CDT Equity Inc. Form 8-K Summary
Business Context and Reporting Period
CDT Equity Inc. (CDT), a Delaware corporation trading on The Nasdaq Stock Market, filed this Current Report on September 14, 2026. The filing discloses the entry into a material definitive agreement involving new debt financing and the issuance of unregistered equity securities.
Key Financial Metrics and Transaction Details
- New Debt Instrument: Issued a Senior Secured Convertible Promissory Note with a principal amount of $2,126,250.
- Net Proceeds: The Company received $1,501,850 in net proceeds after deducting closing fees from a gross amount of $1,575,000.
- Repayment Terms: The Note matures on March 1, 2027, payable in 24 weekly installments of $88,593.75.
- Equity Kickers: Issued warrants to purchase 3,468,500 shares of Common Stock at an exercise price of $0.25 per share, exercisable immediately and expiring in five years.
- Security: The Note is secured by a first priority lien on all rights, title, and interest in the Company's and Subsidiary Guarantor's collateral.
Material Changes and Covenant Obligations
The filing details a specific cash flow restriction regarding the Company's at-the-market (ATM) offering program with A.G.P./Alliance Global Partners. Effective September 15, 2026, 80% of net proceeds from ATM sales must be applied first to the outstanding balance of the August 31, 2026 Note (which was paid in full as of September 4, 2026), and second to the new September 14, 2026 Note. Only after these obligations are satisfied can proceeds be applied to the Existing Note dated June 11, 2026.
Guidance, Risks, and Unusual Items
- Conversion Terms: The Note is convertible into Common Stock at a price equal to the greater of 70% of the 20-day lowest VWAP or a floor price of $0.05 (subject to semi-annual adjustment).
- Ownership Limitations: The Lender is restricted from converting amounts that would result in beneficial ownership exceeding 4.99% of outstanding shares, though this may be increased to 9.99% at the Lender's discretion.
- Regulatory Risk: The issuance of Conversion Shares and Warrant Shares is subject to stockholder approval under Nasdaq rules. The Company must convene a stockholder meeting if requested by the Lender, but no later than October 31, 2026.
- Unregistered Sales: The securities were issued in reliance on the Section 4(a)(2) exemption from registration under the Securities Act of 1933.
Investor Verification Checklist
- Verify the status of the August 31, 2026 Note to confirm it is fully paid as stated.
- Monitor the Company's ATM offering activity to assess the impact of the 80% cash flow sweep on available liquidity.
- Confirm the timeline for the stockholder meeting required for Nasdaq approval of share issuance (deadline: October 31, 2026).
- Review the full text of the Senior Secured Convertible Note (Exhibit 10.1) and Warrant (Exhibit 4.1) for detailed default provisions and adjustment mechanisms.