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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 5, 2026
CDT
Equity Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41245 |
|
87-3272543 |
| (State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 4851
Tamiami Trail North, Suite 200, Naples, FL |
|
34103 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(646)
491-9132
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.0001 par
value per share |
|
CDT |
|
The Nasdaq Stock Market
LLC |
| Redeemable Warrants, each
whole warrant exercisable for one share of Common Stock |
|
CDTTW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01 Other Events.
On
November 5, 2026, Dr. Andrew Regan, the former CEO of CDT Equity Inc. (the “Company”), delivered a letter to the Company’s
Board of Directors (the “Board”) as a significant stockholder of the Company, through his own shareholding and his beneficial
ownership of Corvus Capital Limited (“Corvus”) and Manoira Limited. The letter, on behalf of Corvus, stated that, absent
a proposal from the Board, Corvus intends to make a non-binding proposal to acquire all of the outstanding common stock of the Company
at a price of $2.00 per share, representing a 96.3% premium, on a post-split basis, to the closing price of the Company’s common
stock on November 4, 2026 (the “Proposal”).
The
Board intends to form a special committee of independent directors (the “Special Committee”) and will delegate full authority
to the Special Committee to consider, negotiate, and vote upon the Proposal. It will also consider any other proposed transaction, as
well as any strategic alternatives that may be put forth with regard to the Proposal. The Special Committee will consider the Proposal
and undertake the actions deemed necessary and appropriate to properly consider the Proposal.
Other
than the intent indicated in the letter, the Special Committee has not received any definitive terms of the Proposal and has not made
any decision with respect to the Proposal. The Company and the Special Committee do not undertake any obligation to provide any updates
with respect to the Proposal or any other transaction, except as required by applicable law or other regulatory requirements. There can
be no assurance that any transaction will result from the Special Committee’s evaluation of the Proposal or, if so, the timing,
terms, and conditions of such transaction.
Forward-Looking
Statements
This
Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will,” “would,”
“may,” “could,” “intends,” “expects,” or the negative of such terms, or other comparable
terminology, and include statements about the Proposal, the Special Committee’s review and consideration of the Proposal and the
timing thereof, and the terms of any related transaction and the timing thereof. Forward-looking statements are statements that are not
historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties,
which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These
forward-looking statements and such risks, uncertainties, and other factors speak only as of the date of this Current Report, and the
Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect
any change in the Company’s expectations with regard thereto or any other change in events, conditions, or circumstances on which
any such statement is based, except to the extent otherwise required by applicable law.
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.
| |
CDT EQUITY INC. |
| |
|
|
| November 9, 2026 |
By: |
/s/ James
Bligh |
| |
Name: |
James Bligh |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
