Entry into a Material Definitive Agreement. Amended Securities Purchase Agreement with Sarborg Limited On August 31, 2026, CDT Equity Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Securities Purchase Agreement, dated February 19, 2026 (as amended, the “Agreement”), with Sarborg Limited, a Cayman Islands exempted company (“Sarborg”). Under the Agreement, the Company agreed to pay Sarborg $8,000,000 in consideration for a 20% equity interest in Sarborg. Pursuant to the…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

The Company issued the Sarborg Shares, Note, and Warrants, and expects to issue the Warrant Shares upon exercise of the Warrants, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereunder as a transaction not involving a public offering.

CEO — James Bligh: James Bligh was appointed as CEO, continuing to serve as CFO and Director, indicating an internal promotion or role expansion rather than a departure.

of the Original Report is incorporated herein by reference.

Completion of Acquisition or Disposition of Assets. The information set forth in

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. As previously disclosed on June 11, 2026, CDT Equity Inc. (the “Company”), issued a senior secured convertible promissory note (the “Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $1,971,000 (the “Principal Amount”), in connection with a Loan Agreement entered into by and between the Company and the Lender (the “Agreement”). On June 30, 2026, the Company entered into an Amended and Restated Loan Agreement (the “Amended Loan Ag…

The Company issued the Amended Note and the Warrants, and expects to issue the Conversion Shares and the Warrant Shares, in reliance on the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) under the Securities Act as a transaction not involving a public offering.

of the Original Report is incorporated herein by reference.

Completion of Acquisition or Disposition of Assets. The information set forth in

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement. Transactions with Investors of Sarborg Limited On July 30, 2026, CDT Equity Inc., a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain stockholders (collectively, the “ Investors ”) of Sarborg Limited, a Cayman Islands Company (“ Sarborg ”). Pursuant to the Purchase Agreement, the Investors agreed to sell, to the Company, and the Company agreed to acquire from the Investors,…

Unregistered Sales of Equity Securities. On July 24, 2026, CDT Equity, Inc. (the “Company”) issued 32,110 shares of common stock, par value $0.0001 per share (the “Common Stock”) at a value of $3.27 per share to a service provider as consideration for certain consulting services. The Company issued the shares in reliance on the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) under the Securities Act of 1933, as amended, as a transaction not invo…

Regulation FD Disclosure. On July 16, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such informati…

Material Modification to Rights of Security Holders. To the extent required by

Entry into a Material Definitive Agreement. As previously disclosed on June 11, 2026, CDT Equity Inc. (the “Company”), issued a senior secured convertible promissory note (the “Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $1,971,000 (the “Principal Amount”), in connection with a Loan Agreement entered into by and between the Company and the Lender (the “Agreement”). The Company will receive $1,460,000, before deduction of closing fees (the “Loan”), funded in two tranc…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Changes in Registrant’s Certifying Accountant. On June 23, 2026, the audit committee (the “Audit Committee”) of the board of directors (the “Board”) of CDT Equity Inc. (the “Company”) (i) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public accounting firm and (ii) approved the engagement of Carr, Riggs & Ingram, L.L.C. (“CRI”) as the Company’s independent registered public accounting firm. CBIZ CPAs’ audit report on the Company’s consolidated…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

The Company issued the Note and Warrants, and expects to issue the Conversion Shares and the Warrant Shares, in reliance on the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) under the Securities Act as a transaction not involving a public offering.

Entry into a Material Definitive Agreement. On June 11, 2026, CDT Equity Inc. (the “Company”), issued a senior secured convertible promissory note (the “Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $1,971,000 (the “Principal Amount”), in connection with a Loan Agreement entered into by and between the Company and the Lender (the “Agreement”). The Company will receive $1,460,000, before deduction of closing fees (the “Loan”), funded in two tranches. CDT Equity Ltd., a…

Regulation FD Disclosure. On May 28, 2026, the Company issued a press release announcing the Notice. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and is incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject t…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 21, 2026, CDT Equity Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Requirement”) because the Company did not file its Quarterly Report on Form 10-Q for the three-month…

Entry into a Material Definitive Agreement. On May 15, 2026, CDT Equity Inc. (the “Company”) entered into the second amendment (the “Amendment No. 2”) to that certain directed stock purchase agreement, dated January 16, 2026 (as amended, the “Purchase Agreement”), with an institutional investor (the “Purchaser”) relating to an equity line of credit facility (the “ELOC”). Pursuant to Amendment No. 2, the parties mutually agreed to set the gross purchase price to be paid without the consent of…