CDT Equity Inc. Issues $2.13M Senior Secured Convertible Note to J.J. Astor

What Happened

• CDT Equity Inc. filed an 8-K on September 18, 2026 disclosing that on September 14, 2026 it issued a Senior Secured Convertible Promissory Note to J.J. Astor & Co. in the principal amount of $2,126,250. The Note matures March 1, 2027 and is payable in 24 weekly installments of $88,593.75.
• The Company received $1,575,000 in gross proceeds and $1,501,850 in net proceeds after closing fees. In connection with the loan, CDT also issued Common Stock Purchase Warrants to purchase 3,468,500 shares at $0.25 per share (exercisable immediately; five‑year term).

Key Details

• Principal amount: $2,126,250; maturity: March 1, 2027; repayment: 24 weekly installments of $88,593.75.
• Proceeds: $1,575,000 received; $1,501,850 net to the Company after fees.
• Warrants: 3,468,500 warrants at $0.25 per share, exercisable immediately, expire five years after issuance.
• Conversion: Lender may convert the Note into common stock at the greater of (i) 70% of the lowest 20‑day VWAP prior to conversion or (ii) $0.05 (floor), with the floor subject to semi‑annual reset to 20% of the lowest 20‑day VWAP. Conversion is capped so the lender cannot beneficially own more than 4.99% (or 9.99% if increased by the lender) of outstanding shares.
• Security and covenants: Note secured by a first‑priority lien on specified collateral; ATM proceeds allocation requires 80% (post‑Sept 15, 2026) or 90% (pre‑Sept 15) of net ATM proceeds to be applied first to certain prior notes and then to this Note. The filing notes an August 31, 2026 note was no longer outstanding as of Sept 4, 2026.
• Stockholder approval: Issuance of conversion shares and warrant shares is subject to Nasdaq stockholder approval if required; the Company agreed to convene a shareholder meeting by Oct 31, 2026 if requested by the lender.

Why It Matters

• This transaction creates a near‑term secured debt obligation (maturing March 2027) and provides roughly $1.5M in net cash to the company, which may affect short‑term liquidity and cash planning.
• The Note and attached warrants introduce potential dilution: up to 3.47M warrant shares plus any conversion shares if the lender converts the debt (conversion mechanics can allow conversions at a discounted VWAP-based price subject to floor and ownership caps), though issuance of shares may require shareholder approval under Nasdaq rules.
• Investors should watch (1) how the company uses the net proceeds, (2) any shareholder vote requested by the lender by Oct 31, 2026, and (3) future ATM proceeds allocations and conversion/exercise activity that could impact share count and ownership.