CDT Equity amends Sarborg purchase pact, issues and repays convertible note

CDT Equity Inc. disclosed in an 8-K that on August 31, 2026 it signed an amendment to its February 19, 2026 Securities Purchase Agreement with Sarborg Limited, a Cayman Islands company. Under the original agreement, the company had agreed to pay Sarborg $8,000,000 for a 20% equity stake in Sarborg.¹

The amendment restructures how that sum gets paid. Of the $8,000,000, $1,750,000 (or another mutually agreed amount) will be paid in CDT Equity common stock, subject to a 4.99% beneficial ownership cap. The company also agreed to cover certain audit costs tied to Sarborg's fiscal 2024 and 2025 results and its pro-forma 2026 review, crediting those costs against the cash owed. The remainder is to come from the company's at-the-market program, with minimum monthly payments of $150,000 and any balance due by May 31, 2027.¹ On August 31, 2026, the company issued 650,000 shares to Sarborg, priced as of August 28, 2026, as a partial payment toward the $1,750,000 stock portion.¹

Separately, on August 31, 2026 the company issued a senior secured convertible promissory note to J.J. Astor & Co. for $541,620 in principal, under a loan agreement dated June 11, 2026 with CDT Equity Ltd. as subsidiary guarantor.¹ The company received $401,200 before fees, with net proceeds of $375,002.¹ The note was fully repaid on September 4, 2026 and is no longer outstanding.¹

Alongside the note, the company issued warrants to J.J. Astor & Co. to buy 237,000 shares at $1.69 each, exercisable immediately and expiring five years from issuance.¹ Ninety percent of proceeds from the company's at-the-market program with A.G.P./Alliance Global Partners were directed to pay down the note before it was satisfied.¹ Because the note was repaid, no shares were converted under it.¹