Business Context and Reporting Period
Company: CDT Equity Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 16, 2026
Event: Entry into a Material Definitive Agreement (Equity Line of Credit Facility).
Key Financial Metrics and Transaction Details
This filing does not report historical revenue, profit, cash flow, or debt metrics. It details a new financing facility with the following parameters:
- Facility Size: Up to $25 million in Common Stock.
- Commitment Shares: 204,031 shares issued immediately as consideration for the agreement.
- Share Price Formula: 97% of the lowest VWAP of the prior 10 trading days (reducing to 95% if VWAP < $2.00 and 94% if VWAP < $1.00).
- Floor Price: Purchaser is not obligated to buy if the VWAP is below $1.35 (adjusts every six months).
- Ownership Cap: Purchaser cannot exceed 9.99% beneficial ownership.
- Transaction Limits: No single closing may exceed $750,000 or 100% of the daily trading volume times the VWAP.
- Term: 36 months from the effective date or until $25 million is sold.
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes and Agreements
The primary material change is the execution of a Directed Stock Purchase Agreement (ELOC) and a Registration Rights Agreement on January 16, 2026.
- Exclusivity: The Company agreed not to engage in other "at the market" offerings or equity line of credit transactions during the term of this agreement.
- Registration Obligation: The Company must file a Resale Registration Statement within 15 calendar days of the effective date and have it declared effective within 45 days of filing.
- Commitment Shares Payment: Payable on the earlier of April 16, 2026, or the effectiveness of the Resale Registration Statement.
Guidance, Outlook, and Risks
Management Commentary: The Company retains sole discretion on the timing and volume of sales, dependent on market conditions and trading prices. Net proceeds are variable based on execution frequency and price.
Risks and Contingencies:
- Market Price Risk: Sales are restricted if the stock price falls below the Floor Price ($1.35 initially).
- Dilution: Issuance of up to $25 million in shares plus 204,031 Commitment Shares will dilute existing shareholders.
- Uncertainty of Proceeds: The filing explicitly states that net proceeds depend on the frequency and price of sales, which are not guaranteed.
Investor Verification Checklist
- Verify the current trading price of CDT relative to the $1.35 Floor Price to assess immediate availability of the facility.
- Confirm the filing and effectiveness status of the Resale Registration Statement (due within 15-45 days of the effective date).
- Monitor the issuance of the 204,031 Commitment Shares and their impact on share count.
- Review the full text of the Equity Purchase Agreement (Exhibit 10.1) for specific termination rights and indemnification clauses.
- Check for any subsequent 8-K filings regarding the first utilization of the ELOC.