10/27/2026 | Press release | Distributed by Public on 10/27/2026 14:31
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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 | $0.0001 | 07/30/2026 | J(2)(3) | 5,436,830(1)(2)(3)(4) | (2)(3) | (8) | Common Stock | 543,683(1)(2)(3)(4) | $0.0001 | 543,683(1)(2)(3)(4) | I | By Corvus Capital Ltd.(5) | |||
| Pre-Funded Warrants | $0.0001 | 08/28/2026 | X | 543,683(1)(2)(3)(4) | 08/28/2026 | (8) | Common Stock | 543,683(1)(2)(3)(4) | $0.0001 | 0 (2)(3)(4) | I | By Corvus Capital Ltd.(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Regan Andrew 4851 TAMIAMI TRAIL NORTH, SUITE 200 NAPLES, FL 34103 |
X | X | Chief Executive Officer | |
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Corvus Capital Ltd. FLOOR 2, WILLOW HOUSE, CRICKET SQUARE P.O. BOX 709 GRAND CAYMAN KY1-1107 |
X | |||
| /s/ Andrew Regan | 10/27/2026 | |
| **Signature of Reporting Person | Date | |
| CORVUS CAPITAL LTD. /s/ Andrew Regan, Chief Executive Officer | 10/27/2026 | |
| **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) | This Form 4 Amendment (the "Amendment") is being filed to amend the Form 4 filed by Dr. Andrew Regan on September 2, 2026 (the "Original Form 4"), to (i) reflect the 1-for-10 reverse stock split of the outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), of CDT Equity Inc. (the "Issuer") effected on July 20, 2026, (ii) to add Corvus Capital Limited ("Corvus") as a filer due to their status as a 10% owner at the time of the filing of the Original Form 4, and (iii) update certain information regarding Manoira Corporation ("Manoira"). |
| (2) | On July 30, 2026, Corvus entered into that certain securities purchase agreement (the "Agreement") with the Issuer and certain other investors of Sarborg Limited, a Cayman Islands Company ("Sarborg"), named therein, pursuant to which, on July 30, 2026, Corvus sold to the Issuer an aggregate of 120 shares of Sarborg (such shares the "Sarborg Shares") and the Issuer issued to Corvus as consideration for the Sarborg Shares pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 543,683 shares of Common Stock, at an exercise price of $0.0001 per share. |
| (3) | The Pre-Funded Warrants include a "cashless" exercise provision, wherein the holder of the Pre-Funded Warrant is entitled to receive a number of shares of Common Stock generally equal to the quotient obtained by dividing the market price minus the exercise price divided by the market price (as further described in the Pre-Funded Warrant). The Pre-Funded Warrants became exercisable on August 28, 2026, following the receipt of stockholder approval for the issuance of the underlying Common Stock, and, on such date, Corvus exercised all of its Pre-Funded Warrants via cashless exercise and received 543,683 shares of Common Stock. |
| (4) | These shares of Common Stock and Pre-Funded Warrants are owned of record by Corvus. |
| (5) | Corvus is the owner of 87.0% of the equity interests of Manoira and, therefore, may also be deemed to beneficially own the shares of Common Stock held of record by Manoira. Dr. Andrew Regan is the Chief Executive Officer and sole shareholder of Corvus. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock and Pre-Funded Warrants held of record by Manoira and Corvus. Each of Corvus and Dr. Regan disclaims any such beneficial ownership, except to the extent of its or his pecuniary interest therein. |
| (6) | These shares of Common Stock are owned of record by Manoira. |
| (7) | Corvus exercised the Pre-Funded Warrants on a cashless basis, which resulted in the Issuer withholding 290 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants to pay the exercise price. |
| (8) | The Pre-Funded Warrants have been exercised in full. |