CDT Equity gets $3,000,000 first tranche of $6,750,000 convertible note

CDT Equity Inc. (Nasdaq: CDT), formerly Conduit Pharmaceuticals Inc., issued a senior secured convertible note to J.J. Astor & Co. on October 6, 2026, in a principal amount of $6,750,000, according to a Form 8-K filed October 13, 2026. The note is funded in two tranches. In the first, the company received $3,000,000 for $4,050,000 of principal, with net proceeds of $2,869,850 after closing fees. The second tranche of $2,000,000, for the remaining $2,700,000 of principal, depends on conditions to be met by December 31, 2026. Those include an effective resale registration statement, stockholder approval, no event of default, and a closing bid price of at least $3.00 for the five trading days before the second closing. The 8-K does not state the current share price.

The note matures on March 24, 2027. It is payable in twenty-four weekly installments of $168,750, starting October 14, 2026, and the installments rise when the second tranche funds. It is secured by a first-priority lien on the collateral of the company and its subsidiary guarantor, CDT Equity Ltd. The 8-K says it was issued under a Loan Agreement dated June 11, 2026, as amended and restated.

Conversion terms and the lender's reach

The lender can convert at the greater of 70% of the lowest closing price over the prior 20 consecutive trading days, or a floor price of $0.18354 a share. The floor resets on December 11, 2026 and every six months after that, to 20% of the lowest close over the prior 20 trading days. A reset cannot raise the floor, and it falls automatically to any lower price at which the company sells or issues stock. The note also resets the floor on the company's existing note to the lower of $0.18354 and the floor then in effect.

The lender may not convert into more than 4.99% of the outstanding common stock, although it can raise that cap to 9.99% or 19.99% on written notice. The note also comes with warrants for 225,000 shares at $0.9177 a share, expiring five years after issue. Conversion shares and warrant shares need stockholder approval under Nasdaq rules, and the company agreed to hold that meeting no later than November 13, 2026.

Where the new money goes

The company must apply 80% of net proceeds from its at-the-market program with A.G.P./Alliance Global Partners, from sales on or after October 6, 2026, to repay this note first. Only after that note is repaid do the proceeds go to the company's existing note. Proceeds from a resale registration, or from any financing in which A.G.P. or another investment bank acts as underwriter or placement agent, must go 100% to prepayment. Other financings send 80% of net proceeds to the note within one business day. The 8-K names no placement agent or counsel for this note itself.

The financial position behind the note

Figures from the company's own filings show a net loss of $39.2 million for 2025, against $17.8 million for 2024. Cash used in operations was $15.6 million in 2025, against $9.7 million in 2024. Research and development expense was $5.1 million in 2025, up from $3.4 million. Cash and cash equivalents were $1.5 million at the end of 2025 and $747,000 at June 30, 2026.

The 10-K, filed April 15, 2026, names Dr. Andrew Regan as chief executive officer. The 8-K is signed by James Bligh as chief executive officer and chief financial officer. The 10-K also says the company's Sarborg Limited collaboration is with a related party, because Dr. Regan sits on Sarborg's board and a director of CDT is a Sarborg shareholder.

The 10-K describes the strategy as seeking an exit through third-party license deals, after successful in vitro and in vivo pre-clinical trials. It gives no timetable for those deals. The 8-K sets only the November 13, 2026 deadline for the stockholder meeting. The second tranche depends on a closing bid price of $3.00, and the 8-K does not give the stock's current price against that level.

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