Business Context and Reporting Period
Company: CDT Equity Inc.
Filing Type: Form 8-K (Current Report)
Report Date: December 28, 2025 (Earliest event reported)
Business Context: The Company is a biopharmaceutical entity focused on the development of AZD1656 for conditions including COPD, Fibrosis (IPF, NASH, Kidney). This filing reports the entry into two material definitive consulting agreements to optimize pre-clinical development and pursue out-licensing opportunities.
Key Financial Metrics and Transactions
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, or margins. The primary financial activity involves the issuance of unregistered equity securities as consideration for services:
- Thesprogen Agreement Consideration: $155,000 value paid via issuance of 108,392 shares of Common Stock.
- NJS Foresight Agreement Consideration: $150,000 initial retainer paid via issuance of 104,896 shares of Common Stock.
- Total Equity Issued: 213,288 shares of Common Stock valued at the closing price immediately preceding execution.
- Future Obligations: Potential commission fees of 8% of the total announced value of any out-licensing transactions executed during the 12-month term of the NJS Agreement.
Material Changes Versus Prior Period
The filing does not provide comparative financial data or year-over-year operational changes. The material change reported is the strategic engagement of external advisors:
- Thesprogen, PC: Engaged for a six-month term to evaluate pre-clinical data, devise optimization strategies for human organ models, and manage public messaging.
- NJS Foresight Bio-Advisory, LLC: Engaged for a twelve-month term to identify and support potential licensing partners for the Company's asset portfolio.
Guidance, Outlook, Risks, and Unusual Items
Outlook and Strategy: Management is actively pursuing the optimization of AZD1656 development and seeking licensing partners to monetize its asset portfolio. A press release regarding the NJS Agreement was issued on January 2, 2026.
Risks and Contingencies:
- Forward-Looking Statements: The filing contains forward-looking statements regarding the impact of the agreements, which are subject to risks and uncertainties that could cause actual results to differ materially.
- Unregistered Securities: The shares issued to Thesprogen and NJS were sold in reliance on Section 4(a)(2) and/or Rule 506 of Regulation D exemptions. These securities are not registered and may not be resold in the U.S. absent registration or an exemption.
- Commission Contingency: Future cash or stock outflows depend on the successful execution of licensing transactions.
Important Facts for Investor Verification
- Verify the exact closing price of CDT Common Stock used to value the 213,288 shares issued to consultants.
- Confirm the specific terms of the 8% commission fee structure in the NJS Agreement, particularly regarding transactions initiated during the term but executed after termination.
- Review the attached Exhibits 10.1 and 10.2 for full details on termination rights and customary representations.
- Monitor future filings for any updates on the pre-clinical data evaluation of AZD1656 or announcements of licensing deals.