CDT Equity issues $2,126,250 convertible note to J.J. Astor & Co.

CDT Equity Inc. entered into a senior secured convertible promissory note agreement with J.J. Astor & Co. on September 14, 2026. The note carries a principal amount of $2,126,250.¹ It matures on March 1, 2027 and is payable in twenty-four weekly installments of $88,593.75 each.¹

The note was issued under a loan agreement originally dated June 11, 2026, as amended and restated, among the company, its subsidiary guarantor CDT Equity Ltd., and the lender.¹ CDT Equity received $1,575,000 before closing fees, with net proceeds of $1,501,850.¹

Alongside the note, the company issued warrants to the lender to purchase 3,468,500 shares of common stock at an exercise price of $0.25 per share, exercisable immediately and expiring five years after issuance.¹

The note is secured by a first priority lien on collateral defined under a security and pledge agreement dated June 11, 2026, as amended.¹ Proceeds from the company's at-the-market offering program with A.G.P./Alliance Global Partners are directed first to a prior August 2026 note (already paid off as of September 4, 2026), then to this new note, and only afterward to an existing June 2026 note.¹

On conversion terms, the lender may convert outstanding amounts into common stock at the greater of 70% of the lowest volume-weighted average price over the twenty trading days before conversion, or a floor price of $0.05.¹ That floor price resets semi-annually to 20% of the lowest 20-day VWAP.¹ Conversion is capped so the lender cannot exceed 4.99% beneficial ownership, unless raised to 9.99% at the lender's discretion.¹

Issuance of conversion shares and warrant shares is subject to Nasdaq stockholder approval requirements, and the company agreed to hold a stockholder meeting if requested, no later than October 31, 2026.¹