Form 8-K

8-K — CDT Equity Inc.

Accession: 0001493152-26-023707

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001896212

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

GRAPHIC (ex10-1_001.jpg)

GRAPHIC (ex10-1_002.jpg)

GRAPHIC (ex10-2_001.jpg)

GRAPHIC (ex10-2_002.jpg)

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2026-05-15

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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): May 15, 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.

May 15, 2026, CDT Equity Inc. (the “Company”) entered into the second amendment (the “Amendment No. 2”) to that

certain directed stock purchase agreement, dated January 16, 2026 (as amended, the “Purchase Agreement”), with an institutional

investor (the “Purchaser”) relating to an equity line of credit facility (the “ELOC”). Pursuant to Amendment

No. 2, the parties mutually agreed to set the gross purchase price to be paid without the consent of the Purchaser at any closing of

a regular purchase at $510,000. Amendment No. 2 also extends the Adjustment Period, as defined in the Purchase Agreement, to such time

as the Purchaser has entered into committed and binding trades to sell all of the shares it purchased under the Purchase Agreement.

addition, on May 15, 2026, the Company and the Purchaser entered into an amendment (the “Note Amendment”) to that certain

Senior Secured Convertible Promissory Note, originally issued on March 3, 2026 (the “Note”). Pursuant to the Note Amendment,

90% of the proceeds raised by the Company in any debt or equity financing or capital-raising transaction, including pursuant to the ELOC,

may be retained by the Company, with the remaining 10% required to go towards payment of amounts due under the Note.

Both

Amendment No. 2 and the Note Amendment are effective through May 31, 2026, at which point they will no longer modify the Purchase Agreement

and Note, respectively.

The

foregoing descriptions of Amendment No. 2 and the Note Amendment are qualified in their entirety by reference to Amendment No. 2 and

the Note Amendment, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and are incorporated herein

by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Form of Amendment No. 2 to Equity Purchase Agreement, dated May 15, 2026

10.2

Form of Amendment to Senior Secured Convertible Promissory Note, dated May 15, 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

15, 2026

By:

/s/

Andrew Regan

Name:

Andrew

Regan

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

19505

Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● legal@ascentpartnersllc.com

To:

CDT

Equity Inc.

4851

Tamiami Trail North, Suite 200

Naples,

Florida 34103

Attention: Andrew

Regan

CEO

May

15, 2026

Re:

Amendment No. 2

Dear

Mr. Regan:

Reference

is made to the Directed Stock Purchase Agreement, dated as of January 16, 2026 (as modified to the date hereof, the “Purchase

Agreement”), by and among CDT Equity, Inc., a Delaware corporation (together with its successors and permitted assigns, the

“Company”), Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”); capitalized

terms used but not defined herein are used as defined in the Purchase Agreement, including if defined by reference to definitions in

other Transaction Documents).

The

amendments set forth herein shall expire on May 31, 2026, and shall apply solely to Advance Notices delivered during the month of May

2026.

Subject

to the terms and conditions set forth herein, and effective on the later of (i) the date hereof and (ii) the date of execution and delivery

of this amendment by all parties listed on the signature pages hereof (the “Amendment Effective Date”) , the following

Transaction Documents are hereby amended as follows:

Purchase

Agreement

● Section

1.1 (c)(i) of the Purchase Agreement is hereby amended and restated in its entirety to

read as follows:

(i) without

the consent of the Purchaser, the Regular Purchase Price paid at any Closing shall not exceed

$510,000.

● Section

1.1 (c)(iii) of the Purchase Agreement is hereby amended and restated in its entirety

to read as follows:

(iii) if

the Pricing Percentage of the lowest VWAP for the Common Stock (the “Adjusted Price”)

in the period starting on the Closing Date and ending on the date when the Purchaser shall

have entered into committed, binding trades to sell all of the Purchased Securities purchased

at such Regular Closing (the “Adjustment Period”) is lower than such Regular

Purchase Price per share, then the Company shall, on the trading day immediately following

the end of the Adjustment Period, issue additional Purchased Securities (the “Adjustment

Securities”) to the Purchaser so as to ensure that the aggregate number of shares

of Purchased Securities received by the Purchaser for such Regular Closing equals the number

of shares it would have received if the Regular Purchase Price per share had been equal to

the Adjusted Price.

This

amendment is a Transaction Document and is limited as written.

of the date first written above, each reference in the Purchase Agreement to “this Agreement,” “hereunder,”

“hereof,” “herein,” or words of like import, and each reference in the other Transaction Documents

to the Purchase Agreement (including, without limitation, by means of words like “thereunder,” “thereof”

and words of like import), shall refer to the Purchase Agreement as modified thereby, and the provisions in this amendment amending the

Purchase Agreement shall be read together and construed as a single agreement with the Purchase Agreement. The execution, delivery and

effectiveness of this amendment shall not, except as expressly provided herein, (A) waive or modify any Default or Event of Default (whether

or not existing on the date hereof), right, power or remedy under, or any other provision of, any Transaction Document (in each case,

other than any failure to comply with any provision of a Transaction Document amended hereby that would not have been a failure if such

Transaction Document had been amended as provided herein prior to the date hereof) or (B) commit or otherwise obligate the Holder or

the Collateral Agent to enter into or consider entering into any other consent, waiver or modification of any Transaction Document or

make any further purchases or other advances pursuant to any Transaction Documents.

Each

Company Party hereby agrees that it continues to guaranty, jointly and severally, absolutely, unconditionally and irrevocably, pursuant

to the Guaranty, as primary obligor and not merely as surety, the full and punctual payment when due of the Obligations of any other

Company Party owing under the Transaction Document as modified hereby (subject to the limitations set forth in the Guaranty) and that

the terms hereof shall not affect in any way its obligations and liabilities, as expressly modified hereby, under the Transaction Documents.

Each Company Party hereby reaffirms (a) all of its obligations and liabilities under the Transaction Documents as modified hereby, and

agrees that such obligations and liabilities shall remain in full force and effect and (b) all Liens granted under the Transaction Documents,

and agrees that such Liens shall continue to secure the Obligations.

further consideration for the execution of this amendment by the Holder and without limiting any rights or remedies the Holder or any

of its Related Parties may have, each Company Party hereby releases each of the Holder and each of its Related Parties (each a “Releasee”

and, collectively, the “Releasees”) against any and all claims and from any other Losses of any Company Party or any

Subsidiary thereof, whether or not relating to any Transaction Document, any obligation or liability owing thereunder, any asset of any

Company Party or any of their Subsidiaries or Affiliates, or any legal relationship that exists or may exist between any Releasee and

any Company Party or any Subsidiary of any Company Party. Each Company Party, each for itself and for its Subsidiaries, acknowledges

and agrees that it or its Subsidiaries may discover information later that could have affected materially their willingness to agree

to the release in this paragraph and that neither such possibility, which it took into account when executing this amendment, nor such

discovery, as to which it expressly assumes the risk, shall affect the effectiveness of the release in this paragraph, and waives the

benefit of any legal requirement that may provide otherwise.

a Transaction Document, this amendment is subject to various interpretative and miscellaneous sections set forth in the Purchase Agreement

and other Transaction Documents that apply expressly to all Transaction Documents, located principally Article V (Miscellaneous)

of the Purchase Agreement (but also, without limitation, in Section 4.6 (Indemnification of Each Purchase Party) thereof), including

Section 5.2 (Fees and Expenses) thereof (which provides, without limitation, reimbursement to the Purchaser Parties for fees,

costs and expenses of negotiation, preparation, execution and signing of this amendment or otherwise relating to this amendment or the

transactions contemplated herein) and Sections 5.3(a) (Entire Agreement), 5.3(b) (Amendments), 5.3(c) (Beneficiary, Successors and

Assigns), 5.3(d) (No Implied Waivers or Notice Rights), 5.3(e) (Counterparts), Section 5.3(f) (Electronic Signatures), 5.4 (Notices),

5.8 (Severability) and 5.16 (Interpretation) (containing various interpretative provisions and additional definitions) thereof. In

addition, without limitation, (a) Section 5.7 (Governing Law; Courts) thereof provides that this amendment shall be governed by

and construed in accordance with the laws of the State of Delaware and that Proceedings in respect hereto shall be brought exclusively

in the Delaware state courts sitting in Wilmington, DE or the federal courts for the District of Delaware sitting in Wilmington, DE (subject

to certain exceptions for enforcement Proceedings brought by the Collateral Agent or any Purchaser Party) and (b) in Section 5.17

(Waiver of Jury Trial and Certain Other Rights), the parties thereto (which include the parties hereto) thereby irrevocably and

unconditionally waived, to the fullest extent permitted by applicable Regulations, any right that they may have to trial by jury of any

claim or cause of action or in any Proceeding, directly or indirectly based upon or arising out of, under or in connection with, this

amendment or the transactions contemplated therein or related thereto (whether founded in contract, tort or any other theory). The

parties hereto hereby reaffirm all of these and all other provisions of the Transaction Documents applying to the Transaction Documents

as applying to this amendment, all of which are hereby incorporated herein by reference. If the Amendment Effective Date has not occurred

within two Business Days after the date hereof, the Collateral Agent may, in its sole discretion upon notice to the Company, elect to

terminate this amendment, at which point this amendment will be of no further force and effect.

[Signature

Pages Follow]

-2-

This

amendment may be executed in counterparts, which may be effectively transmitted by fax or e-mail (in each case return receipt requested

and obtained) and which, together, shall constitute one and the same instrument.

Very

truly yours,

ASCENT

PARTNERS FUND LLC,

Holder

By:

/s/

Mikhail Gurevich

Name:

Mikhail

Gurevich

Title:

Authorized

Signatory

Accepted

and Agreed

of the Date First Written Above:

CDT

EQUITY INC.,

Company

By:

/s/

Jamie Bligh

Name:

Jamie

Bligh

Title:

Authorized

Officer

-3-

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

19505

Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● legal@ascentpartnersllc.com

To:

CDT

Equity Inc.

4851

Tamiami Trail North, Suite 200

Naples,

Florida 34103

Attention:

Andrew

Regan

CEO

May

15, 2026

Re:

Amendment No. 1

Dear

Mr. Regan:

Reference

is made to the Senior Secured Convertible Note, dated as of March 3, 2026 (as modified to the date hereof, the “Note”),

by and among CDT Equity Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”),

Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”) and the other Purchasers from time to time

party thereto and Ascent, as collateral agent for the Purchaser Parties, as defined therein (together with its successors and permitted

assigns, the “Collateral Agent”); capitalized terms used but not defined herein are used as defined in the Note, including

if defined by reference to definitions in other Transaction Documents.

The

amendments set forth herein shall expire on May 31, 2026, and shall apply solely to Advance Notices delivered during the month of May

2026.

Subject

to the terms and conditions set forth herein, and effective on the later of (i) the date hereof and (ii) the date of execution and delivery

of this amendment by all parties listed on the signature pages hereof (the “Amendment Effective Date”) , the following

Transaction Documents are hereby amended as follows:

Note

● The

first sentence of the Section 1.1 (b) of the Note is hereby amended and restated in

its entirety to read as follows:

Mandatory

Prepayments. On the next business day following any Company Party or any Subsidiary of any Company Party consummating any public

or private offering or any other issuance of any Capital Stock or any other issuance of any Capital Stock (other than any issuance of

Common Stock to the general public), Stock Equivalents or of any other Securities or Indebtedness (including entering into any Equity

Line of Credit or issuing any Variable-Priced Equity-Linked Instrument) or any other debt or equity financing or capital-raising transaction

of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, the Company shall, subject to

the Holder’s conversion rights set forth herein, pay to the Holder in cash an amount equal to ten percent (10%) of the gross proceeds

received by the Company from such Subsequent Offering, which amount shall be applied toward repayment of the outstanding Obligations.

This

amendment is a Transaction Document and is limited as written.

of the date first written above, each reference in the Note to “this Note,” “hereunder,” “hereof,”

“herein,” or words of like import, and each reference in the other Transaction Documents to the Note (including, without

limitation, by means of words like “thereunder,” “thereof” and words of like import), shall refer

to the Note as modified thereby, and the provisions in this amendment amending the Note shall be read together and construed as a single

agreement with the Note. The execution, delivery and effectiveness of this amendment shall not, except as expressly provided herein,

(A) waive or modify any Default or Event of Default (whether or not existing on the date hereof), right, power or remedy under, or any

other provision of, any Transaction Document (in each case, other than any failure to comply with any provision of a Transaction Document

amended hereby that would not have been a failure if such Transaction Document had been amended as provided herein prior to the date

hereof) or (B) commit or otherwise obligate the Holder or the Collateral Agent to enter into or consider entering into any other consent,

waiver or modification of any Transaction Document or make any further purchases or other advances pursuant to any Transaction Documents.

This amendment does not constitute a novation of the Note.