CDT Equity Inc 8-K, filed Oct 27, 2026
CDT Equity Inc. (CDT)
About this 8-K
CDT Equity Inc filed this 8-K on October 27, 2026, reporting on events of October 22, 2026.
On October 22, 2026, CDT Equity Inc. agreed with Manoira Corporation to evaluate AZD1656 and AZD5904 in animal healthcare, settling a $195,000 fee with 1,347,616 common shares at $0.1447 each. Successful results could lead to licensing discussions. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
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FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 22, 2026, CDT Equity Inc. (the “Company”) and Manoira Corporation (“Manoira”) entered into an Evaluation Agreement (the “Agreement”) whereby Manoira will analyze certain assets of CDT consisting of, among other things, clinical stage compounds AZD1656 and AZD5904 to determine whether they improve Manoira’s animal healthcare business. Pursuant to the Agreement, the Company issued 1,347,616 shares (the “Manoira Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) at a price of $0.1447, which shall settle the total payment in the amount of $195,000 due to Manoira.
The Agreement is attached as Exhibit 10.1. The description of the terms of the Agreement is not intended to be complete and is qualified in its entirety by reference to such exhibit. The Agreement contains customary representations, warranties and covenants by the Company which were made only for the purposes of such agreement and as of a specific date, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
Dr. Andrew Regan, the Company’s former Chief Executive Officer and a former member of the board of directors, is the beneficial owner of more than five percent of the outstanding Common Stock and is the sole director of Manoira. Dr. Regan will not receive any consideration from the transactions contemplated by the Agreement.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
On October 22, 2026, the Company issued 397,374 shares of Common Stock (the “Service Provider Shares”) to a service provider as consideration for certain consulting services.
On October 22, 2026, and October 23, 3026 the Company issued, in the aggregate, 437,779 shares of Common Stock (the “Sarborg Shares”) to Sarborg Limited pursuant to that certain securities purchase agreement, dated August 31, 2026, by and between the Company and Sarborg Limited.
On October 23, 2026, the Company issued 499,616 shares of Common Stock (the “Severance Shares”) to Dr. Regan in lieu of $65,000 severance compensation in connection with his resignation as Chief Executive Officer of the Company.
The Company issued the Manoira Shares, the Sarborg Shares, the Severance Shares, and the Service Provider Shares in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder, and applicable state securities laws. None of the Manoira Shares, the Sarborg Shares, the Severance Shares, or the Service Provider Shares have been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
| Item 7.01 | Regulation FD Disclosure. |
On October 27, 2026, the Company issued a press release announcing the Agreement. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Securities Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained therein.
Forward-Looking Statements
This Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will” and “expected”, or the negative of such terms, or other comparable terminology, and include statements about the Agreements and the impacts, if any, on the Company. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Evaluation Agreement, dated October 22, 2026, between CDT Equity, Inc. and Manoira Corporation. | |
| 99.1 | Press Release, dated October 27, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CDT EQUITY INC. | ||
| October 27, 2026 | By: | /s/ James Bligh |
| Name: | James Bligh | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Exhibit 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.
IT IS AGREED as follows:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
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.
7. 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.
8. 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.
9. 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]
IN 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 | |
Exhibit 99.1
CDT Partners with Manoira to Explore Enhancing Animal Health Products Ahead of Launch
NAPLES, Fla. and CAMBRIDGE, United Kingdom, Oct. 27, 2026 (GLOBE NEWSWIRE) - CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”), today announced that it has entered into an evaluation agreement with Manoira Corporation (“Manoira”), a specialty animal health company, to assess the potential of CDT’s clinical-stage assets AZD1656, including certain proprietary cocrystal derivatives, and AZD5904 to enhance Manoira’s forthcoming animal health products.
Manoira is preparing to launch its first range of animal health products in the first quarter of 2027, built on its licensed portfolio of patented cannabinoid cocrystal and solid-form technologies. Manoira believes these products offer a compelling, differentiated proposition in areas of animal health that are not currently well served. The company is currently in the manufacturing and testing phase ahead of launch.
Under the terms of the agreement, CDT will provide Manoira with access to materials from AZD1656, including certain cocrystal derivatives, and AZD5904. Manoira will evaluate these assets in combination with its products to determine whether either asset can improve the efficacy, safety, formulation or other commercially relevant characteristics of its planned product range.
If the evaluation is successful, CDT and Manoira intend to enter into licensing and commercialization discussions covering sales of the resulting products following launch. The agreement represents an opportunity for CDT to extend the value of its existing assets into the animal health market, a sector in which CDT believes its compounds may offer meaningful benefits for companion animals and livestock.
For further information or to discuss potential partnership opportunities, please contact the Company at info@cdtequity.com.
About CDT Equity Inc.
CDT Equity Inc. (NASDAQ: CDT) is a data-driven biopharmaceutical development company focused on identifying, enhancing, and advancing high-potential therapeutic assets through scientific innovation and strategic partnerships. Originally established as Conduit Pharmaceuticals, the company has evolved into a broader, more agile platform that leverages artificial intelligence, solid-form chemistry, and efficient asset repositioning to accelerate the development of novel treatments. Looking ahead, CDT are committed to creating shareholder value through licensing, strategic M&A, and positioning the company as a platform for transformative innovation.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this press release, including statements regarding CDT’s future results of operations and financial position, CDT’s business strategy, prospective product candidates, product approvals, research and development cost timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated studies and business endeavors with third parties, and future results of current and anticipated product candidates, are forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to; the effect that the reverse stock split may have on the price of the Company’s common stock; the ability or inability to maintain the listing of CDT’s securities on Nasdaq; the ability to recognize the anticipated benefits of the business combination completed in September 2023, which may be affected by, among other things, competition; the ability of the combined company to grow and manage growth economically and hire and retain key employees; the risks that CDT’s product candidates in development fail clinical trials or are not approved by the U.S. Food and Drug Administration or other applicable authorities on a timely basis or at all; changes in applicable laws or regulations; the possibility that CDT may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties identified in other filings made by CDT with the U.S. Securities and Exchange Commission. CDT operates in a very competitive and rapidly changing environment. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond CDT’s control, you should not rely on these forward-looking statements as predictions of future events.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, CDT assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. CDT gives no assurance that it will achieve its expectations.
Investors
CDT Equity Inc.
info@cdtequity.com