aibioCDT Equity issues $541,620 senior secured convertible note to J.J. Astor
Tickers CDT
The note was issued on August 31, 2026 and repaid in full on September 4, 2026. It came with warrants for 237,000 shares.
Key facts
- Company
- CDT Equity Inc. (NASDAQ: CDT)
- News type
- Debt Financing
- Primary source
- CDT Equity Inc. 8-K (2026-09-04)
CDT Equity Inc. issued a senior secured convertible promissory note in the principal amount of $541,620 to J.J. Astor & Co. on August 31, 2026, according to a Form 8-K filed on September 4, 2026. J.J. Astor & Co. is the lender. The note was issued under a Loan Agreement dated as of June 11, 2026, among the company, its subsidiary guarantor CDT Equity Ltd. and the lender. The company received $401,200 before closing fees, and net proceeds of $375,002 were funded to it.
The note and its terms
The principal amount is larger than the $401,200 the company received before fees. The note was secured by a first priority lien on the collateral of the company and its subsidiary guarantor under a Security and Pledge Agreement dated June 11, 2026, as amended. The lender could convert the outstanding amount into common stock at the greater of 70% of the lowest volume-weighted average price over the 20 consecutive trading days before conversion, or a floor of $0.338. The lender was barred from converting into more than 4.99% of the outstanding shares, a limit it could raise to 9.99%.
The company also issued warrants to buy 237,000 shares at $1.69 per share. The warrants were exercisable immediately and expire five years after issue. Warrant shares above 19.99% of the outstanding shares require stockholder approval under Nasdaq rules where those rules apply. The company agreed to hold a meeting for that purpose by October 31, 2026, if the lender asks.
Ninety percent of the net proceeds from the company's at-the-market program with A.G.P./Alliance Global Partners were applied to pay down the note. The note was repaid in full on September 4, 2026, so no conversion shares were issued. The filing names no placement agent or financial advisor for the note, and it names no underwriter or legal counsel. It also does not state an interest rate or maturity date.
The Sarborg amendment
The same day, CDT amended its securities purchase agreement with Sarborg Limited, a Cayman Islands company. The original agreement, dated February 19, 2026, called for the company to pay $8,000,000 for a 20% equity interest in Sarborg. Under the amendment, $1,750,000 of that cash price may be satisfied in company common stock, and the company issued 650,000 shares to Sarborg on August 31, 2026, based on the August 28, 2026 price, to partly satisfy that amount. The company also agreed to pay certain Sarborg audit costs for fiscal 2024, fiscal 2025 and a pro forma 2026 review, which are credited against the cash price.
The remaining cash price is to be paid from proceeds of the at-the-market program, with minimum payments of $150,000 a month and any balance due by May 31, 2027. That means sales under the same program that repaid the Astor note are also committed to Sarborg. Sarborg is a related party, because Dr. Andrew Regan, named as CDT's chief executive in the 10-K, sits on Sarborg's board, and a CDT director, Chele Chiavacci Farley, is a Sarborg shareholder.
Business and finances
CDT describes itself as a data-driven pharmaceutical development company that seeks to license clinical-stage compounds after pre-clinical work. Its 10-K says it uses solid-form chemistry and AI analysis, with a pipeline spanning autoimmune disorders, idiopathic male infertility, oncology, dermatology, rare disease and animal health. Its AZD1656 Cocrystal, a HK-4 Glucokinase Activator, is covered by pending patent applications.
The financial position is weak. The net loss was $39.2 million in 2025, up from $17.8 million in 2024. Cash used in operations was $15.6 million in 2025 and $9.7 million in 2024. Research and development expense was $5.1 million in 2025 and $3.4 million in 2024. Year-end cash was $554,000 in 2024 and $1.5 million in 2025, and cash and cash equivalents were $747,000 at June 30, 2026.
A $541,620 note repaid within four days, and a Sarborg payment schedule of at least $150,000 a month that draws on the same program, sit against cash of $747,000 at June 30, 2026.