CDT Equity (NASDAQ: CDT) arranges $25M equity line with investor

Rhea-AI Filing Summary

CDT Equity Inc. entered into a directed equity purchase agreement with an institutional investor, creating an equity line of credit facility of up to $25 million in common stock. The company can, at its option, direct the investor to buy shares over a period of up to 36 months, with each purchase priced at a discount to market based on recent volume-weighted average prices and subject to a $750,000 per-closing cap and trading-volume limits.

The investor is not required to buy shares that would push its beneficial ownership above 9.99% of CDT’s voting power, and generally will not buy if the stock trades below a floor price of $1.35, which resets every six months based on Nasdaq closing prices. As consideration, CDT agreed to issue 204,031 commitment shares of common stock. CDT plans to use any proceeds from share sales under this facility for working capital and general corporate purposes and has agreed to register the resale of both the purchased shares and the commitment shares.

Insights

Capital structure and financing analyst

CDT adds up to $25M flexible equity funding with preset pricing terms.

CDT Equity Inc. established an equity line of credit allowing sales of up to $25 million in common stock over a period tied to a 36‑month window. Each draw is priced at 97% of the lowest 10‑day VWAP, or at deeper discounts of 95% or 94% if the VWAP falls below $2.00 or $1.00, respectively, giving the company flexibility to raise cash in smaller tranches. A per‑closing cap of $750,000 and a 9.99% ownership limit for the investor constrain individual transactions.

As consideration for the investor’s commitment, CDT will issue 204,031 commitment shares, which represents immediate equity issuance separate from any future draws. The company also agreed not to enter into other at‑the‑market or equity line structures during this agreement, concentrating its public‑equity funding into this facility. The related registration rights require filing a resale registration statement within 15 days of the effective date and seeking effectiveness within 45 days, so subsequent disclosures around actual draw activity and share issuance will appear as the program is used.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2026

CDT Equity Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41245		87-3272543
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

4851 Tamiami Trail North, Suite 200, Naples, FL		34103
(Address of principal executive offices)		(Zip Code)

(646) 491-9132

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		CDT		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock		CDTTW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Equity Purchase Agreement

On January 16, 2026, CDT Equity Inc. (the “Company”), entered into a directed stock purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) relating to an equity line of credit facility (the “ELOC”). Pursuant to the Purchase Agreement, the Company will have the right from time to time at its option to sell to the Purchaser up to $25 million of the Company’s common stock, par value $0.0001 per share (“Common Stock”), subject to certain customary conditions and limitations set forth in the Purchase Agreement, including that (i) the Purchaser shall not be obligated to purchase or acquire any shares of Common Stock that would result in its beneficial ownership exceeding 9.99% of the Company’s then-outstanding voting power and (ii) the Purchaser shall not be obligated to purchase shares of Common Stock if the volume weighted average price for the Common Stock on an Advance Notice Date (as defined in the Purchase Agreement) is less than $1.35 (the “Floor Price”). On each six-month anniversary of the Purchase Agreement, the Floor Price will adjust to the lower of the Nasdaq Official Closing Price for the day prior to the relevant adjustment date, and the average of the Nasdaq Official Closing Price for the five-day period prior to the relevant adjustment date.

Pursuant to the Purchase Agreement, the Company will have the right, but not the obligation, to direct the Purchaser to purchase shares of Common Stock at its sole discretion from time to time until the earlier of (i) the first day of the month following the 36-month period after the effective date of the Purchase Agreement; and (ii) such time as $25 million of Common Stock has been sold to the Purchaser pursuant to the Purchase Agreement. To initiate a purchase, the Company must deliver written notice to the Purchaser before trading begins on any trading day. The purchase price of the shares (the “Share Price”) will be determined based on the timing and conditions of an advance notice (each, an “Advance Notice”). The purchase price pursuant to an Advance Notice shall be 97% of the lowest dollar volume-weighted average price (“VWAP”) of the Company’s Common Stock in the ten trading days immediately prior to closing date of a particular transaction associated with an advance notice, provided that if such average VWAP is below $2.00, the purchase price shall be 95% of the VWAP and if such average VWAP is below $1.00, the purchase price shall be 94% of the VWAP. Notwithstanding such, without the consent of the Purchaser, no closing shall exceed $750,000 or 100% of the product of the daily trading volume of any trading day and the VWAP of that trading day.

Sales of Common Stock to the Purchaser under the Purchase Agreement, and the timing of any sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of shares of Common Stock and determinations by the Company regarding the use of proceeds of such sales. The net proceeds from any sales under the Purchase Agreement will depend on the frequency with, and prices at which, the shares of Common Stock are sold to the Purchaser. The Company expects to use the proceeds from any sales under the Purchase Agreement for working capital and general corporate purposes.

Under the terms of the Purchase Agreement, the Company has agreed not to engage in any other “at the market offering” or “equity line of credit” transaction during the term of the Purchase Agreement.

As consideration for the Purchaser’s irrevocable commitment to purchase the shares of Common Stock upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company agreed to issue 204,031 shares of Common Stock to the Purchaser (the “Commitment Shares”). The Commitment Shares shall be payable on the earlier of (i) April 16, 2026 and (ii) the date the Resale Registration Statement (as defined below) is effective.

The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreements and are subject to certain important limitations. The foregoing description of the Purchase Agreement is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.

Registration Rights Agreement

In connection with the Company’s entry into the Purchase Agreement, the Company also entered into a registration rights agreement with the Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agreed to register the resale (the “Resale Registration Statement”), pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), of the shares of Common Stock that may be sold to the Purchaser under the ELOC and the Commitment Shares. The Company has an obligation to file the Resale Registration Statement with the Securities and Exchange Commission by the 15^th calendar day following the Effective Date, and cause the Resale Registration Statement be declared effective by the Securities and Exchange Commission within 45 days of the initial filing date of the Resale Registration Statement.

The foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The issuance of the Commitment Shares and the shares of Common Stock the Company may sell under the Purchase Agreement will initially be made pursuant to Section 4(a)(2) under the Securities Act in reliance on representations made by the Purchaser to the Company in the Purchase Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Equity Purchase Agreement, dated January 16, 2026, by and among the Registrant and the Purchaser
10.2*		Registration Rights Agreement, dated January 16, 2026, by and among the Registrant and the Purchaser
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CDT EQUITY INC.
January 22, 2026	By:	/s/ Andrew Regan
	Name:	Andrew Regan
	Title:	Chief Executive Officer

FAQ

What financing did CDT (CDT) secure in this 8-K?

CDT Equity Inc. entered into a directed stock purchase agreement that provides an equity line of credit facility allowing it to sell up to $25 million of common stock to an institutional investor at its option.

How is the share purchase price determined under CDT's equity line?

For each advance, the purchase price is set at 97% of the lowest 10-day VWAP before closing, or 95% if that VWAP is below $2.00, and 94% if below $1.00.

What limits apply to the institutional investor’s ownership and purchases of CDT stock?

The investor is not obligated to buy shares that would raise its beneficial ownership above 9.99% of CDT’s then-outstanding voting power, and it is not required to buy if the VWAP on an advance notice date is below a floor price of $1.35, which adjusts every six months.

What are CDT’s obligations regarding registration of the shares sold under the equity line?

Under a registration rights agreement, CDT agreed to file a resale registration statement for shares sold under the equity line and the commitment shares within 15 days of the effective date and to seek effectiveness within 45 days of the initial filing.

What consideration does CDT provide for the investor’s equity line commitment?

As consideration for the investor’s irrevocable commitment, CDT agreed to issue 204,031 shares of common stock as commitment shares, payable on the earlier of April 16, 2026 or the date the resale registration statement becomes effective.

How does CDT plan to use proceeds from the equity line facility?

CDT expects to use net proceeds from any sales of common stock under the equity line for working capital and general corporate purposes, with the timing and amount of share sales determined at the company’s discretion.

Are there restrictions on CDT entering other equity facilities during this agreement?

Yes. Under the purchase agreement, CDT agreed not to engage in any other "at the market offering" or "equity line of credit" transaction during the term of this equity line.