Form 8-K

8-K — CDT Equity Inc.

Accession: 0001493152-26-025629

Filed: 2026-05-28

Period: 2026-05-21

CIK: 0001896212

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 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): May 21, 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

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 ☒

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

3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

May 21, 2026, CDT Equity Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Nasdaq Listing

Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with

Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Requirement”) because the Company did not file its Quarterly Report

on Form 10-Q for the three-month period ended March 31, 2026 (the “Form 10-Q”) in a timely manner, as required for continued

listing on The Nasdaq Capital Market. The Notice has no immediate effect on the listing or trading of the Company’s securities.

The Notice indicated that the Company must submit a formal plan to regain compliance with the Periodic Filing Requirement by no later

than July 20, 2026. The Company anticipates filing its Form 10-Q as soon as the review process of the current draft is complete, thereby

regaining compliance with the Periodic Filing Requirement.

Item

7.01. Regulation FD Disclosure.

May 28, 2026, the Company issued a press release announcing the Notice. The press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K (“Current Report”) and is 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 to be “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

of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except as expressly set forth by

specific reference in such filing.

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 “anticipates,” “will,”

“would,” “expects,” or the negative of such terms, or other comparable terminology, and include statements about

the Notice and its impact, if any, on the Company’s securities. 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 that 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.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated May 28, 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.

May

28, 2026

By:

/s/

Andrew Regan

Name:

Andrew

Regan

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

CDT

Equity Inc. Announces Receipt of Nasdaq Deficiency Letter

NAPLES,

Fla. and CAMBRIDGE, United Kingdom, May 28, 2026 (GLOBE NEWSWIRE) — CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”),

today announced that the Company received a written notice (“Notice”) from the Nasdaq Listing Qualifications Department of

The Nasdaq Stock Market LLC (“Nasdaq”) on May 21, 2026 indicating that the Company did not timely file its Quarterly Report

on Form 10-Q for the three-month period ended March 31, 2026 (the “Form 10-Q”), as required for continued listing on The

Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Requirement”). The Notice does not

have an immediate effect on the listing or trading of the Company’s securities. The Notice provided that under Nasdaq rules, the

Company has until July 20, 2026 to submit a plan to regain compliance with the Periodic Filing Requirement. The Company anticipates filing

its Form 10-Q as soon as the review process of the current draft is complete, thereby regaining compliance with the Periodic Filing Requirement.

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 is 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 costs,

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 Notice may have on the Company’s securities;

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. Moreover, 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

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