CDT Equity Inc. 8-K

What Happened

• CDT Equity, Inc. (CDT) filed an 8-K reporting two consulting agreements entered in late December 2025 and the issuance of common stock as payment. On December 28, 2025, CDT signed a six‑month Consulting Agreement with Thesprogen, PC to evaluate pre-clinical data on AZD1656 and advise on development and public messaging. On December 29, 2025, CDT signed a 12‑month Consulting Agreement with NJS Foresight Bio‑Advisory, LLC to help identify and support potential licensing partners for CDT’s asset portfolio. CDT issued 108,392 shares to Thesprogen and 104,896 shares to NJS in each case in lieu of cash retainer values based on the closing stock price immediately before each agreement.

Key Details

• Thesprogen Agreement dated Dec 28, 2025: term 6 months; consideration reported as $155,000, satisfied by issuance of 108,392 shares.
• NJS Agreement dated Dec 29, 2025: term 12 months; initial retainer $150,000, satisfied by issuance of 104,896 shares; CDT may pay the retainer and any commission fees in cash or common stock at its election.
• NJS fee structure: 8% commission on the total announced value of any out‑licensing transaction executed during the 12‑month term (and limited post‑term transactions if partner was introduced and materially negotiated by NJS).
• Press release announcing the NJS agreement was issued January 2, 2026 (furnished as Exhibit 99.1).

Why It Matters

• The agreements advance CDT’s efforts to develop and potentially out‑license its assets (including work on AZD1656) by engaging outside advisors with specialized development and business‑development roles.
• CDT issued a total of 213,288 shares as payment for initial consulting consideration, which is a measurable dilution event reported under Item 3.02 (unregistered sales of equity securities).
• The NJS arrangement creates a contingent 8% commission obligation on any announced licensing deals completed during the engagement period, which could affect net proceeds from future transactions.