Andrew Regan - 14 Jun 2024 Form 4 Insider Report for CONDUIT PHARMACEUTICALS INC. (CDT)

Signature
/s/ Andrew Regan
Issuer symbol
CDT
Transactions as of
14 Jun 2024
Net transactions value
-$4,592,487
Form type
4
Filing time
19 Sep 2024, 17:01:44 UTC
Previous filing
26 Sep 2023
Next filing
13 Jun 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDT Common Stock Other -1,100,000 -3.5% 30,048,454 14 Jun 2024 See Footnote F1, F2
transaction CDT Common Stock Other +1,100,000 +7.7% 15,478,695 14 Jun 2024 See Footnote F1, F2
transaction CDT Common Stock Sale $640 -1,000 -0.01% $0.6400 15,477,695 03 Jul 2024 See Footnote F2, F3
transaction CDT Common Stock Sale $18,321 -35,923 -0.23% $0.5100 15,441,772 08 Jul 2024 See Footnote F2, F3
transaction CDT Common Stock Sale $33,853 -77,681 -0.5% $0.4358 15,364,091 09 Jul 2024 See Footnote F2, F3, F4
transaction CDT Common Stock Sale $50,070 -150,000 -0.98% $0.3338 15,214,091 10 Jul 2024 See Footnote F2, F3, F5
transaction CDT Common Stock Sale $173,253 -582,952 -3.8% $0.2972 14,631,139 11 Jul 2024 See Footnote F2, F3, F6
transaction CDT Common Stock Sale $87,000 -300,000 -2.1% $0.2900 14,331,139 11 Jul 2024 See Footnote F2, F3, F7
transaction CDT Common Stock Sale $343,425 -1,389,820 -9.7% $0.2471 12,941,319 12 Jul 2024 See Footnote F2, F3, F8
transaction CDT Common Stock Sale $248,385 -1,005,200 -7.8% $0.2471 11,936,119 15 Jul 2024 See Footnote F2, F3, F9
transaction CDT Common Stock Sale $3,246,448 -10,244,392 -86% $0.3169 1,691,727 16 Jul 2024 See Footnote F2, F3, F10
transaction CDT Common Stock Sale $391,092 -1,514,100 -90% $0.2583 177,627 17 Jul 2024 See Footnote F2, F3, F11
holding CDT Common Stock 66,650 14 Jun 2024 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 14, 2024, Corvus Capital Limited ("Corvus") transferred 1,100,000 shares of the Issuer's common stock, par value $0.0001 ("Common Stock"), to Algo Holdings, Inc. ("Algo"), its wholly-owned subsidiary for no consideration, pursuant to that certain Securities Transfer Request dated June 13, 2024. After giving effect to the transfer, Algo directly held 15,478,695 shares of Common Stock as of June 14, 2024. Andrew Regan is the Chief Executive Officer and sole shareholder of Corvus. Algo is a wholly owned subsidiary of Corvus. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held of record by each of Corvus and Algo. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. This transfer reflects a change in the form of beneficial ownership and did not result in any change in Dr. Regan's and Corvus's pecuniary interest in such shares.
F2 Dr. Regan is the Chief Executive Officer and sole shareholder of Corvus. Algo is a wholly owned subsidiary of Corvus. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held of record by each of Corvus and Algo. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
F3 The securities are owned solely by Algo. On March 26, 2024, Algo pledged certain shares of Common Stock to a financial institution as collateral for a loan, pursuant to that certain Control and Restricted Loan Agreement, dated March 26, 2024, by and between Algo and such financial institution (the "Loan Agreement"). The loan proceeds were used to pay a portion of certain amounts due to a third party investor in the Issuer as an inducement to such investment to the Issuer in September 2023, pursuant to an agreement entered into by and among Algo, Corvus and such third party. These shares of Common Stock were sold by such financial institution pursuant to the terms and conditions of the Loan Agreement.
F4 The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.426-0.452, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
F5 The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.307-0.371, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
F6 The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.290-0.307, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.279-0.307, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.266-0.303, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.223-0.276, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.247-0.405, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.255-0.265, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range. Following the sales of shares of Common Stock as reported in this Form 4, Algo no longer holds 10% of the outstanding shares of Common Stock of the Issuer.