Business Context and Reporting Period
This Form 8-K Current Report was filed by CDT Equity Inc. on February 19, 2026, with the earliest event reported on that same date. The filing details the entry into material definitive agreements, including the acquisition of a stake in Sarborg Limited and extensions of consulting agreements with NJS Foresight Bio-Advisory, LLC and Thesprogen, PC.
Key Financial Metrics and Transaction Details
The filing does not provide standard financial statements (revenue, profit, cash flow, or margins) as it is a current report on specific events rather than a periodic financial report. However, it discloses the following transaction values and equity issuances:
- Sarborg Acquisition Consideration:
- 598,006 shares of CDT Equity Common Stock.
- Pre-funded warrants to purchase up to 109,978,918 shares of Common Stock.
- Deferred cash consideration of $8 million, payable upon the Company raising at least $20 million via an at-the-market facility.
- NJS Foresight Bio-Advisory Extension:
- One-time fixed retainer of $150,000 paid in 199,734 shares of Common Stock (valued at $0.751/share).
- Thesprogen, PC Extension:
- One-time fixed retainer of $245,000 paid in 341,702 shares of Common Stock (valued at $0.717/share).
- Maxim Partners LLC Issuance:
- 130,000 shares of Common Stock issued as partial consideration for investment banking services.
Material Changes and Related Party Transactions
The primary material change is the acquisition of approximately 20% of the outstanding common stock of Sarborg Limited. The filing discloses related party transactions involving Company directors:
- Andrew Regan (CEO and Director): Is a director of Sarborg but received no securities or consideration from the transaction.
- Chele Farley (Director): Is a stockholder of Sarborg and received 10,533 shares of Common Stock and pre-funded warrants for 1,940,804 shares in exchange for her Sarborg shares. The filing states she did not receive consideration in excess of other investors.
The Pre-Funded Warrants issued to Sarborg investors cannot be exercised until the Company obtains requisite stockholder approval for the issuance of shares exceeding 19.99% of the outstanding Common Stock or voting power.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance or management commentary on future earnings. Key contingencies and risks identified include:
- Stockholder Approval Requirement: The exercise of the Pre-Funded Warrants is contingent upon stockholder approval to issue shares in excess of 19.99% of the outstanding Common Stock.
- Deferred Cash Payment: The $8 million cash payment to Sarborg is conditional on the Company successfully raising no less than $20 million through an at-the-market facility program.
- Registration Obligations: The Company agreed to file a resale registration statement for the securities within 60 days of the closing.
- Unregistered Sales: All securities issued in these transactions were sold in reliance on exemptions from registration under Section 4(a)(2) and/or Rule 506 of Regulation D.
Investor Verification Checklist
- Verify the Company's ability to raise the required $20 million via an at-the-market facility to trigger the $8 million deferred cash payment to Sarborg.
- Confirm the timeline and likelihood of obtaining stockholder approval for the issuance of Pre-Funded Warrant Shares exceeding the 19.99% threshold.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) and Pre-Funded Warrant (Exhibit 4.1) for specific adjustment mechanisms and covenants.
- Assess the dilution impact of the 109,978,918 pre-funded warrant shares and the additional shares issued for consulting retainers.
- Monitor the status of the resale registration statement filing, which is due within 60 days of the transaction closing.