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

CDT Equity Inc., based in Naples, FL, issued a senior secured convertible promissory note in the principal amount of $2,126,250 to J.J. Astor & Co. on September 14, 2026, according to a Form 8-K filed on September 18, 2026. The company received $1,575,000 before deducting closing fees, and net proceeds of $1,501,850 were funded to the company.

Terms and conversion

The note matures on March 1, 2027 and is payable in 24 weekly installments of $88,593.75 each. It was issued under a loan agreement dated June 11, 2026, among the company, its subsidiary CDT Equity Ltd. as subsidiary guarantor, and the lender. The note is secured by a first priority lien on the collateral of the company and the subsidiary guarantor.

The lender can convert all or part of the balance into common stock at the greater of 70% of the lowest volume-weighted average price over the 20 trading days before the conversion date, or a $0.05 floor. The floor is adjusted semi-annually to 20% of the lowest volume-weighted average price over the 20 trading days before each reset date. A falling share price therefore means more shares issued for the same balance. The lender may not hold more than 4.99% of the outstanding common stock, a limit it may raise to 9.99% in its sole discretion.

Issuing those shares needs stockholder approval under Nasdaq rules where required. The company agreed to hold a meeting for that purpose by October 31, 2026, if the lender asks.

Warrants and the sales program

Alongside the note, the company issued common stock purchase warrants for 3,468,500 shares at $0.25 per share. The warrants are exercisable immediately and expire five years after issue.

The note also reaches into the company's at-the-market offering with A.G.P./Alliance Global Partners. Eighty percent of net proceeds from sales made on or after September 15, 2026, and 90% of proceeds from earlier sales, must first repay a note dated August 31, 2026. The filing says that note no longer remained outstanding as of September 4, 2026. Next, those proceeds go to this note. Only after both are repaid do they go to the company's Amended and Restated Senior Secured Convertible Note dated June 11, 2026, which the company remains obligated to keep paying in installments.

In practice, most of the cash from that program is committed to lenders first. The filing names no placement agent, underwriter or financial advisor for this note, and it does not name legal counsel.

Business and finances

CDT, formerly Conduit Pharmaceuticals Inc., describes itself in its 10-K as a data-driven pharmaceutical development company. It says it plans to license clinical-stage compounds, many of them deprioritized by larger drugmakers, after advancing them through solid-form chemistry and AI-driven analysis. The company says it will seek an exit through third-party license deals only after successful in vitro and in vivo pre-clinical trials. The company also says it avoids the cost of early and late-stage clinical trials, so any value rests on pre-clinical work and a licensee. Its patent filings cover pending applications for a solid-form compound, including the AZD1656 Cocrystal, a HK-4 Glucokinase Activator. Its pipeline spans autoimmune disorders, idiopathic male infertility, oncology, dermatology, rare disease and animal health. Its AI work runs through Sarborg Limited, a related party because Dr. Andrew Regan, named as chief executive in the 10-K, sits on Sarborg's board.

The financial position is thin. The company reported a net loss of $39.2 million for 2025, up from $17.8 million for 2024. It used $15.6 million in operations in 2025, compared with $9.7 million in 2024. Research and development expense was $5.1 million in 2025 and $3.4 million in 2024. Cash and cash equivalents were $1.5 million at the end of 2025 and $747,000 at June 30, 2026, the latest balance given. The $1,501,850 in net proceeds from this note is small against a year of operating cash use of $15.6 million, and the note carries $2,126,250 in principal repayable in 24 weekly installments of $88,593.75 against cash of $747,000 at June 30, 2026.

The company expects to issue the conversion and warrant shares under the private placement exemption in Section 4(a)(2) of the Securities Act.

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