CDT Equity Inc 8-K, filed Apr 16, 2024
CDT Equity Inc. (CDT)
About this 8-K
CDT Equity Inc filed this 8-K on April 16, 2024, reporting on events of April 11, 2024.
Items reported
- Item 4.02: Earlier financial statements no longer reliable
- Item 9.01: Financial statements and exhibits
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 11, 2024, Conduit Pharmaceuticals Inc. (the “Company”) determined, in conjunction with discussions with its advisors and Marcum LLP, the Company’s independent registered public accounting firm, that the Company’s previously issued unaudited financial statements, and notes related thereto, for the Subject Periods (as defined below) should no longer be relied upon due to the advised restatements described below pertaining to the accounting treatment of certain legal expenses previously incurred.
In connection with the audit of the Company’s financial statements as of and for the year ended December 31, 2023, it was determined that changes in the Company’s previously issued unaudited interim financial statements as of and for (i) the three months ended March 31, 2023, (ii) the three and six months ended June 30, 2023, and (iii) the three and nine months ended September 30, 2023 (collectively, (i), (ii) and (iii), the “Subject Periods”) are required to be made solely with respect to how certain legal expenses related to its recently completed business combination and concurrent private placement financing were expensed and that as part of the Company’s annual audit, it was determined that such expenses should have been capitalized. These adjustments reduced legal expenses in the first, second and third quarters of 2023 by $493,000, $402,000, and $639,000, respectively. The accounting for such legal expenses was deemed to be specific incremental costs directly attributable to the business combination and concurrent private placement financing and, therefore, management has evaluated this error, which understated (overstated) net income (loss), understated prepaid expenses and overstated additional paid in capital, and concluded it was material to the prior periods, individually and in the aggregate.
As a result, following discussions with its advisors and Marcum LLP, the Company plans to address the restatement and adjustment of its unaudited financial statements, and notes related thereto for the Subject Periods, in, and as a part of, the financial statement footnotes in its upcoming filing of its annual report on Form 10-K.
The Company’s management and members of the Audit Committee of the Board of Directors have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm.
The Company has provided a copy of this Form 8-K to Marcum LLP and requested a letter addressed to the Securities and Exchange Commission as to whether Marcum LLP agrees with the statements made herein. Attached hereto as Exhibit 7.1 is such letter from Marcum LLP.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 7.1 | Letter from Marcum LLP, dated April 16, 2024 | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 16, 2024 | CONDUIT PHARMACEUTICALS INC. | |
| By: | /s/ Adam Sragovicz | |
| Name: | Adam Sragovicz | |
| Title: | Chief Financial Officer | |
Exhibit 7.1
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
We have read Item 4.02 of Form 8-K dated April 11, 2024 of Conduit Pharmaceuticals Inc. and agree with the statements concerning our firm therein. We have no basis to agree or disagree with other statements of Conduit Pharmaceuticals Inc. contained therein.
Sincerely,
/s/ Marcum LLP
Marcum LLP