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

of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference. On October 22, 2026, the Company issued 397,374 shares of Common Stock (the “Service Provider Shares”) to a service provider as consideration for certain consulting services. On October 22, 2026, and October 23, 3026 the Company issued, in the aggregate, 437,779 shares of Common Stock (the “Sarborg Shares”) to Sarborg Limited pursuant to that certain securities purchase agreement, dated August 31,…

Unregistered Sales of Equity Securities. The information set forth under

Regulation FD Disclosure. On October 27, 2026, the Company issued a press release announcing the Agreement. 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 information shal…

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 Warrant Shares upon conversion of the Note and exercise of the Warrants, respectively, 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.

Entry into a Material Definitive Agreement. Senior Secured Convertible Promissory Note to J.J. Astor & Co. On October 6, 2026, CDT Equity Inc. (the “Company”) issued a senior secured convertible note (the “Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,750,000 (the “Principal Amount”), to be funded in two tranches. The Note matures on March 24, 2027 and is payable in twenty-four (24) weekly installments of $168,750 each, commencing October 14, 2026, subject to increa…

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

Regulation FD Disclosure. On September 25, 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 info…

The Company issued the Note and Warrants, and expects to issue the Conversion Shares and Warrant Shares upon conversion of the Note and exercise of the Warrants, respectively, 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.

Entry into a Material Definitive Agreement. Senior Secured Convertible Promissory Note to J.J. Astor & Co. On September 14, 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 $2,126,250 (the “Principal Amount”). The Note matures on March 1, 2027 and is payable in twenty-four (24) weekly installments of $88,593.75 each. The Note was issued pursuant to the Loan Agreement, dated as…

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. 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,…