CDT Equity与Manoira签订动物保健评估协议，但仅为早期、非约束性合作并伴随小额股权支付

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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
of
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
☒
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.
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

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EX-10.1
2
ex10-1.htm
EX-10.1
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

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EX-99.1
3
ex99-1.htm
EX-99.1
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