CDT Equity Inc. 8-K

What Happened

• CDT Equity Inc. announced on January 16, 2026 that it entered a directed equity purchase agreement (an equity line of credit, or ELOC) with an institutional investor that allows the company to sell up to $25 million of its common stock over time. The agreement gives CDT the right, but not the obligation, to direct sales of shares to the Purchaser subject to conditions and limitations in the agreement.

Key Details

• Facility size: up to $25.0 million of common stock available to be sold to the Purchaser.
• Pricing: share price set based on recent trading (VWAP). Default discount is 97% of the lowest dollar VWAP over a 10‑trading‑day period; if the average VWAP is below $2.00 the discount is 5% (95% of VWAP); if below $1.00 the discount is 6% (94% of VWAP).
• Limits per closing: without the Purchaser’s consent, no single closing can exceed $750,000 or exceed 100% of (daily trading volume × VWAP) for any trading day.
• Ownership cap: Purchaser won’t be required to buy shares that would make its beneficial ownership exceed 9.99% of voting power.
• Term: Company may sell shares until the earlier of (a) the first day of the month after 36 months from the effective date or (b) when $25M has been sold.
• Consideration: CDT agreed to issue 204,031 “commitment shares” to the Purchaser as fee, payable no later than April 16, 2026 or when the resale registration is effective.
• Registration: CDT must file a resale registration statement for the shares within 15 days of the agreement’s effective date and cause it to be declared effective within 45 days of filing. CDT also agreed not to enter another “at‑the‑market” or equity line transaction during the term.

Why It Matters

• This ELOC provides CDT with a flexible source of capital the company can draw from over time for working capital and general corporate purposes.
• Sales under the facility will dilute existing shareholders because new common shares are issued; the purchases occur at a discount to recent VWAP, which can put short‑term pressure on the market price when shares are sold.
• The agreement includes limits (per‑closing caps and a 9.99% ownership cap) and requires the company to register the resale of shares, which affects how and when the Purchaser can resell shares into the market.