CDT Equity Inc. filed a current report on Form 8-K on October 27, 2026, disclosing an Evaluation Agreement with Manoira Corporation dated October 22, 2026, and reporting multiple unregistered share issuances totaling more than 2.6 million shares of common stock.

Key Highlights

  • Evaluation Agreement: CDT Equity and Manoira Corporation entered into an agreement for Manoira to analyze clinical-stage compounds AZD1656 and AZD5904 to determine whether they improve Manoira's animal healthcare business.
  • Manoira Share Issuance: The company issued 1,347,616 shares of common stock at $0.1447 per share, settling a total payment of $195,000 due to Manoira.
  • Service Provider Shares: 397,374 shares of common stock were issued on October 22, 2026, as consideration for consulting services.
  • Sarborg Limited Shares: 437,779 shares of common stock were issued in the aggregate on October 22 and October 23, 2026, to Sarborg Limited under a securities purchase agreement dated August 31, 2026.
  • Severance Shares: 499,616 shares were issued to Dr. Andrew Regan on October 23, 2026, in lieu of $65,000 severance compensation connected to his resignation as Chief Executive Officer.
  • Related-Party Disclosure: Dr. Regan, former CEO and former board member, is the beneficial owner of more than five percent of outstanding common stock and is the sole director of Manoira; according to the filing, he will not receive any consideration from the Agreement's transactions.

CDT Equity's Evaluation Agreement with Manoira and Multiple Unregistered Share Issuances

According to the filing, CDT Equity Inc. (NASDAQ:CDT) entered into an Evaluation Agreement with Manoira Corporation on October 22, 2026. Under the agreement, Manoira will analyze certain assets of the company, specifically clinical-stage compounds AZD1656 and AZD5904, to evaluate whether they can improve Manoira's animal healthcare business. In connection with this agreement, the company issued 1,347,616 shares of common stock, par value $0.0001 per share, at a price of $0.1447 per share, which the filing states settles a total payment of $195,000 due to Manoira.

The filing also disclosed three additional unregistered share issuances under Item 3.02. On October 22, 2026, the company issued 397,374 shares to a service provider for consulting services. On October 22 and October 23, 2026, the company issued in aggregate 437,779 shares to Sarborg Limited pursuant to a securities purchase agreement dated August 31, 2026. On October 23, 2026, the company issued 499,616 shares to Dr. Regan in lieu of $65,000 in severance compensation related to his resignation as Chief Executive Officer.

The company disclosed that all share issuances were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D. The filing notes that none of these shares have been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption. A press release announcing the Evaluation Agreement was issued on October 27, 2026, and furnished as Exhibit 99.1. The filing contains forward-looking statements, which the company describes as subject to risks and uncertainties under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.

What Was Disclosed

CDT Equity Inc. reported entering into an Evaluation Agreement with Manoira Corporation involving clinical compounds AZD1656 and AZD5904, and disclosed four separate unregistered issuances of common stock totaling more than 2.6 million shares for consideration including cash settlement, services, a prior purchase agreement, and severance compensation.