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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): October 22, 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
1.01 |
Entry
into a Material Definitive Agreement. |
On
October 22, 2026, CDT Equity Inc. (the “Company”) and Manoira Corporation (“Manoira”) entered into an Evaluation
Agreement (the “Agreement”) whereby Manoira will analyze certain assets of CDT consisting of, among other things, clinical
stage compounds AZD1656 and AZD5904 to determine whether they improve Manoira’s animal healthcare business. Pursuant to the Agreement,
the Company issued 1,347,616 shares (the “Manoira Shares”) of common stock, par value $0.0001 per share (the “Common
Stock”) at a price of $0.1447, which shall settle the total payment in the amount of $195,000 due to Manoira.
The
Agreement is attached as Exhibit 10.1. The description of the terms of the Agreement is not intended to be complete and is qualified
in its entirety by reference to such exhibit. The Agreement contains customary representations, warranties and covenants by the Company
which were made only for the purposes of such agreement and as of a specific date, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the contracting parties.
Dr.
Andrew Regan, the Company’s former Chief Executive Officer and a former member of the board of directors, is the beneficial owner
of more than five percent of the outstanding Common Stock and is the sole director of Manoira. Dr. Regan will not receive any consideration
from the transactions contemplated by the Agreement.
| Item
3.02 |
Unregistered
Sales of Equity Securities. |
The
information set forth under Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by
reference.
On
October 22, 2026, the Company issued 397,374 shares of Common Stock (the “Service Provider Shares”) to a service provider
as consideration for certain consulting services.
On
October 22, 2026, and October 23, 3026 the Company issued, in the aggregate, 437,779 shares of Common Stock (the “Sarborg Shares”)
to Sarborg Limited pursuant to that certain securities purchase agreement, dated August 31, 2026, by and between the Company and Sarborg
Limited.
On
October 23, 2026, the Company issued 499,616 shares of Common Stock (the “Severance Shares”) to Dr. Regan in lieu of $65,000
severance compensation in connection with his resignation as Chief Executive Officer of the Company.
The
Company issued the Manoira Shares, the Sarborg Shares, the Severance Shares, and the Service Provider Shares in reliance upon an exemption
from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section
4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder, and applicable state securities laws. None of the Manoira Shares,
the Sarborg Shares, the Severance Shares, or the Service Provider Shares have been registered under the Securities Act, and such securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any
applicable state securities laws.
| Item
7.01 |
Regulation
FD Disclosure. |
On
October 27, 2026, the Company issued a press release announcing the Agreement. The press release is furnished as Exhibit 99.1 and incorporated
by reference herein.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Securities Act,
whether made before or after the date hereof, except as expressly set forth by specific reference in such filing. The furnishing of this
information will not be deemed an admission as to the materiality of any information contained therein.
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” and “expected”,
or the negative of such terms, or other comparable terminology, and include statements about the Agreements and the impacts, if any,
on the Company. 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 our 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.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Evaluation Agreement, dated October 22, 2026, between CDT Equity, Inc. and Manoira Corporation. |
| 99.1 |
|
Press Release, dated October 27, 2026. |
| 104 |
|
Cover
Page Interactive Data 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.
| |
CDT
EQUITY INC. |
| |
|
|
| October
27, 2026 |
By: |
/s/
James Bligh |
| |
Name: |
James
Bligh |
| |
Title: |
Chief
Executive Officer and Chief Financial Officer |
Exhibit 99.1
CDT
Partners with Manoira to Explore Enhancing Animal Health Products Ahead of Launch
NAPLES,
Fla. and CAMBRIDGE, United Kingdom, Oct. 27, 2026 (GLOBE NEWSWIRE) - CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”),
today announced that it has entered into an evaluation agreement with Manoira Corporation (“Manoira”), a specialty animal
health company, to assess the potential of CDT’s clinical-stage assets AZD1656, including certain proprietary cocrystal derivatives,
and AZD5904 to enhance Manoira’s forthcoming animal health products.
Manoira
is preparing to launch its first range of animal health products in the first quarter of 2027, built on its licensed portfolio of patented
cannabinoid cocrystal and solid-form technologies. Manoira believes these products offer a compelling, differentiated proposition in
areas of animal health that are not currently well served. The company is currently in the manufacturing and testing phase ahead of launch.
Under
the terms of the agreement, CDT will provide Manoira with access to materials from AZD1656, including certain cocrystal derivatives,
and AZD5904. Manoira will evaluate these assets in combination with its products to determine whether either asset can improve the efficacy,
safety, formulation or other commercially relevant characteristics of its planned product range.
If
the evaluation is successful, CDT and Manoira intend to enter into licensing and commercialization discussions covering sales of the
resulting products following launch. The agreement represents an opportunity for CDT to extend the value of its existing assets into
the animal health market, a sector in which CDT believes its compounds may offer meaningful benefits for companion animals and livestock.
For
further information or to discuss potential partnership opportunities, please contact the Company at info@cdtequity.com.
About
CDT Equity Inc.
CDT
Equity Inc. (NASDAQ: CDT) is a data-driven biopharmaceutical development company focused on identifying, enhancing, and advancing high-potential
therapeutic assets through scientific innovation and strategic partnerships. Originally established as Conduit Pharmaceuticals, the company
has evolved into a broader, more agile platform that leverages artificial intelligence, solid-form chemistry, and efficient asset repositioning
to accelerate the development of novel treatments. Looking ahead, CDT are committed to creating shareholder value through licensing,
strategic M&A, and positioning the company as a platform for transformative innovation.
Cautionary
Statement Regarding Forward-Looking Statements
This
press release contains certain forward-looking statements within the meaning of the federal securities laws. All statements other than
statements of historical facts contained in this press release, including statements regarding CDT’s future results of operations
and financial position, CDT’s business strategy, prospective product candidates, product approvals, research and development cost
timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated
studies and business endeavors with third parties, and future results of current and anticipated product candidates, are forward-looking
statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. These forward-looking statements are subject to a number
of risks, uncertainties and assumptions, including, but not limited to; the effect that the reverse stock split may have on the price
of the Company’s common stock; the ability or inability to maintain the listing of CDT’s securities on Nasdaq; the ability
to recognize the anticipated benefits of the business combination completed in September 2023, which may be affected by, among other
things, competition; the ability of the combined company to grow and manage growth economically and hire and retain key employees; the
risks that CDT’s product candidates in development fail clinical trials or are not approved by the U.S. Food and Drug Administration
or other applicable authorities on a timely basis or at all; changes in applicable laws or regulations; the possibility that CDT may
be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties identified in other
filings made by CDT with the U.S. Securities and Exchange Commission. CDT operates in a very competitive and rapidly changing environment.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified
and some of which are beyond CDT’s control, you should not rely on these forward-looking statements as predictions of future events.
Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
except as required by law, CDT assumes no obligation and does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. CDT gives no assurance that it will achieve its expectations.
Investors
CDT
Equity Inc.
info@cdtequity.com
