CDT Equity Inc.: issues $6,750,000 senior secured convertible note

What happened

• CDT Equity Inc. filed an 8-K reporting that on Oct 6, 2026 it issued a senior secured convertible promissory note to J.J. Astor & Co. in the principal amount of $6,750,000, to be funded in two tranches. The Note matures on Mar 24, 2027 and is payable in 24 weekly installments of $168,750 each, commencing Oct 14, 2026, subject to increase upon funding of the second tranche. In the first tranche the company received $3,000,000 (with respect to $4,050,000 of the Principal Amount) before deducting closing fees, with net proceeds of $2,869,850 funded to the company.

Key details

• Second tranche of $2,000,000 (with respect to the remaining $2,700,000 of the Principal Amount) is subject to conditions on or before Dec 31, 2026, including effectiveness of a resale registration statement, receipt of stockholder approval, absence of an event of default, and a closing bid price of the company’s common stock of not less than $3.00 for the five trading days preceding the second closing.
• The company also issued warrants to the lender to purchase 225,000 shares at an exercise price of $0.9177 per share; the warrants are exercisable immediately and expire five years after the issue date.
• The Note is secured by a first priority lien on collateral of the company and its subsidiary guarantor and requires application of 80% of net proceeds from the company’s at-the-market offering with A.G.P. from sales on or after Oct 6, 2026 first to the Note until paid in full; it also requires 100% of proceeds from sales under a resale registration statement or financings where A.G.P. or another underwriter acts to be applied to prepayment of the Note.
• The lender may convert outstanding amounts into common stock at a conversion price equal to the greater of 70% of the lowest closing price over the 20 trading days preceding conversion or $0.18354, subject to adjustment; the floor price is subject to periodic resets beginning Dec 11, 2026. The lender is initially limited to beneficial ownership of 4.99% of outstanding common stock, which it may increase to 9.99% or 19.99% by written notice.

Why it may matter

• Item 1.01: entry into a material definitive agreement covering the Note and the warrants issued in connection with it.
• Item 2.03: creation of a direct financial obligation for the company under the Note.
• Item 3.02: unregistered sales of equity securities for the warrants and potential conversion shares (issuance of conversion shares and warrant shares is subject to stockholder approval under Nasdaq rules; the company agreed to convene a meeting no later than Nov 13, 2026).

This filing does not show why the insider traded or why the company acted.