 30, 2025[63][64] - The fair value of the A.G.P. Convertible Note is estimated using a binomial lattice model, with significant unobservable inputs including stock price, term, corporate bond yield, credit spread, probability of default, recovery upon default, and volatility[67][69] Note 3. Balance Sheet Details This note provides detailed breakdowns of prepaid expenses and accrued liabilities | (in thousands) | As of June 30, 2025 | As of December 31, 2024 | | :------------------------------------ | :------------------ | :---------------------- | | Prepaid expenses and other current assets: | | | | Prepaid directors' and officers' insurance | $606 | $1,187 | | Prepaid expenses | $437 | $85 | | Other receivables | $245 | $489 | | Total prepaid expenses and other current assets | $1,288 | $1,781 | | Accrued expenses and other current liabilities: | | | | Accrued professional fees | $334 | $242 | | Accrued research & development costs | $248 | $280 | | Accrued legal contingency | $426 | $389 | | Accrued interest | $- | $383 | | HMRC payable | $63 | $396 | | Total accrued expenses and other current liabilities | $1,140 | $1,963 | - Total prepaid expenses and other current assets decreased from $1,781 thousand at December 31, 2024, to $1,288 thousand at June 30, 2025, primarily due to a decrease in prepaid D&O insurance[72] - Total accrued expenses and other current liabilities decreased from $1,963 thousand at December 31, 2024, to $1,140 thousand at June 30, 2025, largely due to the waiver of accrued interest and reduction in HMRC payable[73] Note 4. Convertible Notes Payable This note details the company's convertible notes payable, including their settlement and outstanding balances - The Convertible Promissory Note Payable of $0.8 million was settled in full on March 13, 2025, for $0.7 million, resulting in a $0.1 million gain on debt extinguishment[74][75] - The August 2024 Nirland Note, initially $2.7 million, was fully repaid by February 12, 2025, through conversions into common stock and a cash payment, resulting in a $0.1 million gain on extinguishment[78][84] - The A.G.P. Convertible Note, issued for $5.7 million, had approximately $3.6 million in outstanding principal and interest remaining as of June 30, 2025, after multiple conversions into common stock[88][94][95] - The Company recorded a $0.4 million gain for the six months ended June 30, 2025, due to the waiver of previously accrued interest on the A.G.P. Deferred Commission Payable[86] Note 5. Loans Payable This note outlines the company's loan agreements, including repayment status and remaining obligations - Two Loan Agreements totaling $0.2 million, initially entered into on May 1, 2022, were fully repaid in February 2025 after an amendment extended their maturity to December 19, 2024[96][97][98] - The October 2024 Nirland Note of $0.6 million, bearing 12% interest, was fully repaid by February 7, 2025, with no remaining obligations as of June 30, 2025[99][101] Note 6. Research and Development Expense This note details the company's research and development expenses and related agreements - CDT Equity Inc. entered into an August 2024 License Agreement with AstraZeneca for HK-4 Glucokinase activators AZD1656 and AZD5658, and myeloperoxidase inhibitor AZD5904, for which CDT is responsible for development and commercialization[103] - The Sarborg Service Agreement (December 2024) and Sarborg Additional Agreement (March 2025) provide AI/cybernetic technology services for decision-support, predictive models, and analysis of AstraZeneca assets, with total R&D expense of $1.5 million and $0.8 million respectively for the six months ended June 30, 2025[108][109][117][119][147] - A diagnostic dashboard acquired under the Sarborg Service Agreement for $0.4 million was capitalized as an asset with a two-year useful life, with $57 thousand amortization expense recorded for the six months ended June 30, 2025[115] - The Company entered into a Master Services Agreement with Charles River Laboratories for preclinical testing and research services, recognizing $0.1 million in R&D expense for the three and six months ended June 30, 2025[118] - A Joint Development Agreement with Manoira Corporation (a related party) was established to evaluate AZD1656 and AZD5658 in animal health, with CDT issuing $0.4 million in common stock as its contribution[122][123][124][149] Note 7. Share Based Compensation This note describes the company's share-based compensation plans and awards - The 2023 Stock Incentive Plan authorized 7,665 shares, with an additional 4,616 shares added on February 6, 2025, and 2,461 shares on January 10, 2024, under its 'evergreen' provision, totaling 10,712 shares available as of June 30, 2025[125] - Non-employee directors received $0.1 million in fully vested common stock for unpaid cash retainers, resulting in $58 thousand and $0.1 million expense for the three and six months ended June 30, 2025, respectively[126] - A one-time award of 7,679 shares was issued to a non-employee director, resulting in $0.1 million expense for the three and six months ended June 30, 2025[127] - Stock-based compensation expense recognized within General and Administrative expenses totaled $0.2 million and $0.4 million for the three and six months ended June 30, 2025, respectively, compared to $0.5 million and $0.9 million in the prior year periods[135][136] Note 8. Income Taxes This note explains the company's income tax position, including its effective tax rate and deferred tax assets - The Company's effective tax rate was 0.0% for the six months ended June 30, 2025, and 2024, due to current year tax losses and a valuation allowance against net deferred tax assets, and operating in a zero tax jurisdiction[137] Note 9. Common Stock and Preferred Stock This note details the company's common stock activities, including ATM offerings and share repurchases - Under the At-the-Market (ATM) Offering Sales Agreement, the Company sold 1,183,221 and 1,472,945 shares of common stock for the three and six months ended June 30, 2025, respectively, generating $11.9 million in net proceeds[138][140] - As of the filing date, approximately $8.0 million remains available under the $23.9 million ATM Sales Agreement[140] - The Board authorized a $1.0 million share repurchase program on April 10, 2025, under which 11,713 shares were repurchased at an average price of $8.85/share as of June 30, 2025[141] Note 10. Net Loss Per Share Attributable to Common Stockholders This note provides the calculation of net loss per share and potentially dilutive securities | Potentially Dilutive Securities (upon conversion) | As of June 30, 2025 | As of June 30, 2024 | | :------------------------------------------------ | :------------------ | :------------------ | | Public warrants | 9,319 | 9,319 | | PIPE Warrants | - | 1,333 | | A.G.P. Warrants | 36 | 36 | | Stock Options | 4,030 | 714 | | A.G.P. Convertible Note | 144,016 | - | | Antidilutive Securities | 160,447 | 12,594 | - The total number of antidilutive securities increased significantly to 160,447 as of June 30, 2025, from 12,594 as of June 30, 2024, primarily due to the A.G.P. Convertible Note[142] Note 11. Related Party Transactions This note details transactions with related parties, including agreements with Sarborg and Manoira Corporation - Dr. Andrew Regan, CEO and Board member, also controls Corvus Capital Limited and is a director of Sarborg and Manoira Corporation, establishing these entities as related parties[143][147][149] - Director travel expenses payable to Dr. Regan were approximately $0.3 million for both the three and six months ended June 30, 2025[144] - Nirland, a former related party, no longer has outstanding obligations with the Company as of June 30, 2025, following the repayment of the August 2024 and October 2024 Nirland Notes[146] - CDT issued $0.2 million and $1.5 million in common stock to Sarborg for services under the Sarborg Service Agreement and Sarborg Additional Agreement, respectively, recorded as prepaid expenses[147] - CDT issued $0.4 million in common stock to Manoira Corporation as its contribution to a Joint Development Agreement for evaluating AZD1656 and AZD5658 in animal health[149] Note 12. Other Expense, net This note outlines the components of other expense, net, and their impact on financial results | (in thousands) | Three Months ended June 30, 2025 | Three Months ended June 30, 2024 | Six Months ended June 30, 2025 | Six Months ended June 30, 2024 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total other income | $15 | $93 | $895 | $121 | | Total other expense | $1,091 | $2,336 | $3,108 | $2,961 | | Total other expense, net | $(1,076) | $(2,243) | $(2,213) | $(2,840) | - Total other expense, net decreased by $1.1 million (52%) for the three months ended June 30, 2025, to $(1,076) thousand, primarily due to a decrease in loss on warrant issuance, partially offset by an increase in loss on change in fair value of convertible notes[150][206] - For the six months ended June 30, 2025, total other expense, net decreased by $0.6 million (24%) to $(2,213) thousand, driven by a decrease in warrant issuance loss, a gain on waiver of accrued interest, and a gain on debt extinguishment, partially offset by a loss on change in fair value of convertible notes[150][211] Note 13. Warrants This note describes the classification and fair value measurement of the company's warrants - Equity Classified Warrants include Publicly Traded Warrants, Private Placement Warrants, March 2024 Warrants, and April 2024 Warrants, all classified within permanent equity[151] - Liability Classified Warrants, including PIPE Warrants, A.G.P. Warrants, and A.G.P. 2024 Warrants, are measured at fair value at inception and each reporting period, with changes recorded in other income (expense), net[157] - The Company recorded a gain on the change in fair value of Liability Classified Warrants of $6,000 and $0.1 million for the three months ended June 30, 2025 and 2024, respectively, and $0.1 million for the six months ended June 30, 2025 and 2024[158] - All PIPE Warrants were exercised on December 11, 2024, after the exercise price was reduced, generating approximately $0.2 million in proceeds used to pay down the October 2024 Nirland Note[161] Note 14. Commitments and Contingencies This note details the company's commitments and contingencies, including legal proceedings - As of June 30, 2025, a legal contingency of $0.4 million is considered probable and reasonably estimable, and an estimated liability has been accrued[163] - Strand Hanson Limited filed a claim for $2 million in advisory fees and 4,333 shares of Common Stock, with a trial scheduled for October 20, 2025; CDT intends to vigorously defend against these claims[164] - St George Street Capital filed complaints claiming CDT was not the sole owner of the AZD 1656 co-crystal patent; the range of possible loss cannot be estimated and is not considered probable as of June 30, 2025[165] - The Company has a lease agreement for laboratory space in Cambridge, England, with a right-of-use asset and corresponding lease liability of $0.2 million as of June 30, 2025, and $0.2 million in future minimum lease payments remaining[166] Note 15. Segments This note explains that CDT Equity Inc. operates as a single operating segment - CDT Equity Inc. operates as a single operating segment focused on the research and development of clinical assets[168] - The Chief Operating Decision Maker (CEO Dr. Andrew Regan) manages operations on a consolidated basis, assessing performance and allocating resources based on consolidated net loss and budget-to-actual variances[168][169] | (Dollar amounts in thousands) | Three Months ended June 30, 2025 | Three Months ended June 30, 2024 | Six Months ended June 30, 2025 | Six Months ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research & development expenses-clinical asset development | $222 | $25 | $411 | $153 | | Research & development expense – related parties | $1,638 | $- | $2,365 | $- | | General and administrative expenses – salaries, payroll and SBC | $751 | $1,184 | $1,444 | $2,170 | | Net loss | $(6,028) | $(5,383) | $(10,781) | $(8,935) | Note 16. Subsequent Events This note discloses significant events that occurred after the reporting period - On July 1, 2025, an Addendum to the Sarborg Additional Agreement expanded the scope to include external analysis of third-party pharma assets for drug repurposing, with a total consideration of $0.3 million paid in cash[172] - Effective August 4, 2025, James Bligh was appointed permanent Chief Financial Officer, maintaining his role as a Board member with unchanged compensation[173] - On August 5, 2025, the Company officially changed its name from "Conduit Pharmaceuticals Inc." to "CDT Equity Inc." to reflect its evolving strategy as a data-driven biotech development company[174] - Stockholders approved an amendment to the 2023 Stock Incentive Plan on August 5, 2025, authorizing an additional 2,000,000 shares of Common Stock for awards[175] - On August 11, 2025, a second Addendum to the Sarborg Additional Agreement was entered into, integrating a Cryptocurrency AI Agent into CDT Equity's Treasury Strategy, with an initial consideration of $150,000[176][177] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on CDT Equity Inc.'s financial condition and operational results Overview This section provides an overview of CDT Equity Inc.'s strategic evolution, R&D focus, and partnerships - CDT Equity Inc. (formerly Conduit Pharmaceuticals Inc.) has evolved into a data-driven biotech development company, leveraging AI, solid-form chemistry, and strategic partnerships to advance high-potential therapeutic assets[181][182] - The company's strategy focuses on repurposing clinical-stage compounds, particularly those deprioritized by larger pharmaceutical companies, and extending patent life through advanced co-crystallization technologies[183][184] - Collaborations with Sarborg utilize AI-powered disease mapping to identify novel repurposing opportunities and inform new combination patent filings, aiming to enhance efficiency, lower costs, and accelerate drug development[185][187][188] - A partnership with Manoira expands the drug portfolio into the animal health market, providing cost-efficient data for human clinical programs while exploring new revenue streams[189] - The company is evaluating a cryptocurrency treasury reserve strategy for strategic and financial benefits as part of a diversified capital management approach[190] Key Component of Result of Operations This section analyzes key components impacting the company's operating results Research and Development Expenses This section details the nature and significant increase in the company's research and development expenses - Research and development expenses primarily consist of costs for clinical asset and program development, expensed as incurred, including third-party CROs, license fees, and personnel-related expenses[195][199] | (Dollar amounts in thousands) | Three Months ended June 30, 2025 | Three Months ended June 30, 2024 | Six Months ended June 30, 2025 | Six Months ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development expenses | $1,860 | $25 | $2,776 | $153 | - R&D expenses increased significantly by $1.8 million (7,340%) for the three months and $2.6 million (1,714%) for the six months ended June 30, 2025, primarily due to Sarborg agreements and Thesprogen Consulting Agreement[203][209] General and Administrative Expenses This section describes the components and changes in the company's general and administrative expenses - General and administrative expenses include salaries, legal fees, professional fees (accounting, auditing, tax, consulting), insurance, and travel costs[197] | (Dollar amounts in thousands) | Three Months ended June 30, 2025 | Three Months ended June 30, 2024 | Six Months ended June 30, 2025 | Six Months ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | General and administrative expenses | $3,092 | $3,115 | $5,792 | $5,942 | - G&A expenses decreased by $23 thousand (1%) for the three months and $0.15 million (3%) for the six months ended June 30, 2025, primarily due to reduced payroll and stock-based compensation, partially offset by increased legal and travel expenses[204][210] Other Income (Expenses) This section analyzes the components and changes in other income (expenses), net - Other income (expenses), net, includes changes in the fair value of options, convertible notes, and expenses from warrant issuances[200] | (Dollar amounts in thousands) | Three Months ended June 30, 2025 | Three Months ended June 30, 2024 | Six Months ended June 30, 2025 | Six Months ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Other income (expense), net | $(1,023) | $(2,126) | $(1,992) | $(2,613) | - Other income (expense), net, decreased by $1.1 million (52%) for the three months and $0.6 million (24%) for the six months ended June 30, 2025, primarily due to reduced warrant issuance losses and gains on debt extinguishment/interest waiver, partially offset by increased losses on convertible notes fair value changes[206][211] Interest expense, net This section details the components and changes in the company's interest expense, net - Interest expense, net, primarily consists of interest on convertible loan notes, promissory notes, and deferred commissions, offset by interest income on cash[201] | (Dollar amounts in thousands) | Three Months ended June 30, 2025 | Three Months ended June 30, 2024 | Six Months ended June 30, 2025 | Six Months ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest expense, net | $(57) | $(119) | $(233) | $(238) | - Interest expense, net, decreased by $62 thousand (52%) for the three months ended June 30, 2025, due to lower interest on deferred commission payable, partially offset by interest on the A.G.P. Convertible Note[208] - The change in interest expense, net, for the six months ended June 30, 2025, was immaterial compared to the prior year[213] Results of Operations This section provides a comparative analysis of the company's financial performance for the reported periods Comparison of the Three Months Ended June 30, 2025 and 2024 This section compares the company's financial performance for the three months ended June 30, 2025 and 2024 | (Dollar amounts in thousands) | June 30, 2025 | June 30, 2024 | Change Amount (in thousands) | Change % | | :------------------------------------ | :------------ | :------------ | :------------ | :------- | | Research and development expenses | $1,860 | $25 | $1,835 | 7,340% | | General and administrative expenses | $3,092 | $3,115 | $(23) | (1)% | | Other income (expense), net | $(1,023) | $(2,126) | $(1,103) | (52)% | | Interest expense, net | $(57) | $(119) | $(62) | (52)% | - Research and development expenses saw a substantial increase of 7,340% ($1.8 million) due to Sarborg agreements and other R&D activities[203] - General and administrative expenses slightly decreased by 1% ($23 thousand) due to lower payroll and stock-based compensation, partially offset by higher legal and travel costs[204] - Other income (expense), net, improved by 52% ($1.1 million) as a result of decreased losses from warrant issuances, despite increased losses from changes in fair value of convertible notes[206] Comparison of the Six Months Ended June 30, 2025 and 2024 This section compares the company's financial performance for the six months ended June 30, 2025 and 2024 | (Dollar amounts in thousands) | June 30, 2025 | June 30, 2024 | Change Amount (in thousands) | Change % | | :------------------------------------ | :------------ | :------------ | :------------ | :------- | | Research and development expenses | $2,776 | $153 | $2,623 | 1,714% | | General and administrative expenses | $5,792 | $5,942 | $(150) | (3)% | | Other income (expense), net | $(1,992) | $(2,613) | $621 | 24% | | Interest expense, net | $(233) | $(238) | $5 | 2% | - Research and development expenses increased by 1,714% ($2.6 million) due to Sarborg agreements and Thesprogen Consulting Agreement[209] - General and administrative expenses decreased by 3% ($0.15 million) due to lower salaries, stock compensation, and insurance, partially offset by higher legal and travel expenses[210] - Other income (expense), net, improved by 24% ($0.6 million) due to decreased warrant issuance losses, a gain on interest waiver, and debt extinguishment, partially offset by increased losses on convertible notes fair value changes[211] Liquidity and Capital Resources This section discusses the company's liquidity, capital resources, and ability to fund future operations - CDT Equity Inc. has incurred net losses and negative operating cash flows since inception, with primary capital sources being convertible debt, private equity placements, and the ATM program[214] - Management has concluded there is substantial doubt about the company's ability to continue as a going concern for the next 12 months due to insufficient liquidity to fund its current business plan[31][217] - The company expects to finance future cash needs through public or private equity/debt financings or strategic partnerships, but there is no assurance such funding will be available on acceptable terms[32][215][216] Sources and Uses of Liquidity This section outlines the company's primary sources and uses of cash and future funding strategies - Primary cash use is funding operations, including ongoing research and development and business operations[215] - Future cash needs are expected to be financed through public or private equity/debt financings or strategic partnerships[215] - Failure to secure additional funding could lead to delays or curtailment of operations and R&D activities, materially affecting the company's financial condition[215][216] Cash Requirements This section details the company's anticipated cash needs, including outstanding convertible notes - The A.G.P. Convertible Note, with a principal amount of $5.7 million and 5.5% annual interest, has approximately $3.6 million in outstanding principal and interest remaining as of June 30, 2025, due November 25, 2025[219][221] - The note can be converted into common stock at A.G.P.'s discretion, subject to authorized shares and shareholder approval[220] Working Capital This section discusses the company's working capital position and management's plan to fund future needs - Anticipated cash required for working capital for the next 12 months is approximately $12.7 million, including $1.3 million for R&D, $7.2 million for G&A, and $4.2 million for a convertible promissory note[222] - Management believes it can fund working capital through existing cash, current borrowings, and equity raises, including the remaining $8.0 million from the ATM Sales Agreement[222][223] Cash Flows This section analyzes the company's cash flows from operating, investing, and financing activities | (in thousands) | Six Months ended June 30, 2025 | Six Months ended June 30, 2024 | | :----------------------------------------- | :----------------------------- | :----------------------------- | | Net cash (used in) provided by: | | | | Operating Activities | $(6,509) | $(3,870) | | Investing Activities | $(405) | $(224) | | Financing Activities | $9,684 | $113 | | Effect of exchange rate changes on cash and cash equivalents | $8 | $(28) | | Net increase(decrease) in cash and cash equivalents | $2,778 | $(4,009) | - Net cash used in operating activities increased to $6.5 million for the six months ended June 30, 2025, primarily due to a net loss of $10.8 million, partially offset by non-cash adjustments and changes in operating assets/liabilities[225] - Net cash provided by financing activities significantly increased to $9.7 million for the six months ended June 30, 2025, driven by $11.9 million from the ATM program, partially offset by various note repayments and treasury stock purchases[228] - Net cash used in investing activities was $0.4 million for the six months ended June 30, 2025, mainly for diagnostic asset and PP&E purchases[227] Critical Accounting Estimates This section describes the critical accounting estimates and judgments in financial statements Fair Value of Convertible Notes This section explains the methodology and inputs for fair value of convertible notes - The Company uses the fair value measurement option for convertible debt with embedded derivatives, recording the entire hybrid financial instrument at fair value under ASC Topic 825[232] - Fair value is estimated using Binomial Lattice Pricing Models, which involve constructing stock price, conversion value, conversion probability, and discount rate trees, assuming rational holder behavior[232] - Significant inputs include stock price, term, principal and accrued interest, expected volatility, risk-free rate, corporate bond yield, credit spread, probability of default, and estimated recovery upon default[233] Fair Value of Warrants This section describes the classification and fair value measurement techniques for the company's warrants - Warrants are classified as either equity or liability based on ASC 480 and ASC 815; equity-classified warrants are recorded at fair value at issuance to additional paid-in capital[235][236] - Liability-classified warrants are measured at fair value at issuance and each subsequent reporting date using the Black-Scholes model[236][237] - Key inputs for the Black-Scholes model include stock price, risk-free rate, expected volatility, and dividend yield; changes to these subjective inputs can materially alter fair value measurements[237] Contingencies This section outlines the company's accounting policy for loss contingencies and legal proceedings - The Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated[238] - Legal proceedings are complex and have uncertain outcomes, with quarterly evaluations for changes in liability amounts or disclosures[238] Emerging Growth Company Status and Smaller Reporting Company Status This section explains the company's status as an emerging growth company and smaller reporting company - CDT Equity Inc. is an emerging growth company (EGC) under the JOBS Act, allowing it to delay adopting new accounting standards until they apply to private companies[239] - The company will remain an EGC until the earliest of five years post-IPO, $1.235 billion in annual gross revenue, becoming a large accelerated filer, or issuing over $1.0 billion in non-convertible debt[240] - CDT is also a smaller reporting company, enabling it to take advantage of scaled disclosures as long as its non-affiliate common stock market value is less than $250 million or annual revenue is less than $100 million and market value is less than $700 million[242] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states the company is exempt from market risk disclosures as a smaller reporting company - CDT Equity Inc. is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company[243] Item 4. Controls and Procedures This section reports on the effectiveness of disclosure controls and procedures and changes in internal control - The Company's disclosure controls and procedures were not effective as of June 30, 2025, due to un-remediated material weaknesses identified in the most recent Form 10-K[245] - There have been no changes in internal control over financial reporting during the most recent fiscal quarter[246] - Dr. Andrew Regan was appointed Chief Executive Officer effective April 15, 2025, following Dr. David Tapolczay's resignation[247] PART II—OTHER INFORMATION This section covers legal proceedings, equity sales, defaults, and other miscellaneous information Item 1. Legal Proceedings This section details the company's ongoing legal proceedings and accrued contingencies - A legal contingency of $0.4 million is considered probable and reasonably estimable as of June 30, 2025, and has been accrued in the financial statements[250] - Strand Hanson Limited filed a claim for $2 million in advisory fees and 4,333 shares of Common Stock, with the trial scheduled for October 20, 2025[251] - St George Street Capital filed complaints disputing CDT's sole ownership of the AZD 1656 co-crystal patent; the possible loss cannot be estimated and is not considered probable as of June 30, 2025[252] Item 1A. Risk Factors This section states the company is not required to disclose changes to risk factors - CDT Equity Inc. is not required to disclose material changes to its risk factors due to its status as a smaller reporting company[253] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on unregistered equity sales and details the company's share repurchase program - No previously unreported unregistered sales of equity securities occurred during the quarter ended June 30, 2025[254] | (amounts in millions, except share and per share data) | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of the publicly announced program | Approximate dollar value of shares that may yet to be purchased under program (in millions) | | :----------------------------------------------------- | :------------------------------- | :--------------------------- | :--------------------------------------------------------- | :---------------------------------------------------------- | | Total (April 1, 2025 – June 30, 2025) | 11,713 | $8.85 | 11,713 | $0.90 | - The Board authorized a $1.0 million share repurchase program on April 10, 2025, with no expiration date[255] Item 3. Defaults Upon Senior Securities This section confirms that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities during the reporting period[256] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the Company[257] Item 5. Other Information This section confirms no Rule 10b5-1 or non-Rule 10b5-1 trading arrangement modifications - No executive officers or directors adopted, terminated, or modified a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[258] Item 6. Exhibits This section lists all exhibits filed as part of this Quarterly Report - Exhibits include Certificates of Amendment filed with the Delaware Secretary of State on May 15, 2025, and August 5, 2025, reflecting corporate changes[262] - Key agreements such as the Consulting Agreement (June 27, 2025) and Joint Development Agreement (June 3, 2025) are incorporated by reference[262] - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002 are filed herewith[262] Part III—Signatures This section contains the required signatures for the Quarterly Report on Form 10-Q - The report is signed by Dr. Andrew Regan, Chief Executive Officer, and James Bligh, Chief Financial Officer, on August 14, 2025[265]