8-KFiled Aug 5, 8:00 PM ET

CDT Equity Inc. Amends Loan Agreement, Note Increased to $2.54M

$CDT · CDT Equity Inc.

Research Summary

AI-generated summary of this SEC filing

Updated

CDT Equity Inc. Amends Loan Agreement, Note Increased to $2.54M

What Happened
CDT Equity Inc. announced amendments to its loan agreement and senior secured convertible note with J.J. Astor & Co. The company entered a Second Amendment (July 31, 2026) that raised the principal under the Amended Note to $2,266,650 and set a 19% interest rate with repayment via 23 weekly installments of $104,187.65 starting August 19, 2026. On August 3, 2026, a Third Amendment added a $200,000 advance (net of fees), increasing the outstanding principal to $2,536,650, and CDT issued warrants to the lender to buy up to 37,500 shares at $7.20 per share.

Key Details

  • Outstanding principal now $2,536,650 after the Aug 3, 2026 Third Amendment; interest rate under the Amended Note is 19%.
  • Repayment schedule: 23 equal weekly payments of $104,187.65 beginning August 19, 2026.
  • Lender received warrants for 37,500 shares at $7.20 per share; issuances of Conversion Shares and Warrant Shares that would exceed 19.99% of outstanding common stock require shareholder approval.
  • Conversion terms changed: conversion price now the greater of (i) 70% of the lowest volume‑weighted average price (VWAP) over the 20 consecutive trading days before conversion notice (previously 90% over 10 days) or (ii) the Nasdaq floor price; “Floor Price” will be adjusted to 20% of the lowest VWAP over the prior 20 trading days and will reset every six months starting Dec 11, 2026.
  • Company agreed to increase the portion of net proceeds from its Sales Agreement with A.G.P./Alliance Global Partners applied to pay the lender from 80% to 90%. Resale registration and stockholder approval deadlines were advanced (resale registration due Aug 31, 2026; effective by Sept 11, 2026; shareholder approval target Aug 28, 2026).

Why It Matters
This filing shows CDT has taken on additional secured debt and near‑term repayment obligations, which increases leverage and places pressure on near-term cash flows. The amendments also introduce potential equity dilution: the lender can convert debt into common stock under materially more aggressive conversion pricing, and received warrants that could further dilute existing shareholders if exercised. Many of these issuances require shareholder approval and a resale registration statement, so investors should watch for those filings and for how the company funds the weekly repayments (notably through higher proceeds from share sales under its A.G.P. agreement).