CDT Equity确认预融资权证全部无现金行权并称已消除Nasdaq缺陷

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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
August 28, 2026
CDT
Equity Inc.
(Exact
name of registrant as specified in its charter)
Delaware
001-41245
87-3272543
(State
or other jurisdiction
(Commission
(I.R.S.
Employer
of
incorporation)
File
Number)
Identification
No.)
4851
Tamiami Trail North
,
Suite 200
,
Naples
,
FL
34103
(Address
of principal executive offices)
(Zip
Code)
(646)
491-9132
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, $0.0001 par value per share
CDT
The
Nasdaq Stock Market LLC
Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock
CDTTW
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item
8.01 Other Events.
As
previously disclosed, on August 28, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of CDT Equity
Inc. (the “Company”), stockholders approved the issuance of shares of common stock, par value $0.0001 per share (the “Common
Stock”), underlying pre-funded warrants (the “Pre-Funded Warrants”) to purchase 12,131,770 shares of Common Stock issued
to certain stockholders (the “Investors”) of Sarborg Limited, a Cayman Islands exempted company (“Sarborg”),
pursuant to that certain Securities Purchase Agreement, dated July 30, 2026 (the “Purchase Agreement”). Subsequently, the
Investors exercised all Pre-Funded Warrants on a cashless basis, and the Company issued 12,131,122 shares of Common Stock. Following
the cashless exercise of the Pre-Funded Warrants, the issuance of shares pursuant to the Company’s at-the-market offering program,
and other recent issuances, the total number of shares of Common Stock issued and outstanding as of August 31, 2026 was 13,693,866 shares.
As a result, the Company’s market capitalization, based on the closing price per share of the Company’s Common Stock on August
31, 2026, was approximately $23.0 million, and the Company’s stockholders’ equity, as reported on the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2026, was approximately $103 million. Accordingly, the Company no longer has any outstanding
deficiencies with The Nasdaq Stock Market LLC.
The
foregoing description of the Purchase Agreement and Pre-Funded Warrants does not purport to be complete and is qualified in its entirety
by reference to the full text of the Purchase Agreement and Pre-Funded Warrant, copies of which are filed as Exhibits 10.1 and 4.1 to
the Company’s Current Report on Form 8-K filed on July 31, 2026, and are incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CDT
EQUITY INC.
September
1, 2026
By:
/s/
James Bligh
Name:
James
Bligh
Title:
Chief
Executive Officer and Chief Financial Officer