CDT (NASDAQ: CDT) expands at‑the‑market capacity to $76.1M under AGP pact

Rhea-AI Filing Summary

CDT amends its prospectus supplement to increase the amount of common stock that may be sold under its Sales Agreement with A.G.P./Alliance Global Partners to $76,077,218 as of April 2, 2026. This Amendment upgrades the previously stated offering capacity of $3,556,586 to the larger aggregate amount because the company’s public float exceeded $75.0 million as of March 24, 2026, allowing use of General Instruction I.B.1 of Form S-3. The prospectus notes the company is an emerging growth company and a smaller reporting company, and discloses a last reported sale price of $5.10 per share on April 1, 2026.

Insights

Capital Markets Attorney

Amendment expands ATM capacity after public float test cleared.

The Amendment converts the previously limited Sales Agreement capacity from $3,556,586 to $76,077,218 by relying on General Instruction I.B.1 of Form S-3 following a public float above $75.0 million as of March 24, 2026. The Sales Agreement with A.G.P./Alliance Global Partners remains the distribution mechanism.

The practical effect is administrative: this permits substantially larger at-the-market sales of common stock under the existing agreement. Cash-flow treatment is issuer proceeds under the Sales Agreement; the Amendment does not state a use of proceeds nor pricing specifics beyond the last reported sale price of $5.10 on April 1, 2026. Subsequent sales, timing, and amounts will depend on market conditions and decisions by the company and A.G.P.

Key Figures

Updated offering capacity: $76,077,218 Prior offering capacity: $3,556,586 Public float threshold: $75.0 million +1 more

4 metrics

Updated offering capacity $76,077,218 aggregate offering price available as of April 2, 2026

Prior offering capacity $3,556,586 previous aggregate amount under the Prospectus Supplement

Public float threshold $75.0 million public float exceeded as of March 24, 2026 enabling General Instruction I.B.1

Last reported sale price $5.10 per share on April 1, 2026

Key Terms

Sales Agreement, General Instruction I.B.1 of Form S-3, emerging growth company

3 terms

Sales Agreement financial

"Sales Agreement, dated October 23, 2024, with A.G.P."

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

General Instruction I.B.1 of Form S-3 regulatory

"may offer and sell securities pursuant to General Instruction I.B.1 of Form S-3"

emerging growth company regulatory

"We are an “emerging growth company” and a “smaller reporting company”"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Offering Details

ATM

Offering

Offering Type ATM

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Accepted by SEC EDGAR 04/02/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What change did CDT (CDT) file in this Amendment No. 6?

This Amendment increases the aggregate amount available under the Sales Agreement to $76,077,218. It replaces the prior capacity of $3,556,586 after the company’s public float exceeded $75.0 million as of March 24, 2026.

How will CDT sell shares under the updated prospectus supplement?

CDT may sell common stock pursuant to the Sales Agreement with A.G.P./Alliance Global Partners. The Amendment states sales occur under that agreement; detailed sale timing and amounts depend on market conditions and dealer executions.

Who receives proceeds from sales under the Sales Agreement?

Proceeds from sales under the Sales Agreement are received by the issuer. The Amendment says the offering amount was increased under the Prospectus Supplement and Sales Agreement, indicating issuer proceeds treatment.

What recent market data does the Amendment disclose for CDT stock?

The Amendment discloses the last reported sale price was $5.10 per share on April 1, 2026. It also notes the company’s public float exceeded $75.0 million as of March 24, 2026, enabling expanded Form S-3 capacity.

Filed pursuant to Rule 424(b)(5)

Registration File No. 333-282802

AMENDMENT NO. 6 DATED April 2, 2026

to Prospectus Supplement dated November 1, 2024

(to Prospectus dated November 1, 2024)

Up to $76,077,218 of Shares of Common Stock

This Amendment No. 6 (this “Amendment”) to the Prior Prospectus (as defined below) amends and supplements the information in the prospectus, dated November 1, 2024 (the “Prospectus”), filed with the Securities and Exchange Commission (the “SEC”) as part of our registration statement on Form S-3 (File No. 333-282802) (the “Registration Statement”), as previously supplemented by our prospectus supplement, dated November 1, 2024, as amended by Amendment No. 1, dated January 15, 2025, Amendment No. 2 dated February 6, 2025, Amendment No. 3 dated February 10, 2025, Amendment No. 4 dated February 19, 2025, and Amendment No. 5 dated March 10, 2025 (collectively, the “Prospectus Supplements,” and together with the Prospectus, the “Prior Prospectus”), relating to the offer and sale of shares of our common stock having an aggregate offering price of up to $3,556,586 pursuant to the terms of that certain Sales Agreement, dated October 23, 2024 (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“A.G.P.”). This Amendment should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

We were previously subject to limitations of General Instruction I.B.6 of Form S-3, as described in the Prior Prospectus, however, as of March 24, 2026, our public float exceeded $75.0 million. Accordingly, we are no longer subject to such limitations and may offer and sell securities pursuant to General Instruction I.B.1 of Form S-3. As a result, pursuant to the Sales Agreement, this Amendment increases the aggregate amount of shares of common stock that may be offered and sold under the Prospectus Supplement from $3,556,586 to up to $76,077,218 as of the date of this Amendment.

We are an “emerging growth company” and a “smaller reporting company,” as defined under U.S. federal securities laws, and are subject to reduced public company reporting requirements. Our shares of common stock are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CDT”. The last reported sale price of our shares of common stock on April 1, 2026 was $5.10 per share.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE S-4 OF THE PROSPECTUS SUPPLEMENT DATED NOVEMBER 1, 2024 AND THE RISK FACTORS INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND THE PRIOR PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Amendment or the Prior Prospectus. Any representation to the contrary is a criminal offense.

A.G.P.

The date of this Amendment is April 2, 2026