CDT Equity Inc. (CDTTW) SEC Filings, Jul-Aug 2026

CDT Equity Inc. (CDT) filed an amended report to add full audited financials for Sarborg Limited and unaudited pro forma results for CDT’s recently announced 20% investment in Sarborg. CDT is acquiring 1,020 Sarborg shares for CDT common stock and pre-funded warrants plus a deferred $8 million cash component, payable once CDT raises at least $20 million via an at-the-market program.

Sarborg is a Cayman Islands “agentic intelligence” company focused on autonomous AI platforms for drug repurposing and other applications. In 2025 Sarborg generated $4.6 million of revenue, entirely from related-party contracts with CDT, and recorded a net loss of $0.5 million, leaving a negative equity position of $(0.8) million. Its auditor issued an unqualified opinion.

On a pro forma basis as of December 31 2025, CDT would recognize an $122.9 million equity method investment in Sarborg, increase additional paid-in capital by $115.0 million, and record the $8.0 million contingent cash obligation. CDT would also record a $0.1 million loss from its 20% share of Sarborg’s 2025 net loss.

CDT Equity Inc. reported a net loss of $8.7 million for the six months ended June 30, 2026, compared with a $10.8 million loss a year earlier, as operating expenses declined, particularly research and development. Cash and cash equivalents were $0.7 million, and operating cash outflow improved to $2.4 million from $6.5 million.

Total assets rose sharply to $126.7 million, driven by a new $122.8 million equity method investment in related-party Sarborg Limited, while current liabilities increased to $23.4 million, including an accrued litigation liability of $9.6 million and an $8.0 million investment payable tied to the Sarborg deal. Stockholders’ equity swung from a $7.2 million deficit at year-end 2025 to $103.1 million of equity, largely due to this investment and substantial warrant issuance and exercises.

The company discloses substantial doubt about its ability to continue as a going concern, citing recurring losses, low cash, and expected future negative cash flows. Management plans to rely on its at-the-market offering program, with approximately $73.6 million of capacity referenced, and a senior secured $2.0 million J.J. Astor convertible note (later amended) plus an equity line of credit, but notes there is no assurance that sufficient funding will be available.

CDT Equity Inc. is asking stockholders at its virtual August 28, 2026 annual meeting to elect five directors, ratify Carr, Riggs & Ingram as auditor for 2026, and approve several capital-structure and share-issuance actions.

The board seeks authority to implement one or more reverse stock splits of the common stock, with individual ratios between 1‑for‑2 and 1‑for‑100 and an aggregate limit of 1‑for‑500, at its discretion. Stockholders are also asked to approve share issuances under a senior secured convertible note and warrant issued to J.J. Astor & Co., and to approve the issuance of up to 12,131,770 shares of common stock upon exercise of pre‑funded warrants, all under Nasdaq Listing Rule 5635.

There were 786,716 shares of common stock outstanding and entitled to vote as of August 3, 2026. The proxy details significant related‑party arrangements, including transactions with Corvus Capital (associated with CEO Andrew Regan), extensive services and equity-linked deals with Sarborg Limited, and prior secured notes with Nirland that have been repaid. It also outlines executive and director compensation, committee structures, independence determinations, and prior reverse stock splits already reflected in share figures.

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.

CDT Equity Inc. prepared Amendment No. 1 to its July 30, 2026 current report to address its Sarborg Limited investments. The amendment adds disclosure under the “Completion of Acquisition or Disposition of Assets” item, while incorporating detailed terms from Items 1.01 and 3.02 of the earlier report by reference and leaving all other prior disclosures unchanged.

The company explains that historical financial statements of the businesses or funds acquired and related pro forma financial information required for the Sarborg Limited investments will be provided in a further amendment. This additional amendment is expected to be filed as soon as practicable, and in any event within 71 calendar days after the Original Report’s required filing date.

CDT Equity Inc. agreed to acquire 270 shares of Sarborg Limited from certain Sarborg investors, representing approximately 4.76% of Sarborg’s outstanding common stock. As consideration, CDT Equity will issue pre-funded warrants to purchase up to 12,131,770 shares of its common stock at an exercise price of $0.0001 per share, exercisable only after required stockholder approval under Nasdaq’s 19.99% issuance rules.

CDT Equity will use commercially reasonable efforts to file a resale registration statement for the warrant shares within 60 days of closing. An affiliate of Chief Executive Officer Andrew Regan, Corvus Capital Limited, will receive pre-funded warrants for 5,436,830 shares on the same terms as other investors. Separately, CDT Equity issued an aggregate 123,537 common shares to four service providers as consideration for services, relying on exemptions under Section 4(a)(2) and/or Rule 506 of Regulation D.

On July 24, 2026, CDT Equity Inc. issued 32,110 shares of common stock, par value $0.0001 per share, to a service provider as consideration for consulting services. The stock was valued at $3.27 per share for this transaction.

The issuance was an unregistered sale of equity securities, made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.

CDT Equity Inc. approved and is implementing a 1-for-10 reverse stock split of its common stock to ensure continued compliance with the Nasdaq bid-price rule. The split becomes effective on July 17, 2026 at 5:00 p.m. Eastern Time, and the shares will begin trading on a split-adjusted basis on The Nasdaq Capital Market on July 20, 2026 under the existing symbol CDT, with a new CUSIP number 20678X601.

Each block of ten issued and outstanding shares will be combined into one share, with the par value remaining $0.0001 per share and other terms unchanged. No fractional shares will be issued; stockholders will receive cash in lieu based on the July 17, 2026 closing price. Following the reverse split, outstanding common shares are expected to be reduced to approximately 631,077, and proportional adjustments will apply to equity awards, convertible securities, warrants, and equity incentive plan reserves.

CDT Equity Inc., a data-driven pharmaceutical development company, reported a first‑quarter 2026 net loss of approximately $4.1 million, slightly improved from 2025, on operating expenses of $3.7 million. Research and development was $0.8 million and general and administrative expenses were $2.9 million for the three months ended March 31, 2026.

The balance sheet changed markedly after a 20% equity investment in Sarborg, recorded at $123.0 million and carried at $122.9 million as of March 31, 2026. This drove total assets to $127.1 million and additional paid‑in capital to $177.6 million. Shares outstanding increased to 4,722,457, largely from warrant exercises and stock issued for services and investments.

Liquidity remains strained. As of March 31, 2026, cash and cash equivalents were $0.1 million, with cash used in operating activities of $1.9 million. Management discloses that these factors, despite access to an at‑the‑market program and a $25 million equity line, raise substantial doubt about the company’s ability to continue as a going concern. The company also carries a $9.6 million litigation liability related to the Strand judgment and is involved in additional intellectual property proceedings.