Form 8-K

8-K — CDT Equity Inc.

Accession: 0001493152-26-048638

Filed: 2026-10-27

Period: 2026-10-22

CIK: 0001896212

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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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

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

1.01

Entry

into a Material Definitive Agreement.

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.

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.

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.

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.

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EVALUATION

AGREEMENT

This

Evaluation Agreement (the “Agreement”) is made on October 22, 2026 (the “Effective Date”).

BETWEEN:

(1)

CDT Equity Inc., a corporation incorporated in the State of Delaware, whose principal office is at 4851 Tamiami Trail North, Suite

200, Naples, FL 34103 (“CDT”); and

(2)

Manoira Corporation, a corporation incorporated in the State of Delaware, whose principal office is at 251 Little Falls Drive, Wilmington,

Delaware, County of New Castle, 19808 (“Manoira”),

each

a “Party” and together the “Parties”.

WHEREAS:

(A)

CDT holds rights to the clinical-stage compounds AZD1656, including certain cocrystal variants, and AZD5904 (the “CDT Assets”).

(B)

Manoira holds licensed rights to cannabinoid patents in animal health and intends to launch a range of animal health products based on

those patents in the first quarter of 2027 (the “Manoira Products”).

(C)

CDT wishes to engage Manoira to evaluate the CDT Assets in animal healthcare in combination with the Manoira Products, to determine whether

the CDT Assets improve the Manoira Products, with a view to engaging in licensing discussions if successful.

(D)

The Parties wish to set out the terms of that evaluation in this Agreement.

IS AGREED as follows:

EVALUATION PROGRAMME

1.1

Manoira shall evaluate the CDT Assets in animal healthcare applications in combination with the Manoira Products, in accordance with

the evaluation plan to be agreed in writing between the Parties (the “Evaluation Programme”), no later than November

30, 2026.

1.2

The purpose of the Evaluation Programme is to determine whether the CDT Assets in combination with the Manoira Products, provide an improved

product offering in terms of efficacy, safety, formulation or other commercially relevant characteristics.

1.3

Manoira shall carry out the Evaluation Programme with reasonable skill and care, in accordance with all applicable laws, regulations

and animal welfare standards. The CDT Assets shall not be administered to humans under this Agreement.

1.4

Manoira reserves the right to engage third-party contractors to perform parts of the Evaluation Programme, as part of its ordinary course

of business, provided that Manoira remains responsible for their performance.

SUPPLY OF THE CDT ASSETS

2.1

CDT shall supply Manoira with such quantities of the CDT Assets as the Parties reasonably agree are needed for the Evaluation Programme,

together with any relevant data, safety information and handling instructions.

2.2

Manoira shall use the CDT Assets solely for the Evaluation Programme. Manoira shall not analyse, reverse engineer or transfer the CDT

Assets to any third party except as permitted by this Agreement.

2.3

On expiry or termination of this Agreement, Manoira shall return or destroy any unused CDT Assets at CDT’s election.

CONSIDERATION

3.1

In consideration for Manoira carrying out the Evaluation Programme, CDT shall pay Manoira a total fee of US$195,000.00 (the “Fee”).

3.2

The Fee shall be payable in full on receipt of a valid invoice from Manoira.

3.3

The Fee is exclusive of any applicable taxes. Each Party shall bear its own costs in connection with this Agreement, except as expressly

stated.

REPORTS AND RESULTS

4.1

Manoira shall keep CDT reasonably informed of the progress of the Evaluation Programme. Manoira shall deliver a written report of the

results to CDT within sixty (60) days of its completion (the “Results”).

4.2

Each Party may use the Results for its internal evaluation purposes. Neither Party shall publish the Results without the prior written

consent of the other Party.

INTELLECTUAL PROPERTY

5.1

Each Party retains all rights in its intellectual property existing at the Effective Date or developed independently of this Agreement.

Nothing in this Agreement grants any licence or transfers any rights in the CDT Assets or the Manoira Products, except the limited right

for Manoira to use the CDT Assets for the Evaluation Programme.

5.2

Intellectual property arising from the Evaluation Programme that relates solely to the CDT Assets shall belong to CDT. Intellectual property

arising from the Evaluation Programme that relates solely to the Manoira Products shall belong to Manoira.

5.3

Intellectual property arising from the Evaluation Programme that relates to the combination of the CDT Assets with the Manoira Products

shall be jointly owned by the Parties. Neither Party shall exploit such jointly owned intellectual property commercially except under

a Commercial Agreement entered into under clause 6.

FUTURE COMMERCIAL ARRANGEMENT

6.1

If the Results show that the CDT Assets provide an improved product offering, the Parties shall negotiate in good faith, for a period

of one hundred and twenty (120) days following delivery of the Results, the terms of a commercial agreement covering the development,

licensing and commercialisation of the relevant products (a “Commercial Agreement”).

6.2

Neither Party shall be obliged to enter into a Commercial Agreement. A Commercial Agreement shall be binding only once set out in a separate

written agreement signed by both Parties.

CONFIDENTIALITY

7.1

Each Party shall keep confidential all information disclosed by the other Party under this Agreement, including the Results, and shall

use it only for the purposes of this Agreement.

7.2

Clause 7.1 shall not apply to information that is or becomes publicly available other than through breach of this Agreement, that the

receiving Party already lawfully held, or that is required to be disclosed by law, regulation or the rules of any stock exchange, including

Nasdaq.

7.3

The obligations in this clause 7 shall survive for five (5) years after expiry or termination of this Agreement.

TERM AND TERMINATION

8.1

This Agreement shall start on the Effective Date and continue for six (6) months, unless terminated earlier under this clause 8 or extended

by written agreement.

8.2

Either Party may terminate this Agreement on written notice if the other Party commits a material breach that is not remedied within

thirty (30) days of notice of the breach.

8.3

Clauses 2.3, 4.2, 5, 7 and 9 shall survive expiry or termination of this Agreement.

LIABILITY

9.1

The CDT Assets are supplied for evaluation purposes only, without any warranty as to their fitness for any purpose.

9.2

Neither Party shall be liable to the other for any indirect or consequential loss, or for loss of profits. Each Party’s total liability

under this Agreement shall not exceed the amount of the Fee.

10.

GENERAL

10.1

This Agreement constitutes the entire agreement between the Parties relating to its subject matter.

10.2

No variation of this Agreement shall be effective unless in writing and signed by both Parties.

10.3

Neither Party may assign this Agreement without the prior written consent of the other Party.

10.4

This Agreement may be executed in counterparts, each of which shall be an original.

10.5

This Agreement is governed by the laws of the State of Delaware. The Parties submit to the exclusive jurisdiction of the courts of the

State of Delaware.

[Signature

Page Follows]

WITNESS WHEREOF, each Party has caused the Agreement to be executed effective as of the date set forth above.

Signed for and on

behalf of

CDT EQUITY INC.

Signature: /s/

James Bligh

Name: James

Bligh

Title: Chief

Executive Officer

Signed for and on

behalf of

MANOIRA CORPORATION

Signature: /s/

Anton Connolly

Name: Anton

Connolly

Title: Director

EX-99.1

Filename: ex99-1.htm · Sequence: 3

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.

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

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

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