CDT Equity Inc. (CDT) · Oct 13, 2026 · New debt
New debt — $2.87M net first tranche; conversion at 70% of lows with $0.18354 floor
CDT Equity’s new debt provides an immediate cash bridge, but the terms prioritize repayment, enable discounted conversion, and force Nasdaq compliance actions.
CDT is a biopharma development company pursuing therapeutic assets and strategic partnerships, but this filing shows the immediate business problem is liquidity rather than clinical execution. There is no clean published consensus for a financing; against the standing situation, this is a cash bridge secured by unusually restrictive terms.
| Item | Filing detail |
|---|---|
| First-tranche cash received | $3.00M gross; $2.87M net (Note, Funding Amount) |
| Debt principal created | $4.05M initially; up to $6.75M if the second tranche closes (Note, Original Principal Amount) |
| Initial repayment | $168,750 weekly for 24 installments, beginning October 14, 2026 (Note, Section 2(a)) |
| Second tranche | $2.00M cash for another $2.70M of principal, conditional on registration, shareholder approval, no default and a $3.00 bid price (Note, Section 2(n)) |
| Conversion terms | 70% of the lowest 20-day closing price, subject to a $0.18354 floor that can reset lower (Note, Section 2(j)) |
| Warrant | 225,000 shares at $0.9177, exercisable immediately for five years (Note, Warrant disclosure) |
| Existing debt | $2.68M balance accruing at 24% compounded daily (Note, Section 2(g)) |
The financing keeps the company funded, but it is expensive liquidity rather than growth capital. CDT received only $2.87 million of usable cash against $4.05 million of initial principal. The first weekly payment starts almost immediately, and the second tranche is not committed cash: it requires a registration statement, shareholder approval, no event of default and a $3.00 closing bid price for five trading days.
The lender receives a broad path to repayment through discounted stock issuance. The conversion price is set at 70% of the lowest closing price over the prior 20 trading days, subject to a floor that can reset downward whenever the company issues cheaper securities. That structure makes future equity issuance a core repayment mechanism, not merely a backup. CDT also must direct 80% of ATM proceeds to this note first, then to the existing note, while 100% of proceeds from many other financings must prepay the new debt (Note, Sections 2(e) and 2(g)).
The note adds a near-term Nasdaq emergency to the capital problem. The agreement says the closing bid was already below Nasdaq’s $1.00 minimum and requires the company to pursue another reverse split, with effectiveness required by October 21, 2026 if the breach period continues. Failure to comply, or receiving a deficiency notice, is itself an event of default.
The financing protects the lender ahead of the operating business. It is secured by a first-priority lien, ranks senior to other company debt, carries a 120% default amount plus 24% compounded daily interest after default, and gives the lender control over financing proceeds. The company also acknowledges that the existing note continues accruing 24% default interest, so this transaction postpones pressure rather than resolving the debt burden.
Bottom line: This buys CDT short-term cash and preserves a path to keep operating, but it materially tightens the company’s financing constraints and makes discounted equity issuance, a reverse split and lender-directed cash flows central to the story. The event matters because it signals survival financing, not a strengthening of the underlying biopharma business.
Nasdaq compliance reverse split, by October 21
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