CDT Equity Inc. — Capital/Financing Update 2026

May 15, 2026

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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): May 15, 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. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On May 15, 2026, CDT Equity Inc. (the “Company”) entered into the second amendment (the “Amendment No. 2”) to that certain directed stock purchase agreement, dated January 16, 2026 (as amended, the “Purchase Agreement”), with an institutional investor (the “Purchaser”) relating to an equity line of credit facility (the “ELOC”). Pursuant to Amendment No. 2, the parties mutually agreed to set the gross purchase price to be paid without the consent of the Purchaser at any closing of a regular purchase at $510,000. Amendment No. 2 also extends the Adjustment Period, as defined in the Purchase Agreement, to such time as the Purchaser has entered into committed and binding trades to sell all of the shares it purchased under the Purchase Agreement.

In addition, on May 15, 2026, the Company and the Purchaser entered into an amendment (the “Note Amendment”) to that certain Senior Secured Convertible Promissory Note, originally issued on March 3, 2026 (the “Note”). Pursuant to the Note Amendment, 90% of the proceeds raised by the Company in any debt or equity financing or capital-raising transaction, including pursuant to the ELOC, may be retained by the Company, with the remaining 10% required to go towards payment of amounts due under the Note.

Both Amendment No. 2 and the Note Amendment are effective through May 31, 2026, at which point they will no longer modify the Purchase Agreement and Note, respectively.

The foregoing descriptions of Amendment No. 2 and the Note Amendment are qualified in their entirety by reference to Amendment No. 2 and the Note Amendment, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

| Exhibit
No. | Description |
| --- | --- |
| 10.1 | Form of Amendment No. 2 to Equity Purchase Agreement, dated May 15, 2026 |
| 10.2 | Form of Amendment to Senior Secured Convertible Promissory Note, dated May 15, 2026 |
| 104 | Cover
Page Interactive Data File (embedded within the Inline XBRL document) |

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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. — By: | /s/
Andrew Regan |
| --- | --- |
| Name: | Andrew
Regan |
| Title: | Chief
Executive Officer |

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