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): ~~August~~October 8, 2025

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)

~~Conduit~~Not ~~Pharmaceuticals Inc.~~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 at an exercise price of $11.50	CDTTW	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 43.~~02.~~03 ~~Non-Reliance~~Material onModification ~~Previously~~to ~~Issued~~Rights ~~Financial~~of ~~Statements~~Security ~~or a Related Audit Report or Completed Interim Review~~Holders.

OnTo ~~August 8, 2025, CDT Equity Inc. (~~the ~~“Company”)~~extent ~~determined,~~required ~~after~~by ~~discussions~~Item ~~with its advisors and CBIZ CPAs P~~3.~~C.,~~03 ~~the~~of ~~Company’s independent~~Form ~~registered public accounting firm~~8-K, ~~that~~ the ~~Company’s~~information ~~previously~~contained ~~issued~~in ~~unaudited~~Item ~~financial~~5.03 ~~statements, and notes related thereto, for the Subject Period (as defined below) should no longer be relied upon due to the restatement described below pertaining to the correct accounting treatment~~ of ~~certain~~this ~~milestone~~Current ~~payments,~~Report ~~totaling~~on ~~$0.4~~Form ~~million,~~8-K ~~made to Sarborg Limited~~ (~~“Sarborg”) in connection with a Services Agreement (~~the “~~Sarborg Service Agreement~~Current Report”) ~~for~~is ~~the~~incorporated ~~acquisition~~herein ofby a diagnostic tool used to monitor clinical trials, aggregate data on an ongoing basis and tracking intellectual property patent status, which was previously classified as research and development expense, but should have been classified as an acquired diagnostic asset in the Company’s March 31, 2025 condensed consolidated balance sheet in accordance with ASC 730reference.

InItem connection with the review of the Company’s financial statements as of and for the quarter ended June 30, 2025, the Company, after consideration with its advisors, determined that changes in the Company’s previously issued unaudited interim financial statements as of and for the three months ended March 31, 2025 (the “Subject Period”) are required to be made to the condensed consolidated balance sheet, condensed consolidated statement of operations and comprehensive loss, the condensed consolidated statement of changes in stockholders’ deficit and the condensed consolidated statement of cash flows with respect to the accounting treatment of certain milestone payments to Sarborg5.03. AsAmendments ~~a result, the Company plans~~ to ~~address~~Articles ~~the restatement and adjustment~~ of ~~its~~Incorporation ~~unaudited~~or ~~financial~~Bylaws; ~~statements, and~~Change ~~notes related thereto for the Subject Period~~ in ~~amendments~~Fiscal ~~to the Quarterly Report on Form 10-Q for the Subject Period~~Year. The Company’s management and members of the Audit Committee of the Board of Directors have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with CBIZ CPAs P.C.

On October 8, 2025, CDT Equity Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1-for-8 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Company’s stockholders previously approved future reverse stock splits and granted the board of directors the authority to determine the exact split ratios and when to proceed with any such reverse stock splits at the Company’s Special Meeting of Stockholders held on May 5, 2025.

The Reverse Stock Split will become effective on October 10, 2025, at 5:00 p.m., Eastern Time (the “Effective Time”) and the Common Stock is expected to begin trading on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on October 13, 2025, at market open under the existing ticker symbol, “CDT.” As of the Effective Time, every eight shares of the Company’s issued and outstanding Common Stock will be combined into one share of Common Stock.

The par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split Common Stock CUSIP number will be 20678X403.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price per share of the Common Stock (as adjusted for the Reverse Stock Split) on the Nasdaq Capital Market on October 10, 2025.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 9, 2025, the Company issued a press release announcing the Reverse Stock Split. 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 of 1933, as amended (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 “~~plans”~~will,” “~~will~~would,” ~~and~~ “expected”,” or the negative of such terms, or other comparable terminology, and include statements about the ~~Company’s~~Reverse ~~financial~~Stock Split ~~outlook~~ and the impacts, if any, on the Company’s Common Stock. 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 and 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

3.1		Certificate of Amendment filed with the Delaware Secretary of State on October 8, 2025
99.1		Press Release, dated October 9, 2025
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.
August 14, 2025	By:	/s/ Andrew Regan
October 9, 2025	By:	/s/ Andrew Regan
	Name:	Andrew Regan
	Title:	Chief Executive Officer

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