CDT Equity Inc. (Nasdaq: CDT) lifts note to $2,536,650, adds warrants
Rhea-AI Filing Summary
CDT Equity Inc. modified its financing with J.J. Astor & Co. through second and third amendments to its senior secured convertible promissory note. The principal balance under the Amended Note increased from $1,971,000 to $2,536,650, and the interest rate is now 19%. Repayment is scheduled in twenty-three equal weekly installments of $104,187.65 beginning August 19, 2026, and the lender’s share of net proceeds from the Sales Agreement with A.G.P. was raised from 80% to 90% to pay these installments.
Subject to stockholder approval, the lender may convert outstanding amounts into common stock at the greater of 70% of the lowest volume-weighted average price over twenty consecutive trading days before conversion or the Nasdaq floor price. Under the Third Amendment, the lender advanced an additional $200,000, and the contractual “Floor Price” will reset every six months, starting December 11, 2026, at 20% of the lowest twenty-day volume-weighted average price. CDT Equity must file by August 31, 2026 a resale registration statement covering 200% of the shares underlying the increased principal and obtain stockholder approval by August 28, 2026 for issuances above 19.99% of current outstanding shares. The lender also received warrants for 37,500 shares of common stock at $7.20 per share.
Positive
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Negative
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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, and exhibit attachments filed with this report.
Key Figures
Original Note Principal: $1,971,000
Principal After Second Amendment: $2,266,650
Principal After Third Amendment: $2,536,650
+5 more
8 metrics
Original Note Principal
$1,971,000
Senior secured convertible promissory note principal disclosed June 11, 2026
Principal After Second Amendment
$2,266,650
Principal amount due under the Amended Note after the Second Amendment
Principal After Third Amendment
$2,536,650
Outstanding principal balance after $200,000 advance under the Third Amendment
Interest Rate
19%
Interest rate now carried by the Amended Note
Weekly Installment Amount
$104,187.65
Twenty-three equal weekly installments starting August 19, 2026
Additional Advance
$200,000
Advanced by the lender to the company under the Third Amendment
Warrant Shares
37,500 shares at $7.20
Warrants to purchase common stock issued to the lender
Share Issuance Cap Without Approval
19.99% of current outstanding shares
Aggregate Conversion Shares and Warrant Shares above this level need stockholder approval
Key Terms
senior secured convertible promissory note, volume-weighted average price, Floor Price, resale registration statement, +2 more
6 terms
senior secured convertible promissory note financial
"issued a senior secured convertible promissory note (the “Note”) to J.J. Astor"
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 of the lowest volume-weighted average price of the Company’s 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.
Floor Price financial
"the definition of “Floor Price” in the Amended Note and the Amended Loan Agreement"
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.
resale registration statement regulatory
"file a resale registration statement registering 200% of the number of shares"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.
Section 4(a)(2) regulatory
"in reliance on the exemption from the registration requirements provided by 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.
Nasdaq Rule 5635(d) regulatory
"or (ii) the Nasdaq floor price pursuant to Nasdaq Rule 5635(d)"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What financing changes did CDT (CDT) make with J.J. Astor & Co.?
CDT Equity amended its senior secured convertible note with J.J. Astor & Co., raising principal to $2,536,650 and interest to 19%. The parties also revised repayment, conversion pricing, resale registration timing and added new stock purchase warrants for the lender.
What are the new principal and interest terms on CDT’s Amended Note?
The Amended Note principal rose to $2,536,650 and now carries 19% interest. This reflects increases from the original $1,971,000 principal and prior terms, as part of the Second and Third Amendments to CDT Equity’s loan agreement with J.J. Astor & Co.
How and when will CDT Equity (CDT) repay the amended note?
CDT Equity must repay the Amended Note in twenty-three equal weekly installments of $104,187.65 starting August 19, 2026. To fund these payments, the lender’s share of net proceeds from the company’s Sales Agreement with A.G.P. was increased from 80% to 90%.
What are the revised conversion terms for CDT Equity’s Amended Note?
Subject to stockholder approval, the lender may convert any or all outstanding balance into common stock at the greater of 70% of the lowest twenty-day volume-weighted average price or the Nasdaq floor price. This replaces a prior 90% reference over ten consecutive trading days.
What warrants did CDT Equity Inc. (CDT) issue under the Third Amendment?
Under the Third Amendment, CDT Equity issued the lender warrants to purchase up to 37,500 shares of common stock at $7.20 per share. These warrants are in the same form as warrants previously issued to the lender on June 11, 2026.
What stockholder approvals and registrations are tied to CDT’s amendments?
CDT must file a resale registration statement by August 31, 2026, covering 200% of shares underlying the increased principal and have it effective by September 11, 2026. Stockholder approval by August 28, 2026 is required for issuances exceeding 19.99% of current outstanding common shares.