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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 11, 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.
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. CDT Equity Ltd., a United Kingdom company
(the “Subsidiary”), entered into a Guaranty Agreement in favor of the Lender (the “Guaranty Agreement”), and
the Company and its Subsidiary granted a first priority lien in all of their right, title, and interest in their Collateral (as defined
in the Security and Pledge Agreement entered into on June 11, 2026 by and between the Company, Subsidiary and Lender (the “Security
Agreement”).
The
Note is payable to the Lender over twenty-four equal weekly installments of $82,125 starting on June 18, 2026, which may be paid in cash
or, at the option of the Company once an applicable resale registration statement is declared effective by the Securities and Exchange
Commission (the “SEC”) covering the resale of any shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) that may be received on such conversion. Pursuant to the Agreement, to the extent utilized, eighty percent
of the Company’s net proceeds from its existing Sales Agreement, dated October 23, 2024 (the “Sales Agreement”), with
A.G.P./Alliance Global Partners (“A.G.P.”) shall be used to pay down the weekly installments under the Note. Thereafter,
fifty percent of the net proceeds of the Sales Agreement shall be used to fully satisfy the Company’s monetary obligations under
the Note. The Note does not bear interest unless an event of default shall occur and is continuing. Commencing six (6) months following
the closing date (i.e., starting December 11, 2026), and subject to the requisite shareholder approval, the Lender shall have the right,
at its sole option, to convert any or all of the outstanding balance of the Note at a conversion price equal to the greater of (i) ninety
percent of the lowest volume-weighted average price of the Company’s Common Stock over the ten consecutive trading days preceding
the conversion notice or (ii) the Nasdaq floor price pursuant to Nasdaq Rule 5635(d). Should an event of default occur under the Note,
the outstanding amount owed to the Lender pursuant to the Note shall be increased to one-hundred twenty percent of the outstanding amount
and the Note shall begin accruing interest at a default interest rate of 19% per annum, compounded daily . Moreover, the Lender is prohibited
from converting an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between
the number of shares of the Company’s common stock beneficially owned by Lender and 4.99% of the outstanding shares of the Company’s
Common Stock, which the Lender may increase to 9.99% at its sole discretion.
Under
the terms of a Registration Rights Agreement (the “RRA”), the Company is obligated to file a resale registration statement
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) registering any shares
of its common stock issuable under the Note (the “Conversion Shares”), shares of common stock underlying the Warrants (as
defined below), and 200% of the Maximum Conversion Shares (as defined in the Agreement) based on the then applicable conversion price,
should an event of default under the Note occur. The Company shall file the Registration Statement no later than July 26, 2026. Should
an event of default occur and remain uncured, 14 calendar days following the event of default, the Company shall be obligated to file
a resale registration statement with the SEC covering the Conversion Shares, Maximum Conversion Shares, and the Make Whole Shares (as
defined in the Agreement), based on the then applicable conversion price (the “Default Registration Statement”). The Company
shall be further obligated to have the Registration Statement or Default Registration Statement declared effective within 30 days of
the date the Registration Statement or Default Registration Statement are filed.
Additionally,
the Company has issued the Lender, Common Stock Purchase Warrants (the “Warrants”) to purchase 912,500 shares of the Company’s
Common Stock (the “Warrant Shares”) at an exercise price of $0.72 per share. The Warrants will become exercisable beginning
on the effective date of stockholder approval of the issuance of the Warrant Shares (such date, the “Stockholder Approval Date”),
and will expire five years after the Stockholder Approval Date.
The
issuance of any or all of the Conversion Shares and the Warrant Shares, in the aggregate in excess of 19.99% of the current number of
outstanding shares of Common Stock is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market
LLC, to the extent required by such rules and regulations (“Stockholder Approval”). The Company has agreed to convene a stockholders’
meeting and receive Stockholder Approval on or before the 30th day following the filing of the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2026.
This
summary is not a complete description of all of the terms of the Warrants, the Agreement, the Registration Rights Agreement, the Note,
the Security Agreement, and the Guaranty Agreement and are qualified in their entirety by reference to the full text of the Agreement,
the Note and the RRA, forms of which are filed as Exhibits 4.1, 10.1, 10.2, 10.3, 10.4, and 10.5 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
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 Note and Warrants, and expects to issue the Conversion Shares and the Warrant Shares, in reliance on the exemption
from the registration requirements of the Securities Act, provided by Section 4(a)(2) under the Securities Act as a transaction not involving
a public offering.
On
June 16, 2026, the Company issued a press release announcing the transaction represented by the Agreement and Note. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial
Statements and Exhibits. |
(d)Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Common Stock Purchase Warrant |
| 10.1 |
|
Loan Agreement, dated June 11, 2026, by and between the Company and the Lender |
| 10.2 |
|
Registration Rights Agreement, dated June 11, 2026, by and among the Registrant and the Purchaser |
| 10.3 |
|
Form of Senior Secured Convertible Promissory Note |
| 10.4 |
|
Pledge and Security Agreement, dated June 11, 2026, by and between the Company and the Lender |
| 10.5 |
|
Guaranty Agreement, dated June 11, 2026, by and between the Company, Subsidiary and the Lender |
| 99.1 |
|
Press Release, dated June 16, 2026 |
| 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. |
| |
|
|
| June
16, 2026 |
By: |
/s/
Andrew Regan |
| |
Name: |
Andrew
Regan |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
CDT
Equity Announces Debt Update and New Loan Facility
NAPLES,
Fla. and CAMBRIDGE, United Kingdom, June 16, 2026 (GLOBE NEWSWIRE) -- CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the
“Company”), today announced that it has re-structured its debt, agreeing to pay off all outstanding amounts due under
its Loan Notes with Alliance Global Partners (“A.G.P.”) and Ascent Partners, and entering into a new Loan Agreement with
JJ Astor for up to $1,460,000.
The
A.G.P. Convertible Loan Note originally entered into in December 2024, had a principal amount of $5,737,500, which was repaid in full
as of the beginning of June. In addition, the Company will repay $555,555.56 (exclusive of interest), pursuant to the Promissory Note
with Ascent Partners entered into on March 3, 2026.
Collectively,
these repayments will eliminate more than $6.3 million of legacy financing obligations and liabilities from the Company’s balance
sheet and significantly simplified its capital structure.
On
June 11, 2026 the Company entered into a Loan Agreement with JJ Astor & Co (the “Lender”) for up to $1,460,000 to support
working capital requirements as CDT continues to execute on its strategic objectives. The Lender has funded the first tranche of approximately
$268k, the balance of which is subject to certain conditions the Company expects to satisfy in June 2026. Following the repayment of
the A.G.P. and Ascent obligations, the JJ Astor facility represents the Company’s sole loan facility.
“The
repayment of these legacy obligations represents an important milestone for CDT,” said Dr. Andrew Regan, Chief Executive Officer
of CDT Equity. “We have materially strengthened our balance sheet, reduced outstanding debt by over $4M since the beginning of
2025, and positioned the Company to focus on executing its strategy and creating long-term shareholder value.”
The
Company believes that the elimination of these historical obligations provides greater financial flexibility as it advances its intellectual
property portfolio, strategic partnerships and broader corporate development initiatives.
About
CDT Equity Inc.
CDT
Equity Inc. (NASDAQ: CDT) is a data-driven biopharmaceutical development company focused on identifying, enhancing, and advancing
high-potential therapeutic assets through scientific innovation and strategic partnerships. Originally established as Conduit Pharmaceuticals,
the company has evolved into a broader, more agile platform that leverages artificial intelligence, solid-form chemistry, and efficient
asset repositioning to accelerate the development of novel treatments. Looking ahead, CDT are committed to creating shareholder value
through licensing, strategic M&A, and positioning the company as a platform for transformative innovation.
Cautionary
Statement Regarding Forward-Looking Statements
This
press release contains certain forward-looking statements within the meaning of the federal securities laws. All statements other than
statements of historical facts contained in this press release, including statements regarding CDT’s future results of operations
and financial position, CDT’s business strategy, prospective product candidates, product approvals, research and development cost
timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated
studies and business endeavors with third parties, and future results of current and anticipated product candidates, are forward-looking
statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. These forward-looking statements are subject to a number
of risks, uncertainties and assumptions, including, but not limited to; the effect that the reverse stock split may have on the price
of the Company’s common stock; the ability or inability to maintain the listing of CDT’s securities on Nasdaq; the ability
to recognize the anticipated benefits of the business combination completed in September 2023, which may be affected by, among other
things, competition; the ability of the combined company to grow and manage growth economically and hire and retain key employees; the
risks that CDT’s product candidates in development fail clinical trials or are not approved by the U.S. Food and Drug Administration
or other applicable authorities on a timely basis or at all; changes in applicable laws or regulations; the possibility that CDT may
be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties identified in other
filings made by CDT with the U.S. Securities and Exchange Commission. Moreover, CDT operates in a very competitive and rapidly changing
environment. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted
or quantified and some of which are beyond CDT’s control, you should not rely on these forward-looking statements as predictions
of future events.
Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
except as required by law, CDT assumes no obligation and does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. CDT gives no assurance that it will achieve its expectations.
Investors
CDT Equity Inc.
Info@cdtequity.com
