CDT Equity Inc. 8-K

What Happened CDT Equity Inc. (CDT) filed an 8-K on March 9, 2026 disclosing two financing actions entered March 3, 2026: (1) an amendment to its directed stock purchase agreement that lowers the equity line facility (ELOC) Floor Price to $0.60, and (2) a Securities Purchase Agreement under which CDT issued a Senior Secured Convertible Promissory Note with principal of up to $555,556. The Note bears 10% annual interest and matures on July 3, 2026 (extendable by mutual agreement for two months). Conversion of the Note into common stock is permitted only after stockholder approval and is subject to beneficial ownership limits.

Key Details

• ELOC floor price lowered to $0.60; maximum shares issuable under the ELOC (excluding ownership limits) = 41,666,667 shares.
• Note principal: up to $555,556; interest rate: 10% per year; maturity: July 3, 2026 (possible 2-month extension).
• Conversion: Purchaser may convert principal after Stockholder Approval; Conversion Price = Nasdaq official close on the Stockholder Approval Date; conversions capped so purchaser cannot exceed 9.99% beneficial ownership.
• Note is senior secured and accompanied by a Security Agreement and a Guaranty; prepayment permitted with 10 days’ notice and required after certain equity offerings. Company will call a stockholders’ meeting on or before May 3, 2026 to seek required approvals.
• Securities issued under Section 4(a)(2) (unregistered sales).

Why It Matters These actions provide short-term liquidity (a secured convertible note) and update terms on an existing equity line that could increase share issuance if drawn. Investors should note both the immediate new debt obligation (10% interest, short maturity) and the potential for dilution: up to ~41.7 million shares under the ELOC (subject to limits and Nasdaq/stockholder approvals) and additional conversion shares tied to the stock price on the approval date. The note’s security and guaranty prioritize the purchaser’s claim on assets, and conversion is contingent on shareholder approval, which the company plans to seek by May 3, 2026.