8-K
filed September 29, 2023, 7:59 PM ET
ticker CDT
CIK 0001896212
M&A
confidence high
sentiment neutral
materiality 0.90
CDT Equity Inc. (CDT): M&A transaction — Murphy Canyon completes de-SPAC merger with Conduit Pharmaceuticals Ltd.
CDT Equity Inc.
- Transaction closed Sept 22, 2023; name changed to Conduit Pharmaceuticals Inc.; tickers CDT, CDTTW.
- Post-combination shares outstanding: 72,418,316; 2,129,662 public shares redeemed at ~$10.84.
- $20M PIPE financing from Nirland Limited: 2M units at $10/unit (1 share + 1 warrant).
- Andrew Regan beneficially owns 62.9% (45.6M shares) of outstanding common stock.
- Lock-up agreements for 180 days for certain former Conduit shareholders.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Tapolczay was appointed as Director at CDT Equity Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Faith L. Charles was appointed as Director at CDT Equity Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer I. McNealey was appointed as Director at CDT Equity Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Bligh was appointed as Director at CDT Equity Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Freda Lewis-Hall was appointed as Chair of the Board at CDT Equity Inc..
- Action
- appointed
- Role
- Chair of the Board
Exact text from the filing
Ms. Lewis-Hall was appointed as Chair of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Freda Lewis-Hall was appointed as Director at CDT Equity Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Tapolczay was appointed as Chief Executive Officer at CDT Equity Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Effective upon the completion of the Business Combination, Mr. Tapolczay was appointed Chief Executive Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Regan was appointed as Director at CDT Equity Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CDT Equity Inc.: Company adopted amended and restated bylaws.
- Change
- bylaw amendment
Exact text from the filing
the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the "A&R Bylaws")
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CDT Equity Inc.: Company ceased to be a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased to be a shell company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CDT Equity Inc.: Board adopted a new code of conduct effective upon the Closing Date.
- Change
- code of ethics
Exact text from the filing
Effective upon the Closing Date, in connection with the completion of the Business Combination, the Board adopted a new code of conduct
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CDT Equity Inc.: Company amended and restated its certificate of incorporation effective as of the Closing Date.
- Change
- charter amendment
Exact text from the filing
In connection with the completion of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to the Second A&R Certificate of Incorporation
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CDT Equity Inc. underwent a change of control involving Conduit Pharmaceuticals Limited (Old Conduit) (closed 2023-09-22).
- Action
- change of control
- Counterparty
- Conduit Pharmaceuticals Limited (Old Conduit)
- Closing
- 2023-09-22
Exact text from the filing
On September 22, 2023 (the “Closing Date”), the parties completed the Business Combination.
View on SEC.gov
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