CDT Equity Inc S-3, filed Jul 31, 2025

CDT Equity Inc. (CDT)

S-3 2025-07-31

View Original

Added on October 16, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
RISK FACTORS	6
DETERMINATION OF OFFERING PRICE	10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	11
USE OF PROCEEDS	12
SELLING STOCKHOLDERS	12
DESCRIPTION OF COMMON STOCK	13
ANTI-TAKEOVER EFFECTS OF THE CHARTER AND THE BYLAWS	14
PLAN OF DISTRIBUTION	15
LEGAL MATTERS	17
EXPERTS	17
WHERE YOU CAN FIND ADDITIONAL INFORMATION	17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	18

Shares of Common Stock offered by the Selling Stockholders		255,285 shares of Common Stock issued pursuant to the Joint Development Agreement, the Consulting Agreement, and the E3 Issuance.

Use of proceeds		We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of Common Stock covered hereby by the Selling Stockholders. See “Use of Proceeds.”

Terms of this offering; Determination of offering price		The Selling Stockholders, including its transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the shares of Common Stock offered by this prospectus from time to time on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The Selling Stockholders may offer or sell the shares of Common Stock offered by this prospectus at market prices prevailing at the time of sale, at prices related to prevailing market price or at privately negotiated prices. The offering price of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our Common Stock might not trade at market prices in excess of the offering price as prices for our Common Stock in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity. See “Determination of Offering Price” and “Plan of Distribution” for more information.

Nasdaq symbol		Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CDT”.

Risk Factors		Investing in our securities involves a high degree of risk. See the section titled “Risk Factors” on page 6 of this prospectus and under similar headings in other documents incorporated by reference herein.

●	the timely completion of our clinical trials, which may be significantly slower or cost more than we currently anticipate and will depend substantially upon the performance of third-party contractors;

●	whether we are required by the FDA or similar foreign regulatory agencies to conduct additional preclinical or clinical trials beyond those planned to support the approval and commercialization of our clinical assets or any future clinical assets;

●	the acceptance of our proposed indications and primary endpoint assessments relating to the proposed indications of our clinical assets by the FDA or similar foreign regulatory authorities;

●	our ability to demonstrate the safety and efficacy of our clinical assets or any future clinical assets to the satisfaction of the FDA and similar foreign regulatory authorities;

●	the prevalence, duration, and severity of potential side effects experienced in connection with our clinical assets or future approved products, if any;

●	the timely receipt of necessary marketing approvals from the FDA and similar foreign regulatory authorities;

●	achieving and maintaining, and, where applicable, ensuring that our third-party contractors achieve and maintain, compliance with our contractual obligations and with all regulatory requirements applicable to our clinical assets or any future clinical assets or approved products, if any;

●	the ability of third parties with whom we contract to manufacture clinical trial and commercial supplies of our clinical assets or any future clinical assets, remain in good standing with regulatory agencies, and develop, validate, and maintain commercially viable manufacturing processes that are compliant with current good manufacturing practices (“cGMP”);

●	a continued acceptable safety profile during preclinical and clinical development and following approval of our clinical assets or any future clinical assets;

●	our ability to successfully commercialize our clinical assets or any future clinical assets in the U.S. and internationally, if approved for marketing, sale, and distribution in such countries and territories, whether alone or in collaboration with others;

●	the acceptance by physicians, patients, and payors of the benefits, safety, and efficacy of our clinical assets or any future clinical assets, if approved, including relative to alternative and competing treatments;

●	our ability to comply with numerous post-approval regulatory requirements;

●	our and our partners’ ability to establish and enforce intellectual property rights in and to our clinical assets or any future clinical assets;

●	our and our partners’ ability to avoid third-party patent interference or intellectual property infringement claims; and

●	our ability to in-license or acquire additional clinical assets or commercial-stage products that we believe that we can successfully develop and commercialize.

●	We have limited segregation of duties. For the periods under audit, the Company did not have any internal personnel in the financial accounting and reporting department, instead relied upon third party consultants to perform these activities.

●	We lack a formal process for review and approval of financial statements. For the periods under audit, especially prior to the business combination, numerous, recurring errors in account balances and disclosures were detected in the financial statements that resulted in a reasonable possibility that a material misstatement would not have been detected on a timely basis.

●	We did not design adequate and appropriate internal controls, including monitoring controls, to review and evaluate the accounting implications of all material transactions that occurred in the audit period.

●	the progress, timing, scope, and costs of our clinical trials, including the ability to timely enroll patients in our potential future clinical trials;

●	the outcome, timing, and cost of regulatory approvals by the FDA and comparable regulatory authorities, including the potential that the FDA or comparable regulatory authorities may require that we perform more studies than those that we currently expect;

●	the amount of revenues, if any, from our current clinical assets or any future clinical assets;

●	the terms and timing of any potential future collaborations, licensing, or other arrangements that we may establish;

●	cash requirements of any future acquisitions and/or the development of other clinical assets;

●	the costs of operating as a public company;

●	the time and cost necessary to respond to technological and market developments;

●	any disputes which may occur between us, employees, collaborators, or other prospective business partners; and

●	the costs of filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights.

●	our ability to meet future capital requirements to fund our operations, which may involve debt and/or equity financing, and to obtain such debt and/or equity financing on favorable terms, and our sources and uses of cash

●	the ability to maintain the listing of our securities on Nasdaq, and the potential liquidity and trading of our securities;

●	the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against us;

●	the risk of disruption to our current plans and operations;

●	the ability to recognize the anticipated benefits of our business and the Business Combination (as defined above), which may be affected by, among other things, competition and the ability to grow, manage growth profitably, and retain key employees;

●	costs related to our business;

●	changes in applicable laws or regulations;

●	our ability to execute our plans to develop and commercialize our current clinical assets, as well as any future clinical assets that we license, and the timing of any such commercialization;

●	our ability to maintain existing license agreements;

●	our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing;

●	our ability to achieve and maintain profitability in the future;

●	our financial performance; and

●	other factors disclosed under the section entitled “Risk Factors” herein.

●	the name of the Selling Stockholders;

●	the number of shares of Common Stock owned by the Selling Stockholders prior to this offering;

●	the number of shares of Common Stock to be offered by the Selling Stockholders in this offering;

●	the number of shares of Common Stock to be owned by the Selling Stockholders assuming the sale of all of the shares of Common Stock covered by this prospectus; and

●	the percentage of our issued and outstanding shares of Common Stock to be owned by Selling Stockholders assuming the sale of all of the shares of Common Stock covered by this prospectus based on the number of shares of Common Stock issued and outstanding as of July 29, 2025.

Name of Selling Stockholders	Shares Owned prior to Offering			Shares Offered by this Prospectus		Shares Owned after Offering		Percentage of Shares Beneficially Owned after Offering ⁽¹⁾
Manoira Corporation		154,799	⁽²⁾		154,799		0		0
Harold Eytan		95,618	⁽³⁾		95,618		0		0
Primary Development Fund		6,536	⁽⁴⁾		4,868		1,668		*

(1)	Percentages are based on 2,925,862 shares of Common Stock outstanding as of July 29, 2025, assuming the resale of all of the shares of Common Stock covered by this prospectus.

(2)	Consists of 154,799 shares of Common Stock issued pursuant to the Joint Development Agreement.

(3)	Consists of 95,618 shares issued pursuant to the Consulting Agreement.

(4)	Consists of 6,536 owned by Primary Development Fund, of which 5,970 are held on behalf of E3 Fund SP, a subsidiary of Primary Development Fund.”

●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

●	an exchange distribution in accordance with the rules of the applicable exchange;

●	privately negotiated transactions;

●	settlement of short sales;

●	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

●	a combination of any such methods of sale; or

●	any other method permitted pursuant to applicable law.

●	our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025;

●	our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 15, 2025;

●	our Current Reports on Form 8-K, filed with the SEC on January 14, 2025; January 23, 2025; February 11, 2025; February 19, 2025; March 6, 2025; April 1, 2025; April 2, 2025; April 4, 2025; April 16, 2025, April 25, 2025, May 6, 2025, May 16, 2025, June 3, 2025, June 9, 2025;

●	our definitive proxy statement on Schedule 14A, as filed with the SEC on April 25, 2025 and our definitive proxy statement on Schedule 14A, as filed with the SEC on July 8, 2025; and

●	the description of our securities contained in our Annual Report on Form 10-K, filed with the SEC on March 28, 2025, as well as any additional amendments or reports filed for the purpose of updating such description.

SEC registration fee	$	74.63
Accounting fees and expenses	$	35,000
Legal fees and expenses	$	50,000
Printing and miscellaneous expenses	$	4,000
Total	$	89,074.63

(a)	A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b)	A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)	(1) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For indemnification with respect to any act or omission occurring after December 31, 2020, references to “officer” for purposes of these paragraphs (c)(1) and (2) of this section shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply § 3114(b) of Title 10 to this sentence). (2) The corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person to the extent he or she has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein

(d)	Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination, (1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) By a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) By the stockholders.

(e)	Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f)	The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(g)	A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. For purposes of this subsection, insurance shall include any insurance provided directly or indirectly (including pursuant to any fronting or reinsurance arrangement) by or through a captive insurance company organized and licensed in compliance with the laws of any jurisdiction, including any captive insurance company licensed under Chapter 69 of Title 18, provided that the terms of any such captive insurance shall:

(1)	Exclude from coverage thereunder, and provide that the insurer shall not make any payment for, loss in connection with any claim made against any person arising out of, based upon or attributable to any (i) personal profit or other financial advantage to which such person was not legally entitled or (ii) deliberate criminal or deliberate fraudulent act of such person, or a knowing violation of law by such person, if (in the case of the foregoing paragraph (g)(1)(i) or (ii) of this section) established by a final, nonappealable adjudication in the underlying proceeding in respect of such claim (which shall not include an action or proceeding initiated by the insurer or the insured to determine coverage under the policy), unless and only to the extent such person is entitled to be indemnified therefor under this section;

(2)	Require that any determination to make a payment under such insurance in respect of a claim against a current director or officer (as defined in paragraph (c)(1) of this section) of the corporation shall be made by an independent claims administrator or in accordance with the provisions of paragraphs (d)(1) through (4) of this section; and

(3)	Require that, prior to any payment under such insurance in connection with any dismissal or compromise of any action, suit or proceeding brought by or in the right of a corporation as to which notice is required to be given to stockholders, such corporation shall include in such notice that a payment is proposed to be made under such insurance in connection with such dismissal or compromise.

	For purposes of paragraph (g)(1) of this section, the conduct of an insured person shall not be imputed to any other insured person. A corporation that establishes or maintains a captive insurance company that provides insurance pursuant to this section shall not, solely by virtue thereof, be subject to the provisions of Title 18.

(h)	For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i)	For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j)	The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k)	The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

Exhibit Number		Description of Document
2.1		Agreement and Plan of Merger Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited (filed as Annex A-1 to the Registration’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference)
2.2		Amendment to Agreement and Plan of Merger dated as of January 27, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited (filed as Annex A-2 to the Registrant’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference).
2.3		Second Amendment to Agreement and Plan of Merger dated as of May 11, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited (filed as Annex A-3 to the Registrant’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference).
4.1		Specimen Common Stock Certificate of Conduit Pharmaceuticals Inc. (filed as Exhibit 4.8 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-4 (File No. 333-271903) filed on August 8, 2023, and incorporated herein by reference).
4.2		Specimen Warrant Certificate of Conduit Pharmaceuticals Inc. (filed as Exhibit 4.9 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-4 (File No. 333-271903) filed on August 8, 2023 and incorporated herein by reference).
10.1*		Consulting Agreement, dated June 27, 2025, by and between the Company and Harold Eytan.
10.2		Joint Development Agreement, dated June 3, 2025 by and between Manoira Corporation and the Company (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 9, 2025 and incorporated herein by reference).
5.1*		Opinion of Thompson Hine LLP
23.1*		Consent of Thompson Hine LLP (included in Exhibit 5.1)
23.2*		Consent of Marcum LLP, Independent Registered Public Accounting Firm
24.1		Power of Attorney (included on signature page)
107*		Filing Fee Table

CONDUIT PHARMACEUTICALS INC.

By:	/s/ Andrew Regan
Name:	Andrew Regan
Title:	Chief Executive Officer

Signature	Title	Date

/s/ Andrew Regan	Chief Executive Officer and Director	July 31, 2025
Andrew Regan	(Principal Executive Officer)

/s/ James Bligh	Interim Chief Financial Officer and Director	July 31, 2025
James Bligh	(Principal Financial Officer and Principal Accounting Officer)

/s/ Freda Lewis-Hall	Director and Chairperson of the Board of Directors	July 31, 2025
Freda Lewis-Hall

/s/ Chele Chiavacci Farley	Director	July 31, 2025
Chele Chiavacci Farley

/s/ Simon Fry	Director	July 31, 2025
Simon Fry

1.	SERVICES. Consultant agrees to provide Company with the consulting services (“Services”) described in Appendix A to this Agreement. Consultant will perform the Services in good faith, with all due care, skill, and ability, and to the highest standards of professional and ethical competence and integrity. Consultant will keep accurate records of their Services including authorized expenditures

2.	COMPENSATION. In consideration for the Services performed by Consultant, Company agrees to compensate Consultant as set forth in Appendix A. Invoices will be submitted by Consultant via email to the email address for Company set forth on Appendix A.

3.	WORK PRODUCT AND DELIVERABLES. Any work product and deliverables to be provided pursuant to the Services are described in Appendix A. Consultant agrees to treat as for the sole benefit of Company and to fully and promptly disclose and assign to Company, without additional compensation, all right, title and interest in and to any and all intellectual property embodied in such work product and deliverables. Works of authorship that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. As required by Virginia law, the foregoing provision regarding intellectual property, specifically including any assignment obligations, shall not apply to any invention developed outside of the Services. Consultant agrees to sign all papers and take other actions, at Company’s expense and reasonable request, to assign, secure and enforce rights to such intellectual property.

4.	RELATIONSHIP OF THE PARTIES. Consultant is an independent contractor to and not an employee of Company. Company will not withhold taxes or provide any benefits to Consultant, such as health insurance, leave, or any other employee benefits. Consultant will have no management activities, authority or responsibilities on behalf of Company.

5.	CONFIDENTIAL INFORMATION. Subject to the limitations set forth in Section 6, all information disclosed by one Party to the other shall be deemed to be “Confidential Information.” Confidential Information may include, without limitation, any technical information, trade secret, patent application, technique, invention, idea, process, or formula; any data or information relating to any past, current and contemplated research and development activities, clinical trials, and the like; and any commercial, engineering, manufacturing, marketing, partnering, regulatory, servicing, financing or personnel matter, plan, program or strategy, suppliers, clients, customers, employees, investors, partners or business opportunities of a Party, whether in oral, written, visual, graphic or electronic form. All Confidential Information (including all copies thereof) shall remain at all times the property of the Party that discloses it (“Disclosing Party”).

6.	COMPANY POLICIES. As a condition of your Services, you are and will be required at all times to comply with and observe the Company’s policies and rules, including any anti-harassment, workplace violence, drug-free and safety-related rules and policies, of the Company while working on the Company’s premises or performing the Services. Moreover, in connection with the Services, a form of Proprietary Information and Inventions Assignment Agreement is attached as Appendix B in which Consultant will execute and abide by.

7.	EXCLUSIONS FROM CONFIDENTIAL INFORMATION, Confidential Information shall not include information that the Party that receives it (“Receiving Party”) can demonstrate by competent written proof: (a) is now, or hereafter, becomes generally known or available in the public domain through no act or failure to act by Receiving Party; (b) as demonstrated written records of Receiving Party, is already known by Receiving Party at the time of receiving such information; (c) is hereafter furnished to Receiving Party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by Receiving Party without any use of or reference to the Confidential Information; or (e) is approved in writing for disclosure by Disclosing Party.

8.	DISCLOSURE DUE TO OPERATION OF LAW. Notwithstanding any other provision of this Agreement to the contrary, disclosure of Confidential Information by Receiving Party will not be precluded if such disclosure: (a) is made in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof having competent jurisdiction; or (b) is otherwise required by law or regulation; provided, however, that Receiving Party shall first have given reasonable prior notice to Disclosing Party, to the extent legally permissible, and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.

9.	LIMITATIONS ON USE. Receiving Party may use the Confidential Information only to the extent required to provide the Services and for no other purpose. Receiving Party shall maintain all Confidential Information in trust and strict confidence and shall not disclose any of the Confidential Information to any other third party without Disclosing Party’s prior written consent.

10.	MAINTENANCE OF CONFIDENTIALITY. Receiving Party agrees to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing Receiving Party will take at least those measures that it takes to protect its own confidential information of a similar nature.

11.	NO LICENSE OR IMPLIED RIGHTS. No rights or licenses to copyrights, inventions, know-how, patents, trademarks, trade secrets, or any other intellectual property rights, are implied or granted under this Agreement except as expressly set forth herein.

12.	TERM, TERMINATION AND SURVIVAL. This Agreement will expire one (1) year from the Effective Date unless earlier terminated or extended by mutual agreement. Each Party reserves the right, in its sole discretion, to terminate the discussions relating to the Purpose at any time and for any reason, including no reason. Either Party may terminate this Agreement if the other Party commits a material breach of this Agreement that is not remedied within thirty (30) days after receiving written notice of such breach or within such other period as is reasonable under the circumstances. Receiving Party’s obligations regarding confidentiality under this Agreement will continue for a period of five (5) years after any expiration or termination of this Agreement. The provisions of this Agreement that expressly or by implication are intended to come into or remain in force on or after its expiration or termination shall remain in full force and effect, including Sections 4 - 11 and 13 - 17.

13.	TREATMENT OF CONFIDENTIAL INFORMATION UPON TERMINATION. Upon expiration or termination of this Agreement, Receiving Party shall promptly return or destroy, as directed by Disclosing Party, all copies of Confidential Information and provide Disclosing Party with all work product and deliverables described in the Services and confirm such actions in writing. Notwithstanding the foregoing, Receiving Party may retain copies of Confidential Information as is reasonably required to comply with its internal document retention policies or applicable law or to ensure its compliance with the provisions of this Agreement. In addition, Receiving Party will not be obligated to destroy copies of such information remaining on its standard computer back-up systems. Any Confidential Information so retained will continue to be subject to the terms of this Agreement for the period set forth herein.

14.	REMEDIES. Consultant’s liability to the Company for any claim arising out of or relating to this Agreement and the work performed under the Agreement, whether in contract, tort, or otherwise, shall not exceed the amount of fees paid by Company to Consultant under this Agreement. Consultant shall not be liable for any consequential, incidental, indirect, special, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, arising out of or relating to this Agreement and the work performed under the Agreement.

15.	SECURITIES LAWS. Company is a publicly traded company. Consultant acknowledges that: (i) trading in securities of Company is subject to applicable securities legislation; (ii) as a result of the disclosure of the Confidential Information by Company to Consultant, Consultant may possess material, non-public information of Company; and (iii) any trading by Consultant or its Representatives in the securities of Company while in possession of such material, non-public information may be a violation of applicable securities legislation and is at all times prohibited.

16.	NOTICE. All demands, notices and requests under this Agreement, other than routine communications, shall be in writing, in each case to the attention of the other Party’s signatory at the address above. Either Party may give any notice under this Agreement by customary means (including personal delivery, overnight courier, or by certified postal delivery but expressly not including fax or email), and such notice or other communication shall not be deemed duly given when the Party for whom it is intended receives it. Any Party may change the address to which notices and other communications are to be delivered.

17.	MISCELLANEOUS.

By:	/s/ Andrew Regan
Name:	Dr. Andrew Regan
Title:	Chief Executive Officer
Date:	June 27, 2025

1.	provide the Company with strategic advice and assistance in relation to adopting a cryptocurrency treasury reserve strategy, ensuring alignment with the Company’s business objectives and long-term strategy;

2.	provide guidance on cryptocurrency opportunities to maximize value and support the Company’s strategic goals;

3.	act as a strategic advisor to the Company, offering expertise on its adoption of a cryptocurrency treasury reserve strategy;

4.	provide the Company with advice on the status of the cryptocurrency market and selected opportunities; and

5.	promptly provide the Company with any information, reports, or analyses as reasonably required in connection with these duties.