CDT Equity Inc.

10/27/2026 | Press release | Distributed by Public on 10/27/2026 14:31

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Regan Andrew
2. Issuer Name and Ticker or Trading Symbol
CDT Equity Inc. [CDT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
4851 TAMIAMI TRAIL NORTH, SUITE 200,
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026
(Street)
NAPLES, FL 34103
4. If Amendment, Date Original Filed (Month/Day/Year)
09/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/28/2026 J 543,683(1)(2)(3) A (1)(2)(3) 569,322 I By Corvus Capital Ltd(4)(5)
Common Stock 08/28/2026 S(2)(3)(7) 29(1)(2)(3)(7) D (1)(2)(3) 569,322 I By Corvus Capital Ltd.(4)(5)
Common Stock 560 D
Common Stock 77 I By Manoira Corporation(5)(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Regan Andrew
4851 TAMIAMI TRAIL NORTH, SUITE 200
NAPLES, FL 34103
X X Chief Executive Officer
Corvus Capital Ltd.
FLOOR 2, WILLOW HOUSE, CRICKET SQUARE
P.O. BOX 709
GRAND CAYMAN KY1-1107
X

Signatures

/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

Explanation of Responses:

* 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.
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