Murphy Canyon Acquisition Corp.

The board executed this split without returning to stockholders because a prior vote handed it standing authority over ratio and timing — so further consolidations can follow the same way. That matters at an issuer whose share count went from 92,140 at the end of 2025 to over 6.3 million by July 2026 through convertible notes and stock-settled obligations: each round of issuance is followed by a split, and the cycle can repeat without another vote. Fractional holders are cashed out rather than rounded up.

The share count multiplied more than fiftyfold in a single quarter and rose again by a third in the following three months, which is what happens when operating losses of $3.7 million a quarter are funded entirely by convertible instruments carried at fair value. Converting a $5.7 million deferred underwriting commission into a convertible note turns a fixed payable into equity dilution. The 1-for-10 reverse split executed in July resets the price but not the mechanism producing the shares.

The company books $1,971,000 of principal for $1,460,000 of cash, a 26% discount before fees, and must then repay $82,125 every week for twenty-four weeks — about $1.97 million of cash out over six months at a company reporting $3.7 million of quarterly operating losses. Because the note is convertible and senior secured, failure to meet the weekly schedule converts into stock at whatever the price then is. Pushing the first instalment from June 18 to July 10 shows the schedule was already under strain.

Three audit firms in roughly fourteen months - Marcum out in April 2025, CBIZ CPAs in and now out in June 2026, CRI in - is a pattern rather than an event, and repeated auditor turnover at a company already carrying a going-concern paragraph is the combination that most often precedes restatements or late filings. The filing does not state whether there were disagreements with CBIZ CPAs in the excerpt available, so that disclosure should be checked directly before drawing a conclusion about cause.

The economics are punitive: the company receives $1,460,000 before closing fees against a $1,971,000 face amount, and must repay $82,125 every week for twenty-four weeks starting one week after signing. That is $1,971,000 of scheduled service demanded from a borrower that needed $1.46 million, and the alternative to cash is conversion into common stock once a resale registration statement is effective, which puts continuing share issuance into the market. The loan is senior secured with a first priority lien over all collateral of the company and its UK subsidiary.

The current 4,420,963 shares use only 1.77% of authorised capital, so the company already has room to issue more than fifty times its existing float - and a reverse split of up to 1-for-100 would widen that further. Pre-funded warrants over 3,685,815 shares are essentially already-paid stock waiting to be issued, so that dilution is certain rather than contingent. The Murphy Canyon trust was released at the de-SPAC and provides no floor.

The proxy is explicit that the split may not achieve its purpose — it does not assure a share price that improves the company's ability to attract and retain employees, nor that the market price will exceed or stay above the $1.00 minimum bid price Nasdaq requires for continued listing on The Nasdaq Capital Market. Authorising one or more amendments, rather than one, lets the board split again without returning to holders. Against 11,338,523 shares outstanding, the resulting float would be very small.

The second proposal is the one that matters: up to 75,000,000 new shares against 119,858,640 outstanding as of December 4, 2024 would expand the count by roughly 63%, and it goes to a single secured lender. Because the note is senior and secured, refusing the vote does not remove the claim — it leaves Conduit owing cash it does not obviously have instead of shares. The warrant item adds a further 2,862,596 shares on top.

Charter Amendment Proposal C would delete the provisions applicable only to special purpose acquisition corporations, including the obligation to dissolve and liquidate if a business combination is not consummated within a certain period — the protection that returns a public holder's money is removed on the same ballot that approves the deal. Proposal D raises authorised common stock to 250,000,000 and Proposal E fixes the board at seven directors, a majority independent. A separate Nasdaq proposal covers the private placement to Prospect Science Ventures Limited that funds the transaction.

One charter proposal matters more than the rest: Charter Amendment Proposal C deletes the provisions that apply only to a special purpose acquisition corporation, including the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time. Proposal D raises the authorised common stock to 250,000,000 and Proposal E fixes the board at seven directors. A separate Nasdaq proposal covers issuing common stock and warrants to Prospect Science Ventures Limited in a private placement whose proceeds finance the combination and its costs.

The same ballot that approves the deal removes the vehicle's own protections: Charter Amendment Proposal C would delete the provisions applicable only to special purpose acquisition corporations, including the obligation to dissolve and liquidate if a business combination is not consummated within a certain period. Proposal D raises authorised common stock to 250,000,000 and Proposal E fixes the board at seven directors, a majority independent under Nasdaq's requirements. Holders also elect those seven and vote on the private placement to Prospect Science Ventures Limited.

The ballot that approves the deal also strips the vehicle's own protections: Charter Amendment Proposal C would delete the provisions applicable only to special purpose acquisition corporations, including the obligation to dissolve and liquidate if a business combination is not consummated within a certain period. Proposal D raises authorised common stock to 250,000,000 and Proposal E fixes the board at seven directors, a majority independent under Nasdaq's requirements. A separate Nasdaq proposal covers the private placement to Prospect Science Ventures Limited that funds the transaction.

What changed: MURF's post-closing entity CDT Equity Inc. amended its $1,971,000 senior secured convertible note with lender J.J. Astor Co., adding a $377,775 restructuring premium (new principal balance $2,266,650), raising the interest rate to 19% (24% on default), increasing the lender's ATM waterfall share from 80% to 90%, and rescheduling 23 weekly payments of $104,187.65 from August 19, 2026 through January 20, 2027. Why it matters: The amendment reveals CDT Equity missed three weekly installments totaling $246,375 and failed to file a required registration statement, prompting the lender to extract a 19% premium and tighter terms while reserving all default rights; any future payment miss voids the accommodation and triggers immediate default with no grace period.

What changed: Amendment to Murphy Canyon Acquisition Corp.'s Form 8-K reporting completion of an acquisition under Item 2.01, incorporating by reference the Item 1.01 and Item 3.02 disclosure from the original report. Its substance is a timing notice: the financial statements of the acquired business required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) will be filed by a further amendment as soon as practicable, and no later than 71 calendar days after the original report was due. Why it matters: Immaterial on its own - it adds no financial data, no purchase price and no description of the acquired business, only the standard 71-day deferral for target financials and pro formas. The usable point is the deadline: the audited target statements and pro forma balance sheet, which are the first hard numbers on what the combined company actually looks like, are due within 71 days of the original report's due date, and a further slip past that would itself be a signal.

What changed: CDT Equity Inc., the Murphy Canyon Acquisition Corp. successor, entered a Securities Purchase Agreement on July 30, 2026 with certain stockholders of Sarborg Limited, a Cayman company, to acquire 270 Sarborg shares representing approximately 4.76% of Sarborg's outstanding common stock. Consideration is pre-funded warrants over up to 12,131,770 CDT shares at $0.0001, unexercisable until stockholders approve issuance above 19.99% of the shares or voting power outstanding at the agreement date under Nasdaq rules. CDT will file a resale registration. Why it matters: The company is paying for a 4.76% minority stake with warrants over 12.1 million shares exercisable at a hundredth of a cent — economically the same as issuing the stock outright. The Nasdaq 19.99% threshold in the agreement confirms the issuance would exceed a fifth of the company, so this single purchase materially reshapes the register and requires a stockholder vote before it can complete. A resale registration means those shares are intended to reach the market rather than be held.

What changed: CDT Equity Inc., the Murphy Canyon Acquisition Corp. successor, filed a preliminary proxy for a virtual 2026 annual meeting on Friday, August 28, 2026 at 10:00 a.m. ET, with an August 3, 2026 record date, to elect five director nominees to one-year terms. It discloses a $7,000,000 settlement satisfied by issuing common stock and pre-funded warrants; an August 6, 2024 senior secured note and security agreement with Nirland since repaid in full; and an October 28, 2024 note to Nirland, a related party, for $0.6 million. Why it matters: The financing history is the substance here: a $7,000,000 settlement paid in stock and pre-funded warrants is dilution imposed by litigation rather than chosen, and related-party notes from Nirland show who has been funding the company since the SPAC's trust was exhausted. The August 2024 secured note being repaid in full removes one senior claim, but the October 2024 note remains outstanding to the same related party. Being preliminary, the proxy's terms may change before the definitive version.

What changed: CDT Equity, Inc., the Murphy Canyon Acquisition Corp. successor, reported that on July 24, 2026 it issued 32,110 shares of common stock at a value of $3.27 per share to a service provider as consideration for consulting services. The shares were issued in reliance on the Section 4(a)(2) exemption from registration as a transaction not involving a public offering. No cash changed hands and no other terms, vesting conditions or identification of the service provider are disclosed. The report is signed by Chief Executive Officer Andrew Regan. Why it matters: Paying advisers in stock rather than cash is the marker of a company conserving liquidity, and at $3.27 per share this issuance is worth roughly $105,000 — immaterial on its own but part of a pattern at this issuer, which has also settled litigation in stock and pre-funded warrants and agreed to pay for an acquisition with warrants over 12.1 million shares. Each such issuance is small; the cumulative effect on the share count is what a holder should track.

What changed: CDT Equity Inc., the Murphy Canyon Acquisition Corp. successor, filed a certificate of amendment in Delaware on July 15, 2026 to effect a 1-for-10 reverse stock split, using authority stockholders had previously granted the board to set the ratio and timing of future splits. The split becomes effective at 5:00 p.m. ET on July 17, 2026, with split-adjusted trading on the Nasdaq Capital Market expected from the open on July 20, 2026 under the existing symbol CDT and a new CUSIP number 20678X601. No fractional shares will be issued; holders otherwise entitled to one receive cash in lieu. Why it matters: The board executed this split without returning to stockholders because a prior vote handed it standing authority over ratio and timing — so further consolidations can follow the same way. That matters at an issuer whose share count went from 92,140 at the end of 2025 to over 6.3 million by July 2026 through convertible notes and stock-settled obligations: each round of issuance is followed by a split, and the cycle can repeat without another vote. Fractional holders are cashed out rather than rounded up.

What changed: CDT Equity Inc., the Murphy Canyon Acquisition Corp. successor, filed its 10-Q for the quarter ended March 31, 2026. Operating losses were $3.7 million against $3.6 million a year earlier, with net losses and negative operating cash flow since inception funded by convertible debt, private placements and the A.G.P. sales agreement of October 23, 2024. Shares outstanding went from 92,140 at December 31, 2025 to 4,722,457 at March 31, 2026 and 6,310,778 by July 15. It issued a $5.7 million convertible note to A.G.P. for deferred commissions and $0.6 million to Ascent. Why it matters: The share count multiplied more than fiftyfold in a single quarter and rose again by a third in the following three months, which is what happens when operating losses of $3.7 million a quarter are funded entirely by convertible instruments carried at fair value. Converting a $5.7 million deferred underwriting commission into a convertible note turns a fixed payable into equity dilution. The 1-for-10 reverse split executed in July resets the price but not the mechanism producing the shares.

What changed: CDT Equity Inc., the Murphy Canyon Acquisition Corp. successor, closed the second tranche of its loan from J.J. Astor & Co. by entering an Amended and Restated Loan Agreement and Amended and Restated Senior Secured Convertible Note on June 30, 2026. The note has a principal amount of $1,971,000 while the company receives $1,460,000 before closing fees, funded in two tranches. Twenty-four equal weekly instalments of $82,125 now begin on July 10, 2026, having previously been agreed to start on June 18, 2026. Why it matters: The company books $1,971,000 of principal for $1,460,000 of cash, a 26% discount before fees, and must then repay $82,125 every week for twenty-four weeks — about $1.97 million of cash out over six months at a company reporting $3.7 million of quarterly operating losses. Because the note is convertible and senior secured, failure to meet the weekly schedule converts into stock at whatever the price then is. Pushing the first instalment from June 18 to July 10 shows the schedule was already under strain.

What changed: Item 4.01. On June 23, 2026 the audit committee of CDT Equity Inc. approved dismissing CBIZ CPAs P.C. as independent registered public accounting firm and engaging Carr, Riggs & Ingram, L.L.C. CBIZ CPAs' audit report for the year ended December 31, 2025 contained no adverse opinion or disclaimer and was not qualified, except for an explanatory paragraph stating substantial doubt about going concern. The filing recites that Marcum LLP was dismissed on April 24, 2025 and CBIZ CPAs appointed on April 25, 2025. Why it matters: Three audit firms in roughly fourteen months - Marcum out in April 2025, CBIZ CPAs in and now out in June 2026, CRI in - is a pattern rather than an event, and repeated auditor turnover at a company already carrying a going-concern paragraph is the combination that most often precedes restatements or late filings. The filing does not state whether there were disagreements with CBIZ CPAs in the excerpt available, so that disclosure should be checked directly before drawing a conclusion about cause.