CDT Equity Inc. Acquires 4.76% of Sarborg; Issues Pre-Funded Warrants

What Happened
CDT Equity Inc. announced on July 30, 2026 that it entered into a Securities Purchase Agreement to acquire 270 shares of Sarborg Limited (about 4.76% of Sarborg's outstanding common stock). As consideration, CDT issued pre‑funded warrants to the Sarborg investors that, in the aggregate, may be exercised to purchase up to 12,131,770 shares of CDT common stock at $0.0001 per share (the "Pre‑Funded Warrant Shares"). The warrants cannot be exercised until CDT obtains any required shareholder approvals under applicable Nasdaq rules.

Key Details

• Transaction date: July 30, 2026; Sarborg shares acquired: 270 (≈4.76% of Sarborg).
• Pre‑Funded Warrants issued to investors to purchase up to 12,131,770 CDT shares; $0.0001 exercise price; exercise delayed pending required stockholder approvals (including any approval required if issuance would exceed 19.99% of outstanding shares/voting power).
• Related‑party note: Andrew Regan (CDT CEO and director), a Sarborg director and Sarborg shareholder through Corvus Capital Limited, participated and received warrants to purchase 5,436,830 CDT shares; two other CDT directors (Chele Farley and Ulrik Olsen) are Sarborg shareholders but did not participate.
• CDT agreed to use commercially reasonable efforts to file a resale registration statement for the Pre‑Funded Warrant Shares within 60 days of closing. The filing also indicates the securities were sold in an unregistered transaction (Item 3.02).

Why It Matters
This is an acquisition of a minority stake in Sarborg funded by issuing pre‑funded warrants rather than cash. The warrants could create meaningful dilution if and when exercised (up to 12.13 million CDT shares), but exercise is currently constrained by the need for shareholder/Nasdaq approvals. Investors should note the related‑party participation by the CEO’s investment vehicle, the planned registration effort to enable resale by the investors, and the potential for future dilution depending on approvals and exercise of the warrants.