---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-002970"
form_type: "8-K"
ticker: "CDT"
cik: "0001896212"
company_name: "CDT Equity Inc."
filed_at: "2023-01-30T23:59:59+00:00"
generated_at: "2026-06-20T06:50:00.660725+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Murphy Canyon amends merger agreement with Conduit, simplifies capital structure

## Summary
- Post-closing capital structure reduced to one class of common stock; Class B eliminated.
- Sponsor granted resale registration rights for 4,060,250 common shares and 754,000 warrant shares.
- Subscription Agreement with private investor amended to reflect single-class structure and amended warrants.
- Private placement investor committed $27M for units at $10/unit (unchanged from original agreement).
- Amendments executed on January 27, 2023; full description filed as Exhibits 2.1, 4.1, 10.1.

## SEC filing metadata
- accession: 0001493152-23-002970
- form_type: 8-K
- ticker: CDT
- cik: 0001896212
- company_name: CDT Equity Inc.
- filed_at: 2023-01-30T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1896212/000149315223002970/0001493152-23-002970-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1896212/000149315223002970/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-002970
- JSON: https://secwatch.observer/filing/0001493152-23-002970.json
- Plain text: https://secwatch.observer/filing/0001493152-23-002970.txt

## Key facts
- Material Agreements
  CDT Equity Inc. amended Amendment to Agreement and Plan of Merger with Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited valued at Amended the original merger agreement to provide for only one class of common stock and to grant reg (effective 2023-01-27).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited
  - Value: Amended the original merger agreement to provide for only one class of common stock and to grant reg
  - Effective: 2023-01-27
  source text: On January 27, 2023, the Company entered into an Amendment to Agreement and Plan of Merger (the “Merger Amendment” and, together with the Original Merger Agreement, the “Merger Agreement”) with Merger Sub and Conduit.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223002970/0001493152-23-002970-index.htm
- Material Agreements
  CDT Equity Inc. amended Amendment to Subscription Agreement with Private Placement Investor valued at Clarified that the Company will have only one class of common stock and amended the warrants to be i (effective 2023-01-27).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: Private Placement Investor
  - Value: Clarified that the Company will have only one class of common stock and amended the warrants to be i
  - Effective: 2023-01-27
  source text: Also on January 27, 2023, the Company entered into an amendment to subscription agreement (the “Subscription Amendment”) with the Private Placement Investor to clarify that the Company will only have one class of authorized common stock following the Conduit Business Combination and to amend and restate the warrants to be issued to the Private Placement Investor accordingly (the “Amended and Restated Warrants”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223002970/0001493152-23-002970-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.