03/30/2026 | Press release | Distributed by Public on 03/30/2026 19:23
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrants | $ 0 (1) | 02/19/2026(1) | J | 9,968,931(1) | 03/17/2026(3) | (3) | Common Stock | 9,968,931 | $ 0 (1) | 14,609,501 | I | By Prospect Finance Limited(2) | |||
| Pre-Funded Warrants | $ 0 (3) | 03/17/2026(3) | J | 51,161,318(1)(3) | 03/17/2026(1) | (3) | Common Stock | 51,161,318 | $ 0 (3) | 0 | I | By Prospect Capital Securities Limited and Prospect Finance Limited(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Taylor Mark Andrew 418 SPEARGRASS FLAT ROAD QUEENSTOWN 00000 |
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Prospect Capital Securities Ltd LEVEL 4 16 VIADUCT HARBOUR AVENUE AUCKLAND 00000 |
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Prospect Finance Ltd LEVEL 4 16 VIADUCT HARBOUR AVENUE AUCKLAND 00000 |
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| /s/ Mark Taylor | 03/30/2026 | |
| **Signature of Reporting Person | Date | |
| Prospect Capital Securities Ltd, by /s/ Mark Taylor | 03/30/2026 | |
| **Signature of Reporting Person | Date | |
| Prospect Finance Ltd, by /s/ Mark Taylor, Director | 03/30/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On February 19, 2026, Prospect Finance Limited, a New Zealand company ("Prospect Finance"), transferred (i) 46,902 shares of common stock, par value $0.0001 per share (the "Common Stock"), of CDT Equity Inc. (the "Issuer"), and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase 9,968,931 shares of Common Stock, to a third party, each for no consideration. |
| (2) | Mark Taylor is the sole director and sole shareholder of each of Prospect Capital Securities Limited, a New Zealand company ("Prospect Capital"), and Prospect Finance. By virtue of these relationships, Mr. Taylor may be deemed to beneficially own the securities held of record by each of Prospect Capital and Prospect Finance. Mr. Taylor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. |
| (3) | On March 17, 2026, following the certification of the results of the Issuer's special meeting of stockholders wherein the stockholders approved the issuance of Common Stock upon the exercise of the Pre-Funded Warrants, the Pre-Funded Warrants became exercisable and Prospect Capital and Prospect Finance each exercised all of their Pre-Funded Warrants pursuant to the "cashless" exercise provision thereof and received 36,544,028 and 14,876,330 shares of Common Stock, respectively. The Pre-Funded Warrants have no expiration date and are exercisable until exercised in full. |