If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
x
* The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No.
12642Q 10 1
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13D
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Novit, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)
|
|
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(b)
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|
|
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF
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7
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
5,000,000
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EACH
REPORTING
PERSON
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9
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SOLE DISPOSITIVE POWER
0
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WITH
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10
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SHARED DISPOSITIVE POWER
5,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,000,000
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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|
|
|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
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14
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TYPE OF REPORTING PERSON
PN
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|
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CUSIP No.
12642Q 10 1
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13D
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Novit U.S., Inc.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)
|
|
|
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(b)
|
|
|
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
5,000,000
|
EACH
REPORTING
PERSON
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9
|
SOLE DISPOSITIVE POWER
0
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WITH
|
10
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SHARED DISPOSITIVE POWER
5,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
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14
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TYPE OF REPORTING PERSON
CO
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|
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CUSIP No.
12642Q 10 1
|
13D
|
Page 4 of 8 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Katarzyna Kusmierz
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)
|
|
|
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(b)
|
|
|
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
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7
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
5,000,000
|
EACH
REPORTING
PERSON
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9
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SOLE DISPOSITIVE POWER
0
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
5,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
|
14
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TYPE OF REPORTING PERSON
IN
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|
|
|
|
|
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CUSIP No.
12642Q 10 1
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13D
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Page 5 of 8 Pages
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Item 1.
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Security and the Issuer.
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This Schedule 13D relates to the common
stock, par value $0.0001 per share (the “Common Stock”), of CTD Holdings, Inc., a Florida corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 14120 NW 126th Terrace, Alachua, FL 32615.
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Item 2.
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Identity and Background.
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(a) This statement is being filed jointly by Novit, L.P.,
a Maryland limited partnership (“Novit”), Novit U.S., Inc., a Delaware corporation (“Novit US”) and Katarzyna
Kusmierz (“Kusmierz”) a citizen of the United States (Kusmierz, Novit and Novit US, collectively, the “Reporting
Persons”). Novit US is the general partner of Novit. Kusmierz is the trustee of the NAP Trust, which owns all of the outstanding
partnership interests in Novit. The sole director of Novit US is F. Patrick Ostronic, and the sole executive officer of Novit US
is Kusmierz, its President.
(b) The address for each of the Reporting Persons and
each other person identified in Item 2(a) above is 966 Hungerford Drive, Rockville, Maryland 20850.
(c) Novit US is the general partner of Novit, which
is an investment holding company. Kusmierz is the President of US Pharmacia International, Inc. located at 966 Hungerford Drive,
Rockville, Maryland 20850. Mr. Ostronic is an officer of US Pharmacia International, Inc. and the Chief Financial Officer of The
USP Group, located at 966 Hungerford Drive, Rockville, Maryland 20850.
(d)(e) None of the Reporting Persons or any other person
identified in Item 2(a) above, have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws.
(f) Novit is a Maryland limited partnership; Novit US
is a Delaware corporation; and Kusmierz and each other person identified in Item 2(a) above is a citizen of the United States of
America.
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Item 3.
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Source or Amount of Funds or Other Consideration.
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On April 9, 2014, Novit entered into a Securities
Purchase and Collaboration Agreement with the Issuer (the “April Purchase Agreement”) pursuant to which Novit purchased
4,000,000 shares of Common Stock from the Issuer in a private placement for an aggregate purchase price of $1,000,000. On July
21, 2014, Novit and other “Purchasers” entered into a Securities Purchase Agreement with the Issuer (the “July
Purchase Agreement”) pursuant to which Novit purchased from the Issuer in a private placement an additional 1,000,000 shares
of Common Stock for an aggregate purchase price of $1,000,000. All such shares of Common Stock were purchased by Novit with its
working capital.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons acquired the securities
of the Issuer for investment purposes. In addition, pursuant to the April Purchase Agreement, F. Patrick Ostronic was appointed
to the Issuer’s Board of Directors. The Reporting Persons may from time to time review and consider various alternative courses
of action for maximizing the value of their investment. Such alternatives may include, among other things, the acquisition of additional
shares of capital stock of the Issuer on the open market, through privately negotiated transactions with the Issuer or third parties,
by a tender or exchange offer or otherwise; or the sale of all or part of the Reporting Person’s investment on the open market
or in privately negotiated transactions. In pursuing such alternatives, the Reporting Persons may engage in discussions with the
Issuer, other stockholders of the Issuer, and the Reporting Person’s advisors, concerning the business, operations and future
plans of the Issuer, and strategic alternatives for maximizing stockholder value. In addition, the Reporting Person’s actions
will be subject to prevailing conditions from time to time, including, without limitation, the price and availability of shares,
future evaluations by the Reporting Persons of the business and prospects of the Issuer, regulatory requirements, other investment
opportunities available to the Reporting Persons and general stock market and economic conditions.
CUSIP No.
12642Q 10 1
|
13D
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Page 6 of 8 Pages
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Other than set forth above, the Reporting
Persons and each other person identified in Item 2(a) above do not have any other present plans or proposals that relate to or
would result in any of the matters enumerated in paragraphs (a) through (j), inclusive, of item 4 of Schedule 13D, but reserve
the right, based on all relevant factors and subject to applicable law, at any time and from time to time to review or reconsider
their position, change their position, take other actions (including actions that could involve one or more of the types of transactions
or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement
plans or proposals with respect to any of the foregoing.
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Item 5.
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Interest in Securities of the Issuer.
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(a) As of the date of this filing:
Novit owns directly 5,000,000 shares of
Common Stock. Based on 54,287,355 shares of Common Stock issued and outstanding as of July 21, 2014 (based on 52,562,355 shares
disclosed by the Issuer as outstanding in the July Purchase Agreement, plus the 1,725,000 shares of Common Stock issued thereunder),
the 5,000,000 shares of Common Stock owned by Novit constitute 9.2% of the outstanding shares of Common Stock. Each of Novit US
and Kusmierz may be deemed to own the 5,000,000 shares of Common Stock owned by Novit.
(b) Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote:
Novit, Novit US and Kusmierz share the power
to vote or direct the vote of the 5,000,000 shares of Common Stock owned by Novit.
Sole power to dispose of or to direct the disposition: 0
Shared power to dispose of or to direct
the disposition:
Novit, Novit US and Kusmierz share the power
to dispose of or direct the disposition of the 5,000,000 shares of Common Stock owned by Novit.
(c) The information provided in Item 3 is hereby
incorporated by reference. There have been no other transactions by the Reporting Persons in the shares of Common Stock
during the past 60 days.
(d) Janusz Napiorkowski is the beneficiary of the NAP
Trust which indirectly owns 100% of the partnership interests of Novit, and in such capacity, together with such trust, has the
right to receive dividends from, and proceeds from the sale of, the shares of Common Stock owned by Novit.
(e) Not applicable
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Item 6.
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Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
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None.
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Item 7.
|
Material to be filed as Exhibits.
|
The following document is filed as an exhibit
to this Schedule 13D:
Exhibit No.
|
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Description
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1
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Securities Purchase and Collaboration Agreement by and among the Issuer and Novit, dated as of April 9, 2014, incorporated by reference to Exhibit 10.1 of the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2014.
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CUSIP No.
12642Q 10 1
|
13D
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Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 11, 2014
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NOVIT, L.P.
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By: Novit U.S., Inc., its General Partner
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By:
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/s/ F. Patrick Ostronic
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Name:
Title:
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F. Patrick Ostronic
Vice President
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Dated: August 11, 2014
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NOVIT U.S., INC.
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|
|
|
|
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By:
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/s/ F. Patrick Ostronic
|
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Name:
Title:
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F. Patrick Ostronic
Vice President
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|
|
|
|
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Dated: August 11, 2014
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/s/ Katarzyna Kusmierz
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Katarzyna Kusmierz
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CUSIP No.
12642Q 10 1
|
13D
|
Page 8 of 8 Pages
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JOINT FILING AGREEMENT
The undersigned hereby consent to the joint
filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating
to the securities of CTD Holdings, Inc. and hereby affirm that this Schedule 13D is being filed on behalf of each of the undersigned.
Dated: August 11, 2014
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NOVIT, L.P.
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By: Novit U.S., Inc., its General Partner
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|
|
|
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By:
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/s/ F. Patrick Ostronic
|
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Name:
Title:
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F. Patrick Ostronic
Vice President
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Dated: August 11, 2014
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NOVIT U.S., INC.
|
|
|
|
|
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By:
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/s/ F. Patrick Ostronic
|
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Name:
Title:
|
F. Patrick Ostronic
Vice President
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|
|
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|
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Dated: August 11, 2014
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/s/ Katarzyna Kusmierz
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Katarzyna Kusmierz
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