Material Agreement (Form 8-K)

Transactions with Investors of Sarborg Limited

On July 30, 2026, CDT Equity Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain stockholders (collectively, the "Investors") of Sarborg Limited, a Cayman Islands Company ("Sarborg"). Pursuant to the Purchase Agreement, the Investors agreed to sell, to the Company, and the Company agreed to acquire from the Investors, an aggregate of 270 shares of Sarborg (the "Sarborg Shares"), representing approximately 4.76% of the outstanding common stock of Sarborg.

As consideration for the Sarborg Shares, the Company has agreed to issue to the Investors pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 12,131,770 shares of common stock (the "Pre-Funded Warrant Shares" together with the Pre-Funded Warrants, the "Securities").

The Pre-Funded Warrants have an exercise price of $0.0001 per share, subject to adjustment as set forth therein and may not be exercised until such time as the Company obtains the requisite approval from its stockholders in accordance with applicable Nasdaq rules and requirements, including approval for the issuance of the Pre-Funded Warrant Shares upon exercise of the Pre-Funded Warrants, as a whole and in the aggregate, in excess of 19.99% of the common stock or the voting power that was outstanding on the date of the Purchase Agreement.

Pursuant to the Purchase Agreement, the Company has agreed to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a resale registration statement providing for the resale by the Investors of the Pre-Funded Warrant Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, within 60 days of the closing of the Purchase Agreement.

The Purchase Agreement contains customary representations and warranties made by the Company to the Investors and by each Investor to the Company. The Purchase Agreement also contains mutual indemnification provisions, pursuant to which the Company, on the one hand, and each Investor, on the other hand, has agreed to indemnify the other for certain breaches of the Purchase Agreement.

Andrew Regan, a director and the Chief Executive Officer of the Company, is a director of Sarborg and a stockholder of Sarborg through his wholly-owned investment company Corvus Capital Limited ("Corvus"). Corvus participated in the transaction contemplated by the Purchase Agreement and received Pre-Funded Warrants to purchase 5,436,830 Pre-Funded Warrant Shares in exchange for Sarborg shares. Dr. Regan did not receive consideration in excess of that being provided to other Investors.

Chele Farley and Ulrik Olsen are directors of the Company and stockholders of Sarborg; but did not participate in the transactions, did not receive any Securities and will not receive any consideration from the transactions contemplated by the Purchase Agreement.

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