CDT Equity amends $8M, 20% Sarborg stake deal

Q: What did CDT (CDT) agree with Sarborg Limited in the amended securities purchase agreement?

CDT maintained the $8,000,000 consideration for a 20% Sarborg equity interest but allowed $1,750,000 (or a mutually agreed amount) to be paid in CDT common stock, applied Sarborg audit costs as credits, and scheduled remaining cash via its at-the-market program.

Q: How many CDT shares were issued to Sarborg under the amended agreement?

On August 31, 2026, CDT issued 650,000 shares of common stock to Sarborg, priced using the August 28, 2026 share price, to partially satisfy the stock component of the $1,750,000 consideration payable in shares.

Q: What are the key terms of CDT’s senior secured convertible note to J.J. Astor & Co.?

CDT issued a senior secured convertible note with $541,620 principal, received $401,200 before fees and $375,002 net, and allowed conversion at the greater of 70% of the lowest 20-day VWAP or a $0.338 Floor Price, subject to a 4.99%–9.99% ownership cap.

Q: Is the J.J. Astor & Co. convertible note still outstanding for CDT (CDT)?

No. CDT states that the note was repaid in full on September 4, 2026. As a result, no Conversion Shares were issued and no Conversion Shares will be issued under this note.

Q: What warrants did CDT issue with the Astor note and on what terms?

CDT issued Common Stock Purchase Warrants for 237,000 shares at an exercise price of $1.69 per share. The warrants are exercisable immediately, expire five years after issuance, and any Warrant Shares above 19.99% of current outstanding shares require Nasdaq stockholder approval.

Q: How will CDT fund the remaining Sarborg cash consideration?

CDT plans to use its existing at-the-market offering program, making minimum payments of $150,000 per month, with any remaining outstanding balance due no later than May 31, 2027. Sarborg audit costs will be credited against the cash owed.

CDT Equity restructures Sarborg deal to use stock and ATM cash and adds, then quickly repays, a secured convertible note while issuing new long-dated warrants.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CDT Equity Inc. amended its February 19, 2026 agreement to acquire a 20% equity interest in Sarborg Limited for $8,000,000, allowing $1,750,000 (or a mutually agreed amount) of that consideration to be paid in CDT common stock, subject to a 4.99% beneficial ownership limitation. CDT will apply Sarborg audit costs as credits against cash owed and pay the remaining cash consideration from its at-the-market program with minimum payments of $150,000 per month, with any balance due by May 31, 2027. On August 31, 2026, CDT issued 650,000 shares to Sarborg based on the August 28, 2026 share price as partial satisfaction of the stock component.

CDT also issued a senior secured convertible promissory note to J.J. Astor & Co. for a principal amount of $541,620, receiving $401,200 before fees and $375,002 in net proceeds, and repaid the note in full on September 4, 2026. In connection with this note, CDT issued warrants to purchase 237,000 CDT shares at an exercise price of $1.69 per share, exercisable immediately for five years; any warrant share issuance above 19.99% of current outstanding shares is subject to Nasdaq stockholder-approval requirements.

Positive

20% Sarborg stake funded partly with stock and ATM cash, giving CDT exposure to Sarborg while spreading the $8,000,000 purchase price over time.
Secured convertible note of $541,620 was repaid in full within days, eliminating the associated secured debt and potential share conversion overhang.
No Conversion Shares were issued under the Astor note, avoiding additional dilution that could have resulted from discounted-price share issuances.

Negative

Issuance of 650,000 shares to Sarborg and potential issuance of 237,000 Warrant Shares create equity dilution for existing CDT stockholders.
Remaining Sarborg cash consideration relies on ATM program proceeds with required minimum payments of $150,000 per month, increasing dependence on equity sales into the market.
New warrants for 237,000 shares at $1.69, with potential issuance above 19.99% of outstanding shares subject to stockholder approval, add a long-term overhang.

Filing Explained

Ninety percent of ATM net proceeds serviced the repaid note, while 237,000 issued warrants leave conditional dilution outstanding for existing holders.

Before the note was repaid in full on 2026-09-04, the company directed 90% of net proceeds from its existing at-the-market program to repay that note; only afterward could those proceeds be applied to the existing note.

The note was secured by a first-priority lien on the collateral of the company and its subsidiary, making the financing a secured obligation while it was outstanding.

The lender's conversion price was the greater of 70% of the lowest 20-day volume-weighted average price or the $0.338 floor price, but the filing states that no conversion shares were issued or will be issued.

The company issued 237,000 immediately exercisable warrants expiring five years after issuance; exercise could increase the share count and dilute existing holders.

If the lender requests stockholder approval for warrant share issuance above 19.99% of current outstanding shares, the company agreed to convene a meeting no later than 2026-10-31.

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

Sarborg equity interest: 20% stake Total Sarborg consideration: $8,000,000 Stock portion of Sarborg consideration: $1,750,000 +5 more

8 metrics

Sarborg equity interest 20% stake Equity interest acquired by CDT in Sarborg Limited for $8,000,000

Total Sarborg consideration $8,000,000 Aggregate consideration for CDT’s 20% equity interest in Sarborg

Stock portion of Sarborg consideration $1,750,000 Amount of $8,000,000 consideration that may be satisfied in CDT common stock

Shares issued to Sarborg 650,000 shares CDT common shares issued on August 31, 2026 to partially satisfy stock component

Monthly minimum ATM payments $150,000 per month Minimum payments toward remaining Sarborg cash consideration via ATM program

Convertible note principal $541,620 Principal amount of senior secured convertible note issued to J.J. Astor & Co.

Net proceeds from note $375,002 Net cash funded to CDT from the Astor note after closing fees

Warrants issued 237,000 shares at $1.69 Common Stock Purchase Warrants exercisable immediately, expiring five years after issue date

Key Terms

at-the-market offering program, senior secured convertible promissory note, beneficial ownership limitation, Floor Price, +2 more

6 terms

at-the-market offering program financial

"remaining cash consideration shall be paid from proceeds of the Company’s at-the-market 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.

senior secured convertible promissory note financial

"the Company 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.

beneficial ownership limitation financial

"issuance of shares ... subject to a 4.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Floor Price financial

"conversion price equal to ... or (ii) $0.338 (the “Floor Price”)"

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.

volume-weighted average price financial

"seventy percent (70%) of the lowest volume-weighted average price of the Common Stock"

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.

first priority lien financial

"The Note was secured by a first priority lien on all right, title, and interest"

A first priority lien is a legal claim that gives one lender or creditor the top spot to be paid from specific assets if a borrower defaults or goes bankrupt. Think of it like holding the first place ticket in a line for a limited payout — that creditor gets paid before any others from the proceeds of the pledged assets. For investors, knowing who holds a first priority lien helps gauge how much money could realistically be recovered and how risky a company's debt or secured investment is.

FAQ

What did CDT (CDT) agree with Sarborg Limited in the amended securities purchase agreement?

CDT maintained the $8,000,000 consideration for a 20% Sarborg equity interest but allowed $1,750,000 (or a mutually agreed amount) to be paid in CDT common stock, applied Sarborg audit costs as credits, and scheduled remaining cash via its at-the-market program.

How many CDT shares were issued to Sarborg under the amended agreement?

On August 31, 2026, CDT issued 650,000 shares of common stock to Sarborg, priced using the August 28, 2026 share price, to partially satisfy the stock component of the $1,750,000 consideration payable in shares.

What are the key terms of CDT’s senior secured convertible note to J.J. Astor & Co.?

CDT issued a senior secured convertible note with $541,620 principal, received $401,200 before fees and $375,002 net, and allowed conversion at the greater of 70% of the lowest 20-day VWAP or a $0.338 Floor Price, subject to a 4.99%–9.99% ownership cap.

Is the J.J. Astor & Co. convertible note still outstanding for CDT (CDT)?

No. CDT states that the note was repaid in full on September 4, 2026. As a result, no Conversion Shares were issued and no Conversion Shares will be issued under this note.

What warrants did CDT issue with the Astor note and on what terms?

CDT issued Common Stock Purchase Warrants for 237,000 shares at an exercise price of $1.69 per share. The warrants are exercisable immediately, expire five years after issuance, and any Warrant Shares above 19.99% of current outstanding shares require Nasdaq stockholder approval.

How will CDT fund the remaining Sarborg cash consideration?

CDT plans to use its existing at-the-market offering program, making minimum payments of $150,000 per month, with any remaining outstanding balance due no later than May 31, 2027. Sarborg audit costs will be credited against the cash owed.

Under what exemption were CDT’s Sarborg Shares, note, and warrants issued?

CDT states that the Sarborg Shares, the note, the warrants, and expected Warrant Shares were issued or will be issued in reliance on Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.

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Available on EDGAR 09/04/2026 - 04:07 PM Accepted by SEC EDGAR 09/04/2026 - 04:05 PM

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): August 31, 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.

Amended Securities Purchase Agreement with Sarborg Limited

On August 31, 2026, CDT Equity Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Securities Purchase Agreement, dated February 19, 2026 (as amended, the “Agreement”), with Sarborg Limited, a Cayman Islands exempted company (“Sarborg”). Under the Agreement, the Company agreed to pay Sarborg $8,000,000 in consideration for a 20% equity interest in Sarborg. Pursuant to the Amendment: (i) $1,750,000 (or such other amount as may be mutually agreed) of the $8,000,000 cash consideration shall be satisfied through the issuance of shares of the Company’s Common Stock to Sarborg, subject to a 4.99% beneficial ownership limitation; (ii) the Company agreed to pay certain audit costs incurred in connection with Sarborg’s fiscal year 2024, fiscal year 2025, and pro-forma 2026 review, which amount shall be credited against the cash consideration owed to Sarborg; and (iii) the remaining cash consideration shall be paid from proceeds of the Company’s at-the-market program, with the Company agreeing to make minimum payments of $150,000 per month and with any remaining outstanding balance due no later than May 31, 2027. On August 31, 2026, the Company issued 650,000 shares of Common Stock (the “Sarborg Shares”) to Sarborg based on the price per share on August 28, 2026, to partially satisfy the $1,750,000 payable in shares of the Company’s Common Stock.

The foregoing description of the Agreement and Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and Amendment, copies of which are filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2026, and Exhibit 10.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Senior Secured Convertible Promissory Note to J.J. Astor & Co.

On August 31, 2026, the Company issued a senior secured convertible promissory note (the “Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $541,620 (the “Principal Amount”). The Note was issued pursuant to the Loan Agreement, dated as of June 11, 2026, as amended and restated to date (the “Loan Agreement”), between the Company, CDT Equity Ltd. (the “Subsidiary Guarantor”) and the Lender. The Company received $401,200 before deducting closing fees, with net proceeds of $375,002 funded to the Company. On September 4, 2026, the Note was repaid in full and is no longer outstanding. In connection with the issuance of the Note, the Company also issued to the Lender Common Stock Purchase Warrants (the “Warrants”) to purchase 237,000 shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of $1.69 per share. The Warrants are exercisable immediately upon issuance and will expire five years after the issue date.

The Note was secured by a first priority lien on all right, title, and interest in the Collateral (as defined in the Security and Pledge Agreement entered into on June 11, 2026, as amended) of the Company and the Subsidiary Guarantor. Ninety percent (90%) of the net proceeds from the Company’s existing at-the-market offering program with A.G.P./Alliance Global Partners were applied to pay down the Note until the Note had been paid in full, and only thereafter to the Company’s Amended and Restated Senior Secured Convertible Note, dated June 11, 2026 (as amended, the “Existing Note”). The Company was also obligated to continue making all installment payments required under the Existing Note.

Subject to applicable limitations, the Lender had the right to convert all or any portion of the outstanding amount of the Note into shares of Common Stock (the “Conversion Shares”) at a conversion price equal to the greater of (i) seventy percent (70%) of the lowest volume-weighted average price of the Common Stock over the twenty (20) consecutive trading days preceding the applicable conversion date, or (ii) $0.338 (the “Floor Price”), subject to adjustment. The Lender was prohibited from converting an amount that would result in the Lender beneficially owning in excess of 4.99% of the outstanding shares of Common Stock (which the Lender could increase to 9.99% in its sole discretion). No Conversion Shares were issued, and because the Note was repaid in full on September 4, 2026, no Conversion Shares will be issued.

The issuance of Warrant Shares in excess of 19.99% of the current number of outstanding shares of Common Stock is subject to stockholder approval under the applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations. The Company agreed to convene a stockholder meeting to obtain such approval if requested by the Lender, but no later than October 31, 2026.

The foregoing description of the Note and Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Note and Warrants, copies of which are filed as Exhibit 10.2 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02.

The Company issued the Sarborg Shares, Note, and Warrants, and expects to issue the Warrant Shares upon exercise of the Warrants, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereunder as a transaction not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Common Stock Purchase Warrant
10.1		Amendment No. 1, dated August 31, 2026, to the Securities Purchase Agreement, dated February 19, 2026, between CDT Equity Inc. and Sarborg Limited
10.2		Senior Secured Convertible Note, dated August 31, 2026, between CDT Equity Inc. and J.J. Astor & Co.
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.

September 4, 2026	By:	/s/ James Bligh
	Name:	James Bligh
	Title:	Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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