Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01 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 of June 11, 2026, as amended and restated to date (the "Loan Agreement"), between the Company, CDT Equity Ltd. (the "Subsidiary Guarantor") and the Lender. The Company received $1,575,000 before deducting closing fees, with net proceeds of $1,501,850 funded to the Company. In connection with the issuance of the Note, the Company also issued to the Lender Common Stock Purchase Warrants (the "Warrants") to purchase 3,468,500 shares of the Company's Common Stock (the "Warrant Shares") at an exercise price of $0.25 per share. The Warrants are exercisable immediately upon issuance and will expire five years after the issue date.

The Note is secured by a first priority lien on all right, title, and interest in the Collateral (as defined in the Security and Pledge Agreement entered into on June 11, 2026, as amended) of the Company and the Subsidiary Guarantor. Eighty percent (80%) of the net proceeds from the Company's existing at-the-market offering program with A.G.P./Alliance Global Partners from sales effected on or after September 15, 2026 (and ninety percent (90%) of the net proceeds from sales effected prior to September 15, 2026) are required to be applied first to the outstanding balance of the Company's Senior Secured Convertible Promissory Note dated August 31, 2026 (the "August Note") until the August Note has been paid in full (which no longer remains outstanding as of September 4, 2026), second to the Note until the Note has been paid in full, and only thereafter to the Company's Amended and Restated Senior Secured Convertible Note, dated June 11, 2026 (as amended, the "Existing Note"). The Company is obligated to continue making all installment payments required under the Existing Note.

Subject to applicable limitations, the Lender has the right to convert all or any portion of the outstanding amount of the Note into shares of Common Stock (the "Conversion Shares") at a conversion price equal to the greater of (i) seventy percent (70%) of the lowest volume-weighted average price of the Common Stock over the twenty (20) consecutive trading days preceding the applicable conversion date, or (ii) $0.05 (the "Floor Price"), subject to adjustment. The Floor Price is subject to semi-annual adjustment to equal twenty percent (20%) of the lowest volume-weighted average price of the Common Stock over the twenty (20) consecutive trading days immediately preceding the applicable reset date. The Lender is prohibited from converting an amount that would result in the Lender beneficially owning in excess of 4.99% of the outstanding shares of Common Stock (which the Lender may increase to 9.99% in its sole discretion).

Notwithstanding the foregoing, the issuance of Conversion Shares and Warrant Shares is subject to stockholder approval under the applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations. The Company agreed to convene a stockholder meeting to obtain such approval if requested by the Lender, but no later than October 31, 2026.

The foregoing description of the Note and Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Note and Warrants, copies of which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02.

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.