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CDT Equity investors report 9.9% passive stake

The agreement’s 9.99% aggregate beneficial-ownership limit constrains how many shares Ascent may purchase under the agreement.

(Neutral)

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

CDT Equity Inc.’s reporting persons report shared voting and dispositive power over 163,982 common shares, representing 9.9% of the class. The joint filers are Ascent Partners Fund LLC, Ascent Partners LLC, Dominion Capital LLC, Dominion Capital GP LLC, Eagle Claw Corp., Masada Group Holdings LLC, Mikhail Gurevich, Gennadiy Gurevich and Alon Brenner. Mikhail Gurevich is Eagle Claw’s Chief Investment Officer, Gennadiy Gurevich its President, and Alon Brenner manages Masada Group Holdings LLC. The reported ownership includes shares associated with Ascent’s Directed Stock Purchase Agreement, subject to an aggregate beneficial-ownership cap of 9.99%; the calculation references up to 163,982 shares that may be issued under the agreement. CDT’s reported percentage uses 1,477,489 shares outstanding after its 1-for-25 reverse stock split, effective September 28, 2026.

Shared voting and dispositive power 163,982 shares Reported by each reporting person
Reported ownership 9.9% Percent of common stock class
Beneficial-ownership limit 9.99% Aggregate maximum under the Directed Stock Purchase Agreement
Common shares outstanding 1,477,489 shares After the reverse stock split effective September 28, 2026
Reverse stock split 1-for-25 Effective September 28, 2026
Directed Stock Purchase Agreement financial
"pursuant to that certain Directed Stock Purchase Agreement"
Blocker regulatory
"limiting beneficial ownership to an aggregate maximum of 9.99%"
beneficial ownership regulatory
"limiting beneficial ownership to an aggregate maximum of 9.99%"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared dispositive power regulatory
"Shared power to dispose or to direct the disposition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CDT shares do the reporting persons report?

The reporting persons report shared voting and dispositive power over 163,982 CDT common shares, equal to 9.9% of the class.

What ownership limit applies to CDT’s ELOC Agreement?

The agreement limits beneficial ownership to an aggregate maximum of 9.99%. The reported calculation references up to 163,982 shares that may be issued under the agreement, subject to the blocker.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates





20678X700

(CUSIP Number)
09/30/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of common stock, par value 0.0001 per share of the issuer (the "Common Stock") set forth on rows (6), (8) and (9) above includes, up to the Blocker (as defined in this footnote) amount, the purchase of Common Stock by the reporting person pursuant to that certain Directed Stock Purchase Agreement, dated as of January 16, 2026, between the issuer and the reporting person (the "ELOC Agreement") held directly by the reporting person. The ELOC Agreement is subject to a provision contained therein limiting beneficial ownership to an aggregate maximum of 9.99% (the "Blocker"). In Row (11) the percentage is based on (i) 1,477,489 shares of Common Stock outstanding, as provided by the issuer, after giving effect to the issuer's 1-for-25 reverse stock split of its outstanding shares of Common Stock effected on September 28, 2026 (the "Reverse Stock Split") and (ii) 163,982 shares of Common Stock that may be issued by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, each to be directly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 1,477,489 shares of Common Stock outstanding, as provided by the issuer, after giving effect to the Reverse Stock Split, and (ii) 163,982 shares of Common Stock that may be issued by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 1,477,489 shares of Common Stock outstanding, as provided by the issuer, after giving effect to the Reverse Stock Split, and (ii) 163,982 shares of Common Stock that may be issued by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 1,477,489 shares of Common Stock outstanding, as provided by the issuer, after giving effect to the Reverse Stock Split, and (ii) 163,982 shares of Common Stock that may be issued by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 1,477,489 shares of Common Stock outstanding, as provided by the issuer, after giving effect to the Reverse Stock Split, and (ii) 163,982 shares of Common Stock that may be issued by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 1,477,489 shares of Common Stock outstanding, as provided by the issuer, after giving effect to the Reverse Stock Split, and (ii) 163,982 shares of Common Stock that may be issued by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 1,477,489 shares of Common Stock outstanding, as provided by the issuer, after giving effect to the Reverse Stock Split, and (ii) 163,982 shares of Common Stock that may be issued by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 1,477,489 shares of Common Stock outstanding, as provided by the issuer, after giving effect to the Reverse Stock Split, and (ii) 163,982 shares of Common Stock that may be issued by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 1,477,489 shares of Common Stock outstanding, as provided by the issuer, after giving effect to the Reverse Stock Split, and (ii) 163,982 shares of Common Stock that may be issued by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G



Ascent Partners Fund LLC
Signature:/s/ Ascent Partners Fund LLC
Name/Title:Mikhail Gurevich, signatory for Managing Member of Managing Member
Date:10/27/2026
Ascent Partners LLC
Signature:/s/ Ascent Partners LLC
Name/Title:Mikhail Gurevich, signatory for Managing Member
Date:10/27/2026
Dominion Capital LLC
Signature:/s/ Dominion Capital LLC
Name/Title:Mikhail Gurevich, Chief Investment Officer of Eagle Claw Corp., Manager of Dominion Capital GP LLC, Manager of Dominion Capital LLC
Date:10/27/2026
Dominion Capital GP LLC
Signature:/s/ Dominion Capital GP LLC
Name/Title:Mikhail Gurevich, Managing Member of Dominion Capital Holdings LLC
Date:10/27/2026
Eagle Claw Corp.
Signature:/s/ Gennadiy Gurevich
Name/Title:Gennadiy Gurevich, President
Date:10/27/2026
Masada Group Holdings LLC
Signature:/s/ Masada Group Holdings LLC
Name/Title:Alon Brenner, Managing Member
Date:10/27/2026
Mikhail Gurevich
Signature:/s/ Mikhail Gurevich
Name/Title:Mikhail Gurevich
Date:10/27/2026
Gennadiy Gurevich
Signature:/s/ Gennadiy Gurevich
Name/Title:Gennadiy Gurevich
Date:10/27/2026
Alon Brenner
Signature:Alon Brenner
Name/Title:Alon Brenner
Date:10/27/2026

Comments accompanying signature: Exhibit 1 - Joint Filing Agreement
Exhibit Information

LIST OF EXHIBITS - Exhibit No. 1 - Joint Filing Agreement, dated June 5, 2026 (incorporated by reference to Exhibit 1 to the Schedule 13G/A filed by the Reporting Persons with the SEC on June 5, 2026)

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