8-K - CDT - Equibles

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): December 28, 2025

CDTEquity 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
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(Address of principal executive<br> 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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<br> value per share	CDT	The Nasdaq Stock Market<br> LLC
Redeemable Warrants, each<br> whole warrant exercisable for one share of Common Stock	CDTTW	The Nasdaq Stock Market<br> 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.

ConsultingAgreement with Thesprogen, PC

On December 28, 2025, CDT Equity, Inc. (the “Company” or “CDT”) and Thesprogen, PC (“Thesprogen”) entered into a Consulting Agreement (the “Thesprogen Agreement”) pursuant to which Thesprogen will evaluate the Company’s recent pre-clinical data on AZD1656, devise strategies to optimize pre-clinical development including possible human organ models in COPD or Fibrosis (IPF, NASH, Kidney), and devise strategies to optimize the Company’s press releases and public messaging. The Thesprogen Agreement is for a term of six months, unless terminated earlier in accordance with its terms, and contains customary representations and warranties. Effective December 29, 2025, in exchange for the $155,000 of consideration to be paid by the Company under the Thesprogen Agreement, CDT issued to Thesprogen 108,392 shares (the “Thesprogen Shares”) of its common stock, par value $0.0001 (the “Common Stock”) valued at the closing price of the Common Stock immediately preceding execution of the Thesprogen Agreement.

ConsultingAgreement with NJS Foresight Bio-Advisory, LLC

On December 29, 2025 (the “Effective Date”) the Company and NJS Foresight Bio-Advisory, LLC (“NJS”) entered into a Consulting Agreement (the “NJS Agreement,” together with the Thesprogen Agreement, the “Agreements”) pursuant to which NJS will provide advisory and business development services to the Company focused on the identification, introduction and support of potential licensing partners in connection with the out-licensing of the Company’s asset portfolio. The NJS Agreement is for a term of twelve months, unless terminated earlier in accordance with its terms, and contains customary representations and warranties. As consideration for NJS’s services, CDT has agreed to pay a one-time fixed retainer of $150,000 on the Effective Date (the “Initial Retainer”) and a commission fee for each out-licensing transaction, partnership or definitive agreement (each, a “Transaction”) executed by the Company during the twelve-month period following the Effective Date equal to 8% of the total announced value, defined as the total aggregate value of the deal as publicly announced or as stipulated in the definitive licensing agreement, of each Transaction (the “Commission Fee”). In addition, CDT has agreed to pay NJS a Commission Fee for any Transaction executed during the twelve-month period immediately following the termination of the NJS Agreement only if the Transaction partner was first introduced by NJS during the term of the NJS Agreement and the Transaction was initiated and materially negotiated by NJS during the term of the NJS Agreement. Pursuant to the NJS Agreement, the Initial Retainer and any Commission Fees are payable in cash or common stock at the Company’s election. On the Effective Date, in exchange for the Initial Retainer, CDT issued to NJS 104,896 shares of Common Stock (the “NJS Shares”) valued at the closing price of the Common Stock immediately preceding execution of the NJS Agreement.

The Thesprogen Agreement and NJS Agreement are attached as Exhibits 10.1 and 10.2, respectively. The descriptions of the terms of the Thesprogen Agreement and the NJS Agreement are not intended to be complete and are qualified in their entirety by reference to such exhibits. The Agreements contain customary representations, warranties and covenants by the Company which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

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.

The Company issued the Thesprogen Shares and NJS 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. Neither the issuance of the Thesprogen Shares nor the NJS 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. CDT relied upon representations, warranties, certifications and agreements of each of Thesprogen and NJS in support of the satisfaction of the conditions contained in Section 4(a)(2) and/or Rule 506 of the Securities Act or Regulation D thereunder.

Item 7.01	Regulation FD Disclosure.

On January 2, 2026, the Company issued a press release announcing the NJS 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-LookingStatements

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	Consulting Agreement, dated December 28, 2025, between CDT Equity, Inc. and Thesprogen, PC.
10.2	Consulting Agreement, dated December 29, 2025, between CDT Equity, Inc. and NJS Foresight Bio-Advisory, LLC.
99.1	Press Release, dated January 2, 2026.
104	Cover Page Interactive Data File (embedded within the<br> 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.
January 2, 2026	By:	/s/ Andrew Regan
	Name:	Andrew Regan
	Title:	Chief Executive Officer

Exhibit10.1

CONSULTINGAGREEMENT

This Consulting Agreement (“Agreement”) is made and entered into as of December 28, 2025 (“Effective Date”) by and between CDT Equity Inc. a Delaware corporation with principal offices located at 4851 Tamiami Trail North, Suite 200, Naples, FL, 34103 (“Company”), and Thesprogen, PC, having an address at 151 Praxitelous, GR-18535 Piraeus, Greece (“Thesprogen”). In this Agreement, Company and Thesprogen are sometimes referred to individually as a “Party” and together as the “Parties.”

**WHEREAS,**Thesprogen has substantial expertise in advising clients on strategies for Pharmaceutical and Biotech development; and

**WHEREAS,**Company wishes to engage Thesprogen to provide consulting services in their area of expertise.

NOW,THEREFORE, the Parties, intending to be legally bound, agree as follows:

1.	SERVICES. Thesprogen agrees to provide Company with the consulting services (“Services”)<br> described in Appendix A to this Agreement. Thesprogen will perform the Services in<br> good faith, with all due care, skill, and ability, and to the highest standards of professional<br> and ethical competence and integrity. Thesprogen will keep accurate records of their Services<br> including authorized expenditures. The Services will commence on January 1, 2026.
2.	COMPENSATION. In consideration for the Services performed by Thesprogen, Company agrees to compensate<br> Thesprogen as set forth in Appendix A. Invoices will be submitted by Thesprogen via<br> email to the email address for Company set forth on Appendix A.
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3.	WORK PRODUCT AND DELIVERABLES. Any work product and deliverables to be provided pursuant to<br> the Services are described in Appendix A. Thesprogen agrees to treat as for the sole<br> benefit of Company and to fully and promptly disclose and assign to Company, without additional<br> compensation, all right, title and interest in and to any and all intellectual property embodied<br> in such work product and deliverables. Works of authorship that are protectable by copyright<br> are “works made for hire,” as that term is defined in the United States Copyright<br> Act. Thesprogen agrees to sign all papers and take other actions, at Company’s expense<br> and reasonable request, to assign, secure and enforce rights to such intellectual property.
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4.	RELATIONSHIP OF THE PARTIES. Thesprogen is an independent contractor to and not an employee of Company.<br> Company will not withhold taxes or provide any benefits to Thesprogen, such as health insurance,<br> leave, or any other employee benefits. Thesprogen will have no management activities, authority<br> or responsibilities on behalf of Company.
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5.	CONFIDENTIAL INFORMATION. Subject to the limitations set forth in Section 6, all information disclosed<br> by one Party to the other shall be deemed to be “Confidential Information.” Confidential<br> Information may include, without limitation, any technical information, trade secret, patent<br> application, technique, invention, idea, process, or formula; any data or information relating<br> to any past, current and contemplated research and development activities, clinical trials,<br> and the like; and any commercial, engineering, manufacturing, marketing, partnering, regulatory,<br> servicing, financing or personnel matter, plan, program or strategy, suppliers, clients,<br> customers, employees, investors, partners or business opportunities of a Party, whether in<br> oral, written, visual, graphic or electronic form. All Confidential Information (including<br> all copies thereof) shall remain at all times the property of the Party that discloses it<br> (“Disclosing Party”).
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6.	COMPANY POLICIES. As a condition of your Services, you are and will be required at all times<br> to comply with and observe the Company’s policies and rules, including any anti-harassment,<br> workplace violence, drug-free and safety-related rules and policies, of the Company while<br> working on the Company’s premises or performing the Services.
7.	EXCLUSIONS FROM CONFIDENTIAL INFORMATION, Confidential Information shall not include information<br> that the Party that receives it (“Receiving Party”) can demonstrate by<br> competent written proof: (a) is now, or hereafter, becomes generally known or available in<br> the public domain through no act or failure to act by Receiving Party; (b) as demonstrated<br> written records of Receiving Party, is already known by Receiving Party at the time of receiving<br> such information; (c) is hereafter furnished to Receiving Party by a third party, as a matter<br> of right and without restriction on disclosure; (d) is independently developed by Receiving<br> Party without any use of or reference to the Confidential Information; or (e) is approved<br> in writing for disclosure by Disclosing Party.
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8.	DISCLOSURE DUE TO OPERATION OF LAW. Notwithstanding any other provision of this Agreement to the<br> contrary, disclosure of Confidential Information by Receiving Party will not be precluded<br> if such disclosure: (a) is made in response to a valid order of a court or other governmental<br> body of the United States or any political subdivision thereof having competent jurisdiction;<br> or (b) is otherwise required by law or regulation; provided, however, that Receiving Party<br> shall first have given reasonable prior notice to Disclosing Party, to the extent legally<br> permissible, and shall have made a reasonable effort to obtain a protective order requiring<br> that the Confidential Information so disclosed be used only for the purposes for which the<br> order was issued.
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9.	LIMITATIONS ON USE. Receiving Party may use the Confidential Information only to the extent required<br> to provide the Services and for no other purpose. Receiving Party shall maintain all Confidential<br> Information in trust and strict confidence and shall not disclose any of the Confidential<br> Information to any other third party without Disclosing Party’s prior written consent.
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10.	MAINTENANCE OF CONFIDENTIALITY. Receiving Party agrees to take reasonable measures to protect the<br> secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without<br> limiting the foregoing Receiving Party will take at least those measures that it takes to<br> protect its own confidential information of a similar nature.
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11.	NO LICENSE OR IMPLIED RIGHTS. No rights or licenses to copyrights, inventions, know-how,<br> patents, trademarks, trade secrets, or any other intellectual property rights, are implied<br> or granted under this Agreement except as expressly set forth herein.
12.	TERM, TERMINATION AND SURVIVAL. This Agreement will expire six (6) months from the Effective<br> Date unless earlier terminated or extended by mutual agreement. Each Party reserves the right,<br> in its sole discretion, to terminate the discussions relating to the Purpose at any time<br> and for any reason, including no reason. Either Party may terminate this Agreement if the<br> other Party commits a material breach of this Agreement that is not remedied within thirty<br> (30) days after receiving written notice of such breach or within such other period as is<br> reasonable under the circumstances. Receiving Party’s obligations regarding confidentiality<br> under this Agreement will continue for a period of five (5) years after any expiration or<br> termination of this Agreement. The provisions of this Agreement that expressly or by implication<br> are intended to come into or remain in force on or after its expiration or termination shall<br> remain in full force and effect, including Sections 4 - 11 and 13 - 17.
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13.	TREATMENT OF CONFIDENTIAL INFORMATION UPON TERMINATION. Upon expiration or termination of this<br> Agreement, Receiving Party shall promptly return or destroy, as directed by Disclosing Party,<br> all copies of Confidential Information and provide Disclosing Party with all work product<br> and deliverables described in the Services and confirm such actions in writing. Notwithstanding<br> the foregoing, Receiving Party may retain copies of Confidential Information as is reasonably<br> required to comply with its internal document retention policies or applicable law or to<br> ensure its compliance with the provisions of this Agreement. In addition, Receiving Party<br> will not be obligated to destroy copies of such information remaining on its standard computer<br> back-up systems. Any Confidential Information so retained will continue to be subject to<br> the terms of this Agreement for the period set forth herein.
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14.	REMEDIES. Thesprogen’s liability to the Company for<br> any claim arising out of or relating to this Agreement and the work performed under the Agreement,<br> whether in contract, tort, or otherwise, shall not exceed the amount of fees paid by Company<br> to Thesprogen under this Agreement. Thesprogen shall not be liable for any consequential,<br> incidental, indirect, special, or punitive damages, or for any loss of profits, revenue,<br> data, or business opportunities, arising out of or relating to this Agreement and the work<br> performed under the Agreement.
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15.	SECURITIES LAWS. Company is a publicly traded company. Thesprogen acknowledges that: (i) trading<br> in securities of Company is subject to applicable securities legislation; (ii) as a result<br> of the disclosure of the Confidential Information by Company to Thesprogen, Thesprogen may<br> possess material, non-public information of Company; and (iii) any trading by Thesprogen<br> or its Representatives in the securities of Company while in possession of such material,<br> non-public information may be a violation of applicable securities legislation and is at<br> all times prohibited.
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16.	NOTICE. All demands, notices and requests under this Agreement, other than routine communications,<br> shall be in writing, in each case to the attention of the other Party’s signatory at<br> the address above. Either Party may give any notice under this Agreement by customary means<br> (including personal delivery, overnight courier, or by certified postal delivery but expressly<br> not including fax or email), and such notice or other communication shall not be deemed duly<br> given when the Party for whom it is intended receives it. Any Party may change the address<br> to which notices and other communications are to be delivered.
17.	MISCELLANEOUS.
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16.

NOTICE. All demands, notices and requests under this Agreement, other than routine communications, shall be in writing, in each case to the attention of the other Party’s signatory at the address above. Either Party may give any notice under this Agreement by customary means (including personal delivery, overnight courier, or by certified postal delivery but expressly not including fax or email), and such notice or other communication shall not be deemed duly given when the Party for whom it is intended receives it. Any Party may change the address to which notices and other communications are to be delivered.

17.

MISCELLANEOUS.

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(a) Each of the undersigned warrants that they have the authority to enter into this Agreement and to disclose the Confidential Information provided hereunder.

(b) In the performance of its permitted activities under this Agreement, each Party shall comply with all applicable laws, including all applicable export control, anti-corruption and anti-bribery laws and regulations.

(c) Neither Party shall have the right to use the other Party’s name or likeness in any publications, publicity or other materials or presentations without obtaining the prior written consent of the other Party.

(d) Neither this Agreement nor any rights or obligations under this Agreement are assignable by either Party without the prior written approval of the other Party, except that either Party may assign this Agreement to an Affiliate without such consent and Company may assign this Agreement in the context of a sale of all or substantially all of its assets that relate to this Agreement without such consent.

(e) This Agreement shall be governed by the laws of the State of Delaware as applied to disputes involving parties located entirely within the State and without giving effect to its choice of law provisions. Any claim or controversy arising out of or related to this Agreement or any breach hereof shall be submitted to a court of competent jurisdiction in the State of Delaware, and each Party hereby consents to the jurisdiction and venue of such court.

(f) This Agreement constitutes the final, complete and exclusive agreement of the Parties relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both Parties.

(g) Section headings are included for convenience only and will not be deemed to be a part of this Agreement.

(h) Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. To be effective hereunder, any waiver of any right, power, or privilege hereunder shall be in writing and signed by the Party against whom the waiver is sought to be enforced.

(i) If any one or more of the provisions of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction from which no appeal can be or is taken, the provision shall be considered severed from this Agreement and shall not serve to invalidate any remaining provisions hereof. The Parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by the Parties when entering into this Agreement may be realized.

(j) Neither Party shall be deemed to have defaulted under or to be in breach of this Agreement for failure or delay in fulfilling material obligations when such failure or delay is directly caused by an event outside of their reasonable control, including but not limited to war, acts of war, insurrections, acts of terrorism, epidemics or pandemics, or acts of God (a “Force Majeure Event”). Each Party shall inform the other promptly and in writing of any such Force Majeure Event and the Parties will discuss the situation, and acting in good faith, agree on the appropriate course of action under the circumstances.

(k) For the convenience of the Parties, this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed in PDF form or by other electronically transmitted signatures and such signatures will be deemed to bind each Party as if they were the original signatures.

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

For,and on behalf of,

THESPROGEN PC
By:	/s/ A. Liapakis
Name:	A. Liapakis
Title:	Managing Director
For, and on behalf of,
CDT EQUITY INC.
By:	/s/ James Bligh
Name:	James Bligh
Title:	CFO

APPENDIXA

Descriptionof Services, Work Product and Deliverables to be Provided by Thesprogen:

Compensationfrom Company to Thesprogen:

For Services requested by Company, and rendered by Thesprogen, pursuant to this Agreement, Company agrees to pay Thesprogen a fixed fee of $155,000.00, payable in a number of shares of the Company’s common stock determined by dividing (i) $155,000.00, by (ii) the closing per-share price of the Company’s common stock as listed on The Nasdaq Stock Market on the Grant Date (with any fractional shares rounded up to the nearest whole share), which shares shall be fully vested (and fully paid and nonassessable) on the Grant Date. The initial term of this agreement shall be six (6) months, further terms may be mutually agreed between the parties.

Reasonable expenses will be reimbursed by Company at cost. Substantial expenses not in the usual course of business, and air and hotel travel must be pre-approved by Company, as agreed to in writing by the Parties.

Tothe extent applicable to the Services, the following items are specified (but not limited to):

1.	Evaluating<br> the Company’s recent pre-clinical data on AZD1656
2.	Devising<br> strategies to optimize CDT’s pre-clinical development including possible human organ<br> models in COPD or Fibrosis (IPF, NASH, Kidney)
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3.	Devising<br> strategies to optimize CDT’s press releases and public messaging, and as a result,<br> position the Company for increased stockholder value.
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Exhibit10.2

CONSULTINGAGREEMENT

This Consulting Agreement (“Agreement”) is made and entered into as of December 29, 2025 (“Effective Date”) by and between CDT Equity Inc. a Delaware corporation with principal offices located at 4851 Tamiami Trail North, Suite 200, Naples, FL, 34103 (“Company”), and NJS Foresight Bio-Advisory, LLC, having an address at 8 Devonshire Ct, Greenville, DE, 19807 (“Consultant”). In this Agreement, Company and Consultant are sometimes referred to individually as a “Party” and together as the “Parties.”

**WHEREAS,**Consultant has substantial expertise in advising clients on strategies for Pharmaceutical and Biotech corporate development and licensing discussions; and

**WHEREAS,**Company wishes to engage Consultant to provide consulting services in their area of expertise.

NOW,THEREFORE, the Parties, intending to be legally bound, agree as follows:

1.	SERVICES. Consultant agrees to provide Company with the consulting services (“Services”)<br> described in Appendix A to this Agreement. Consultant will perform the Services in<br> good faith, with all due care, skill, and ability, and to the highest standards of professional<br> and ethical competence and integrity. Consultant will keep accurate records of their Services<br> including authorized expenditures. The Services will commence on December 30, 2025.
2.	COMPENSATION. In consideration for the Services performed by Consultant, Company agrees to compensate<br> Consultant as set forth in Appendix A. Invoices will be submitted by Consultant via<br> email to the email address for Company set forth on Appendix A.
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SERVICES. Consultant agrees to provide Company with the consulting services (“Services”) described in Appendix A to this Agreement. Consultant will perform the Services in good faith, with all due care, skill, and ability, and to the highest standards of professional and ethical competence and integrity. Consultant will keep accurate records of their Services including authorized expenditures. The Services will commence on December 30, 2025.

COMPENSATION. In consideration for the Services performed by Consultant, Company agrees to compensate Consultant as set forth in Appendix A. Invoices will be submitted by Consultant via email to the email address for Company set forth on Appendix A.

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3.	WORK PRODUCT AND DELIVERABLES. Any work product and deliverables to be provided pursuant to<br> the Services are described in Appendix A. Consultant agrees to treat as for the sole benefit<br> of Company and to fully and promptly disclose and assign to Company, without additional compensation,<br> all right, title and interest in and to any and all intellectual property embodied in such<br> work product and deliverables. Works of authorship that are protectable by copyright are<br> “works made for hire,” as that term is defined in the United States Copyright<br> Act. Consultant agrees to sign all papers and take other actions, at Company’s expense<br> and reasonable request, to assign, secure and enforce rights to such intellectual property.
4.	RELATIONSHIP OF THE PARTIES. Consultant is an independent contractor to and not an employee of Company.<br> Company will not withhold taxes or provide any benefits to Consultant, such as health insurance,<br> leave, or any other employee benefits. Consultant will have no management activities, authority<br> or responsibilities on behalf of Company.
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5.	CONFIDENTIAL INFORMATION. Subject to the limitations set forth in Section 6, all information disclosed<br> by one Party to the other shall be deemed to be “Confidential Information.” Confidential<br> Information may include, without limitation, any technical information, trade secret, patent<br> application, technique, invention, idea, process, or formula; any data or information relating<br> to any past, current and contemplated research and development activities, clinical trials,<br> and the like; and any commercial, engineering, manufacturing, marketing, partnering, regulatory,<br> servicing, financing or personnel matter, plan, program or strategy, suppliers, clients,<br> customers, employees, investors, partners or business opportunities of a Party, whether in<br> oral, written, visual, graphic or electronic form. All Confidential Information (including<br> all copies thereof) shall remain at all times the property of the Party that discloses it<br> (“Disclosing Party”).
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6.	COMPANY POLICIES. As a condition of your Services, you are and will be required at all times<br> to comply with and observe the Company’s policies and rules, including any anti-harassment,<br> workplace violence, drug-free and safety-related rules and policies, of the Company while<br> working on the Company’s premises or performing the Services.
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7.	EXCLUSIONS FROM CONFIDENTIAL INFORMATION. Confidential Information shall not include information<br> that the Party that receives it (“Receiving Party”) can demonstrate by competent<br> written proof: (a) is now, or hereafter, becomes generally known or available in the public<br> domain through no act or failure to act by Receiving Party; (b) as demonstrated written records<br> of Receiving Party, is already known by Receiving Party at the time of receiving such information;<br> (c) is hereafter furnished to Receiving Party by a third party, as a matter of right and<br> without restriction on disclosure; (d) is independently developed by Receiving Party without<br> any use of or reference to the Confidential Information; or (e) is approved in writing for<br> disclosure by Disclosing Party.
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8.	DISCLOSURE DUE TO OPERATION OF LAW. Notwithstanding any other provision of this Agreement to the<br> contrary, disclosure of Confidential Information by Receiving Party will not be precluded<br> if such disclosure: (a) is made in response to a valid order of a court or other governmental<br> body of the United States or any political subdivision thereof having competent jurisdiction;<br> or (b) is otherwise required by law or regulation; provided, however, that Receiving Party<br> shall first have given reasonable prior notice to Disclosing Party, to the extent legally<br> permissible, and shall have made a reasonable effort to obtain a protective order requiring<br> that the Confidential Information so disclosed be used only for the purposes for which the<br> order was issued.
9.	LIMITATIONS ON USE. Receiving Party may use the Confidential Information only to the extent required<br> to provide the Services and for no other purpose. Receiving Party shall maintain all Confidential<br> Information in trust and strict confidence and shall not disclose any of the Confidential<br> Information to any other third party without Disclosing Party’s prior written consent.
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10.	MAINTENANCE OF CONFIDENTIALITY. Receiving Party agrees to take reasonable measures to protect the<br> secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without<br> limiting the foregoing Receiving Party will take at least those measures that it takes to<br> protect its own confidential information of a similar nature.
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11.	NO LICENSE OR IMPLIED RIGHTS. No rights or licenses to copyrights, inventions, know-how,<br> patents, trademarks, trade secrets, or any other intellectual property rights, are implied<br> or granted under this Agreement except as expressly set forth herein.
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12.	TERM, TERMINATION AND SURVIVAL. This Agreement will<br>expire twelve (12) months from the Effective Date unless earlier terminated or extended by mutual agreement. Each Party reserves the<br>right, in its sole discretion, to terminate the discussions relating to the Purpose at any time and for any reason, including no reason.<br>Either Party may terminate this Agreement if the other Party commits a material breach of this Agreement that is not remedied within<br>thirty (30) days after receiving written notice of such breach or within such other period as is reasonable under the circumstances.<br>Receiving Party’s obligations regarding confidentiality under this Agreement will continue for a period of five (5) years after<br>any expiration or termination of this Agreement. The provisions of this Agreement that expressly or by implication are intended to come<br>into or remain in force on or after its expiration or termination shall remain in full force and effect, including Sections 4 - 11 and<br>13 - 17.
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13.	TREATMENT OF CONFIDENTIAL INFORMATION UPON TERMINATION. Upon expiration or termination of this<br> Agreement, Receiving Party shall promptly return or destroy, as directed by Disclosing Party,<br> all copies of Confidential Information and provide Disclosing Party with all work product<br> and deliverables described in the Services and confirm such actions in writing. Notwithstanding<br> the foregoing, Receiving Party may retain copies of Confidential Information as is reasonably<br> required to comply with its internal document retention policies or applicable law or to<br> ensure its compliance with the provisions of this Agreement. In addition, Receiving Party<br> will not be obligated to destroy copies of such information remaining on its standard computer<br> back-up systems. Any Confidential Information so retained will continue to be subject to<br> the terms of this Agreement for the period set forth herein.
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14.	REMEDIES.<br> Consultant’s liability to the Company for any claim arising out of or relating to this<br> Agreement and the work performed under the Agreement, whether in contract, tort, or otherwise,<br> shall not exceed the amount of fees paid by Company to Consultant under this Agreement. Consultant<br> shall not be liable for any consequential, incidental, indirect, special, or punitive damages,<br> or for any loss of profits, revenue, data, or business opportunities, arising out of or relating<br> to this Agreement and the work performed under the Agreement.
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15.	SECURITIES LAWS. Company is a publicly traded company. Consultant acknowledges that: (i) trading<br> in securities of Company is subject to applicable securities legislation; (ii) as a result<br> of the disclosure of the Confidential Information by Company to Consultant, Consultant may<br> possess material, non-public information of Company; and (iii) any trading by Consultant<br> or its Representatives in the securities of Company while in possession of such material,<br> non-public information may be a violation of applicable securities legislation and is at<br> all times prohibited.
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16.	NOTICE.<br> All demands, notices and requests under this Agreement, other than routine communications,<br> shall be in writing, in each case to the attention of the other Party’s signatory at<br> the address above. Either Party may give any notice under this Agreement by customary means<br> (including personal delivery, overnight courier, or by certified postal delivery but expressly<br> not including fax or email), and such notice or other communication shall not be deemed duly<br> given when the Party for whom it is intended receives it. Any Party may change the address<br> to which notices and other communications are to be delivered.
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17.	MISCELLANEOUS.
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(a) Each of the undersigned warrants that they have the authority to enter into this Agreement and to disclose the Confidential Information provided hereunder.

(g) Section headings are included for convenience only and will not be deemed to be a part of this Agreement.

[SignaturePage Follows]

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

AGREED TO:
CDT<br> Equity Inc. (Company)
/s/ James Bligh
Name:	James Bligh
Title:	Chief Financial Officer
AGREED TO:
NJS<br> Foresight Bio-Advisory, LLC
(Consultant)
/s/ Nicholas J. Sarlis
Name:	Nicholas J. Sarlis, MD, PhD
Title:	Founder and Principal

APPENDIXA

DESCRIPTIONOF SERVICES, WORK PRODUCT AND DELIVERABLES TO BE PROVIDED BY CONSULTANT:

SERVICES

The Consultant shall provide advisory and business development services to the Company focused on the identification, introduction and support of potential licensing partners in connection with the out-licensing of the Company’s asset portfolio (the “Services”). Such Services shall include, as reasonably requested by the Company:

1.	Identifying<br> and introducing potential pharmaceutical, biotechnology or other strategic counterparties<br> that may have an interest in licensing one or more of the Company’s assets.
2.	Facilitating<br> and supporting initial licensing discussions between the Company and potential counterparties,<br> including acting as a liaison where appropriate.
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3.	Assisting<br> the Company in positioning its assets for out-licensing, including providing input on non-confidential<br> materials, messaging and outreach strategy.
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4.	Coordinating<br> with the Company’s management team in good faith and in a manner consistent with the<br> Company’s commercial objectives.
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The Consultant shall perform the Services in accordance with good industry practice and in good faith, using reasonable skill and care, and in a manner intended to advance the best interests of the Company. The Consultant shall not have authority to bind the Company or to negotiate definitive transaction terms on the Company’s behalf unless expressly authorized in writing.

WORKPRODUCT AND DELIVERABLES

Any non-confidential materials, introductions, summaries, correspondence or other work product generated by the Consultant in connection with the Services shall be deemed work product for the benefit of the Company, subject to Section 3 of the Agreement.

COMPENSATION

For Services requested by Company, and rendered by the Consultant, pursuant to this Agreement, Company agrees to pay Consultant as follows:

1.	Initial One-Time Retainer Fee:

The Company shall pay to the Consultant a fixed one-time retainer fee of $150,000 (One Hundred and Fifty Thousand Dollars) (the “Initial Retainer”). The Initial Retainer does not include business travel and other immediately related business expenses, as those will be reimbursed separately.

a)	Initial One-Time Payment: The full amount of the Initial Retainer is earned upon execution of<br> this Agreement and shall be payable upon the Effective Date.
2.	Transaction Success Fee (“Commission Fee”):
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In addition to the Initial Retainer the Consultant shall be entitled to a Commission fee for each out-licensing transaction, partnership, or definitive agreement (each, a “Transaction”) executed by the Company during the 12-month period following the Effective Date.

a)	Commission Fee Calculation: For each Transaction, the Company shall pay the Consultant a fee equal<br> to 8% (eight percent) of the “Total Announced Value” of the Transaction.
b)	Definition of Total Announced Value: For purposes of this Agreement, “Total Announced Value”<br> shall mean the total aggregate value of the deal as publicly announced or as stipulated in<br> the definitive licensing agreement, including upfront payments, guaranteed regulatory and<br> sales milestones, and the fair market value of any equity or non-cash consideration.
c)	Payment Timing: The Commission Fee shall be due and payable by the Company to the Consultant<br> within 30 business days of the execution of the definitive agreement for the Transaction<br> or the public announcement thereof, whichever occurs first.
d)	Tail Period: Following termination of this Agreement for any reason, the Consultant shall<br> be entitled to the Commission Fee only in respect of a Transaction executed within twelve<br> (12) months after termination, provided that:
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i.	the<br> relevant license partner was first introduced to the Company by the Consultant during the<br> Term; and
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ii.	such<br> Transaction was initiated and materially negotiated by the Consultant during the Term.
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For the avoidance of doubt, no Commission Fee shall be payable in respect of any transaction that is not directly attributable to the Consultant’s introduction and material involvement.

Company agrees to render payments to Consultant by check or wire to a U.S. or E.U. bank account on Company’s receipt of Consultant’s invoice(s) or (at the Company’s election) a number of shares of the Company’s common stock determined by dividing (i) the total amount of any given payment by (ii) the closing per-share price of the Company’s common stock as listed on The Nasdaq Stock Market on the Grant Date (with any fractional shares rounded up to the nearest whole share), which shares shall be fully vested (and fully paid and nonassessable) on the Grant Date.

The initial term of this agreement shall be twelve (12) months, further terms may be mutually agreed between the parties.

No reimbursement of expenses shall be owed unless expressly pre-approved in writing by the Company.

INVOICES

Other than the Initial One-Time Retainer Fee or commission fee(s) payable pursuant to this Appendix A shall be invoiced by the Consultant monthly or following the closing of the applicable Qualifying Transaction, respectively, and paid in accordance with the terms of this Agreement.

Invoices will be submitted via email to:

[***] & [***]

Exhibit99.1

CDTEngages NJS Foresight Bio-Advisory to Support Solid-Form Out-Licensing Strategy

- Engagement reinforces CDT’s strategy to unlock value from its solid-form asset portfolio

NAPLES, Fla. and CAMBRIDGE, United Kingdom, January 2, 2026 (GLOBE NEWSWIRE) – CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”), today announced that it has engaged NJS Foresight Bio-Advisory, LLC to identify, source and support the execution of out-licensing opportunities for selected assets within its solid-form patent portfolio. The engagement is intended to expand CDT’s commercial reach and accelerate potential licensing and royalty-based transactions.

NJS Foresight Bio-Advisory, LLC brings more than 20 years of out-licensing experience and has completed numerous successful licensing agreements across the biotechnology and pharmaceutical sectors. The firm’s principal, Dr. Nick Sarlis, brings over 25 years of clinical and pharmaceutical/biotechnology expertise to the role, including leadership of multidisciplinary teams advancing early and late-stage development programs, involvement in the launch of six global products, and direct participation in more than thirty clinical studies. He holds medical and doctoral degrees from the University of Athens and a PhD from Imperial College London, and is board certified in Internal Medicine in the United States. He is a Fellow of both the American College of Physicians and the Royal Society of Medicine.

CDT has built a portfolio of solid-form patents including cocrystals and salts that deliver enhanced physicochemical properties such as improved solubility, bioavailability and alternative delivery modes. These solid-forms also carry up to twenty years of patent protection, creating a pathway for partners to extend product lifecycles beyond traditional patent expiry.

The Company has been actively reviewing opportunities where marketed products face significant patent cliffs and where CDT has developed differentiated solid-forms of these active pharmaceutical ingredients. Industry data indicates a renewed period of investment activity in biopharma as companies respond to patent expirations, strategic consolidation and the adoption of AI-driven technologies. CDT believes these trends create a constructive environment for solid-form innovation and out-licensing.

“CDT continues to assess commercial pathways for its portfolio and sees strong potential for its solid-form assets to support lifecycle management strategies across the sector,” said Dr. Andrew Regan, Chief Executive Officer of CDT.

AboutCDT 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. In parallel, CDT has implemented a cryptocurrency treasury reserve strategy, initially focused on Bitcoin (BTC), designed to diversify its capital allocation and strengthen its financial position. Looking ahead, CDT are committed to creating shareholder value through licensing, strategic M&A, and positioning the company as a platform for transformative innovation.

CautionaryStatement 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 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. 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