CDT Equity raises $2.1M via secured note, warrants
CDT Equity Inc. arranged a secured $2.1 million convertible note and warrants financing, with future share issuances subject to Nasdaq stockholder-approval requirements.
Rhea-AI Filing Summary
CDT Equity Inc. (CDT) entered into new financing by issuing a senior secured convertible promissory note to J.J. Astor & Co. on September 14, 2026, with a principal amount of $2,126,250, maturing March 1, 2027 and payable in twenty-four weekly installments of $88,593.75.
The company received net proceeds of $1,501,850 and issued Common Stock Purchase Warrants to the lender for 3,468,500 shares at an exercise price of $0.25 per share, exercisable immediately for five years. The note is secured by a first-priority lien on collateral of CDT Equity Inc. and its subsidiary guarantor. Subject to limitations, the lender may convert outstanding amounts into common stock at the greater of 70% of the lowest 20-day volume-weighted average price or a $0.05 floor price, which is subject to semi-annual reset. Conversion and warrant share issuances are capped by a 4.99% (optionally 9.99%) beneficial ownership limit and require stockholder approval under Nasdaq rules, with a meeting to be held if requested, but no later than October 31, 2026.
Positive
- None.
Negative
- None.
Filing Explained
The September 14 financing is outstanding, and 80% of proceeds from ATM sales made on or after September 15 must be applied to this note after the August note, while CDT must continue paying its existing June note.
8-K Event Classification
4 items: 1.01, 2.03, 3.02, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Principal amount of senior secured convertible promissory note: $2,126,250
Net proceeds funded to CDT Equity Inc.: $1,501,850
Weekly installment payments: $88,593.75 per week
+5 more
8 metrics
Principal amount of senior secured convertible promissory note
$2,126,250
Issued to J.J. Astor & Co. on September 14, 2026
Net proceeds funded to CDT Equity Inc.
$1,501,850
From the September 14, 2026 note after closing fees
Weekly installment payments
$88,593.75 per week
24 installments through March 1, 2027
Warrant shares
3,468,500 shares
Common Stock Purchase Warrants issued to the lender
Warrant exercise price
$0.25 per share
Exercise price for Common Stock Purchase Warrants
Conversion Floor Price
$0.05 per share
Minimum conversion price, subject to semi-annual reset
ATM proceeds allocation after September 15, 2026
80% of net proceeds
To be applied to the August note, then this note, then the existing note
Beneficial ownership limitation
4.99% (up to 9.99%)
Maximum beneficial ownership from conversions and exercises
Key Terms
senior secured convertible promissory note, volume-weighted average price, Floor Price, at-the-market offering program, +2 more
6 terms
senior secured convertible promissory note financial
"issued a senior secured convertible promissory note (the “Note”)"
A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.
volume-weighted average price financial
"seventy percent (70%) of the lowest volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Floor Price financial
"or (ii) $0.05 (the “Floor Price”), subject to adjustment"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
at-the-market offering program financial
"net proceeds from the Company’s existing at-the-market offering program"
An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.
Beneficially owning financial
"result in the Lender beneficially owning in excess of 4.99% of the outstanding"
Beneficially owning a security means you have the economic rights and practical power over shares even if they’re held in another name—you can receive dividends, sell the shares, or direct how they’re voted. Think of it like renting a car: you may not hold the title, but you control and use it. For investors, beneficial ownership reveals who actually controls or benefits from a company’s stock and is used in regulatory disclosure and voting calculations.
Section 4(a)(2) regulatory
"in reliance on the exemption from the registration requirements ... Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing did CDT (CDT Equity Inc.) announce in this 8-K?
CDT Equity Inc. issued a senior secured convertible promissory note to J.J. Astor & Co. with a $2,126,250 principal amount, maturing on March 1, 2027, and payable in 24 weekly installments of $88,593.75.
How much cash did CDT Equity Inc. (CDT) receive from the new note?
The company received $1,575,000 before fees, with net proceeds of $1,501,850 funded to CDT Equity Inc. from the senior secured convertible note issued on September 14, 2026.
What are the key terms of the warrants issued by CDT (CDT Equity Inc.)?
CDT issued Common Stock Purchase Warrants to buy 3,468,500 shares of common stock at an exercise price of $0.25 per share. The warrants are exercisable immediately and will expire five years after their September 14, 2026 issue date.
How is the conversion price of CDT Equity Inc.’s new note determined?
The lender may convert amounts under the note at the greater of 70% of the lowest 20-day volume-weighted average price of CDT’s common stock or a $0.05 Floor Price, with the Floor Price subject to semi-annual reset based on trading prices.
What ownership limits apply to J.J. Astor & Co. under the CDT (CDT Equity Inc.) note?
The lender is prohibited from conversions that would result in beneficial ownership above 4.99% of CDT’s outstanding common stock, but may increase this limit to 9.99% in its sole discretion, as stated in the note terms.
How will CDT Equity Inc. use proceeds from its ATM program in relation to this note?
CDT must apply 80% of net proceeds from ATM sales on or after September 15, 2026 (and 90% from sales prior to that date) first to a prior August 31, 2026 note until paid, then to this new note, and then to an existing June 11, 2026 note.
AI-generated analysis. How Rhea-AI works. Not financial advice.
