CDT Equity Inc. Announces Strategic Private Placement and Acquisition of Sarborg Limited Shares

Key Highlights

• Private Placement: CDT Equity Inc. (the “Company”) has entered into a Securities Purchase Agreement with accredited investors, effective February 19, 2026, to raise capital through the issuance of common stock and pre-funded warrants.
• Acquisition of Sarborg Limited Shares: As part of the consideration, the Company will acquire Sarborg Limited shares from the investors, representing approximately 20% of the outstanding voting and common stock of Sarborg Limited, significantly expanding the Company’s strategic interests.
• Nasdaq Listing Maintained: The Company’s common stock and redeemable warrants will continue to be listed on The Nasdaq Stock Market LLC under the ticker symbol “CDT”.
• Registration Rights: The Company has agreed to use commercially reasonable efforts to file a resale registration statement within 60 days of closing, enabling investors to resell the shares and warrant shares under the Securities Act of 1933.
• Emerging Growth Company Status: CDT Equity Inc. is classified as an emerging growth company under the Exchange Act, which may impact its disclosure and accounting requirements.
• Customary Representations and Indemnifications: The agreement includes standard representations, warranties, and mutual indemnification provisions between the Company and participating investors.

Details of the Transaction

On February 19, 2026, CDT Equity Inc. entered into a definitive Securities Purchase Agreement with multiple accredited investors under Rule 506 of Regulation D. The transaction structure involves the issuance of:

• Common Stock with a par value of \$0.0001 per share, and
• Pre-Funded Warrants with an exercise price of \$0.0001 per share, subject to adjustment. These warrants are designed to allow investors to purchase CDT Equity shares at a nominal price.

As consideration, the Company is acquiring Sarborg Limited shares from investors. Post-transaction, CDT will own approximately 20% of Sarborg Limited’s voting and common stock, reflecting a significantly increased strategic stake in the business.

Closing Conditions: The closing of the transaction is subject to customary deliverables by both parties, including execution of the Agreement, delivery of Sarborg Shares by investors, and completion of an Accredited Investor Questionnaire. There are also requirements for legal opinions, the absence of injunctions, and the provision of a fairness opinion.

Important Information for Shareholders

• Potential Dilution: The issuance of new shares and warrants may result in dilution of existing shareholders’ stakes, depending on the ultimate exercise of warrants and the number of shares issued in connection with the Sarborg Limited acquisition.
• Material Transaction with Sarborg Limited: The acquisition of a 20% stake in Sarborg Limited is a significant strategic move that may impact CDT’s future financial performance and valuation. The Company and Sarborg Limited are expected to take necessary actions to formalize this ownership structure.
• Registration Statement and Potential for Resale: The commitment to file a resale registration statement within 60 days post-closing provides liquidity to investors and could increase trading volume and volatility in the Company’s shares.
• Emerging Growth Company Disclosure: CDT Equity has indicated its status as an emerging growth company, which allows the Company to utilize certain regulatory exemptions and may result in reduced public disclosure requirements.
• Price Sensitive Disclosures: The Company will be required to file a Form 8-K within four business days of the agreement, disclosing all material terms of the transaction to the market. Following this, all material non-public information will be released, ensuring fair disclosure to all investors.
• No General Solicitation: The securities are being offered exclusively to accredited investors and not via general solicitation or public advertising.
• Restriction on Resale: The securities issued are restricted and may only be resold under an effective registration statement or pursuant to exemptions such as Rule 144.
• Nasdaq Share Cap: The Company may not issue additional shares that would exceed the Nasdaq Share Cap without shareholder approval, which protects against excessive dilution.

Financial and Legal Representations

• The Company affirms it is in good standing, has filed all required SEC reports, and its financial statements comply with GAAP and SEC regulations.
• The Company asserts there are no undisclosed material adverse changes, events, or litigation that would affect its financial position or the value of its securities.
• All shares and warrants issued are duly authorized, validly issued, fully paid, and non-assessable, free of pre-emptive rights and liens, except as provided in the transaction documents.

Investor Safeguards and Indemnification

• The investment agreement includes mutual indemnification clauses, providing legal protection to both the Company and investors in the event of breaches of representations or warranties.
• Amendments to the agreement require the written consent of both the Company and the investors.

Conclusion

Potential Price Impact: This transaction is significant for CDT Equity Inc. as it not only raises capital but also secures a substantial strategic position in Sarborg Limited. The combination of new capital, potential dilution, increased market exposure, and a substantial equity stake in another firm makes this a highly price-sensitive event that could drive meaningful movement in CDT’s share price. Shareholders and potential investors should carefully monitor related filings and consider the implications of these developments.

Disclaimer: This article is provided for informational purposes only and does not constitute investment advice or a solicitation to buy or sell securities. Investors should conduct their own due diligence and consult with their financial and legal advisors before making investment decisions. The information herein is based on the latest available filings and may be subject to change.

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