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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): June 30, 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.
As
previously disclosed on June 11, 2026, CDT Equity Inc. (the “Company”), issued a senior secured convertible promissory note
(the “Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $1,971,000 (the “Principal
Amount”), in connection with a Loan Agreement entered into by and between the Company and the Lender (the “Agreement”).
The Company will receive $1,460,000, before deduction of closing fees (the “Loan”), funded in two tranches. On June 30, 2026,
the Company entered into an Amended and Restated Loan Agreement (the “Amended Loan Agreement”) and an Amended and Restated
Senior Secured Convertible Note (the “Amended Note”) to close the second tranche of the Loan. As a result of the Amended
Loan Agreement and the Amended Note, the twenty-four equal weekly installment payments of $82,125 shall commence on July 10, 2026, which
were previously mutually agreed upon to start on June 18, 2026.
This
summary is not a complete description of all of the terms of the Amended Note and the Amended Loan Agreement and are qualified in their
entirety by reference to the full text of the Amended Note and the Amended Loan Agreement which are filed as Exhibits 10.1 and 10.2 respectively
hereto, which are incorporated by reference into this Item 1.01.
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
9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Amended and Restated Senior Secured Convertible Promissory Note |
| 10.2 |
|
Amended and Restated Loan Agreement, dated June 30, 2026, by and between the Company and the Lender |
| 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. |
| |
|
|
| July
7, 2026 |
By: |
/s/
Andrew Regan |
| |
Name: |
Andrew
Regan |
| |
Title: |
Chief
Executive Officer |