Form 8-K

8-K — CDT Equity Inc.

Accession: 0001493152-26-036361

Filed: 2026-08-06

Period: 2026-07-31

CIK: 0001896212

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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8-K

8-K (Primary)

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2026-07-31

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2026-07-31

0001896212

CDT:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember

2026-07-31

iso4217:USD

xbrli:shares

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xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 31, 2026

CDT

Equity Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41245

87-3272543

(State

or other jurisdiction

(Commission

(I.R.S.

Employer

incorporation)

File

Number)

Identification

No.)

4851

Tamiami Trail North, Suite 200, Naples, FL

34103

(Address

of principal executive offices)

(Zip

Code)

(646)

491-9132

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

CDT

The

Nasdaq Stock Market LLC

Redeemable

Warrants, each whole warrant exercisable for one share of Common Stock

CDTTW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

previously disclosed on June 11, 2026, CDT Equity Inc. (the “Company”), issued a senior secured convertible promissory note

(the “Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $1,971,000 (the “Principal

Amount”), in connection with a Loan Agreement entered into by and between the Company and the Lender (the “Agreement”).

On June 30, 2026, the Company entered into an Amended and Restated Loan Agreement (the “Amended Loan Agreement”) and an Amended

and Restated Senior Secured Convertible Note (the “Amended Note”) to close the second tranche of the Loan.

July 31, 2026, the Company and the Lender have entered into a second amendment to the Amended Loan Agreement and the Amended

Note (the “Second Amendment”). The Second Amendment

increased the principal amount due under the Amended Note to $2,266,650 and the Amended Note now carries an interest rate of 19%. Among

other things, pursuant to the Second Amendment, the Amended Note is payable to the Lender over twenty-three equal weekly installments

of $104,187.65 starting on August 19, 2026. Pursuant to the Second Amendment, the parties agreed to increase the net proceeds due to

the Lender from the Company’s existing Sales Agreement, dated October 23, 2024 (the “Sales Agreement”), with A.G.P./Alliance

Global Partners (“A.G.P.”) from eighty percent to ninety percent to pay down the weekly installments under the Amended Note.

Additionally, subject to the requisite shareholder approval, the Lender shall have the right, at its sole option, to convert any or all

of the outstanding balance of the Amended Note into shares of common stock of the Company (the “Conversion

Shares”) at a conversion price equal to

the greater of (i) seventy percent of the lowest volume-weighted average price of the Company’s Common Stock over the twenty consecutive

trading days preceding the conversion notice (previously set at ninety percent over ten consecutive trading days) or (ii) the Nasdaq

floor price pursuant to Nasdaq Rule 5635(d). The Second Amendment also extended the date the Company must file a resale registration

statement registering 200% of the number of shares of common stock covering the increased principal outstanding amount under the Second

Amendment to August 31, 2026 and must have such resale registration statement effective by September 11, 2026. Finally, the Second Amendment

advanced the date the Company must obtain stockholder approval to issues shares under the Amended Note to August 28, 2026.

August 3, 2026, the Company and Lender entered into a third amendment to the Amended Note and Amended Loan Agreement (the “Third

Amendment”). Pursuant to the Third Amendment, the Lender advanced $200,000 to the Company, subject to fees, and increased the outstanding

principal balance of the Amended Note to $2,536,650. Additionally, the Company has also issued the Lender warrants to purchase

up to 37,500 shares of the Company’s common stock at a purchase price of $7.20 (the “Warrants” and such shares of common

stock issuable upon exercise, the “Warrant Shares”), in the same form of warrant issued to the Lender on June 11, 2026. Moreover,

the definition of “Floor Price” in the Amended Note and the Amended Loan Agreement shall be adjusted to equal twenty percent

of the lowest volume-weighted average price of the Company’s common stock during the twenty (20) consecutive trading days immediately

preceding the date the Floor Price adjusts, which shall adjust every six months commencing December 11, 2026.

The

issuance of any or all of the Conversion Shares and the Warrant Shares, in the aggregate in excess of 19.99% of the current number of

outstanding shares of common stock of the Company is subject to stockholder approval under applicable rules and regulations of The Nasdaq

Stock Market LLC, to the extent required by such rules and regulations (“Stockholder Approval”).

This

summary is not a complete description of all of the terms of the Second Amendment and the Third Amendment and are qualified in their

entirety by reference to the full text of the Second Amendment and Third Amendment, forms of which are filed as Exhibits 10.1 and 10.2

respectively hereto, which are incorporated by reference into this Item 1.01.

Item

2.03.

Creation

of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item

3.02

Unregistered

Sales of Equity Securities.

The

information set forth under Item 1.01 above is incorporated by reference into this Item 3.02.

The Company issued the Amended

Note and the Warrants, and expects to issue the Conversion Shares and the Warrant Shares,

in reliance on the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) under the Securities

Act as a transaction not involving a public offering.

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Second Amendment between the Company and the Lender dated July 31, 2026

10.2

Third Amendment between the Company and the Lender dated August 3, 2026

104

Cover

Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

CDT

EQUITY INC.

August

6, 2026

By:

/s/

Andrew Regan

Name:

Andrew

Regan

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECOND

AMENDMENT TO LOAN AGREEMENT AND

SECOND

AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE

This

Second Amendment to Loan Agreement and Second Amendment to Senior Secured Convertible

Note (this “Amendment”) is entered into as of

July 31, 2026 (the “Amendment Date”), by and among:

CDT

Equity Inc., a Delaware corporation (the “Company”);

CDT

Equity Ltd., a company incorporated in England and Wales (company no. 13885643) (the “Subsidiary Guarantor”, and

together with the Company, the “Obligors”); and

J.J.

Astor & Co., a Utah corporation (the “Lender”).

RECITALS

On June 11, 2026, the Company and the Lender entered into that certain Loan Agreement (the “Original Loan Agreement”)

and the Company issued to the Lender that certain Senior Secured Convertible Note in the original principal amount of $1,971,000 (the

“Original Note”), together with the Security Agreement, the Registration Rights Agreement, the Guaranty Agreement,

the Payment Direction Agreement, the Warrant, the Deposit Account Control Agreement (Blocked Account), dated June 25, 2026, among the

Company, the Lender, and East West Bank (the “DACA”), and the other Transaction Documents (as defined in the Original

Loan Agreement).

On June 30, 2026, the Company and the Lender entered into an Amended and Restated Loan Agreement and an Amended and Restated Senior Secured

Convertible Note, which, among other things, amended and restated the payment schedule and certain other terms (the Original Loan Agreement,

as so amended, the “Loan Agreement”; the Original Note, as so amended, the “Note”; and together

with all other Transaction Documents, the “Transaction Documents”).

The Company did not make the Minimum Installment Payments otherwise due on July 17, 2026 (Installment #2), July 24, 2026 (Installment

#3), and July 31, 2026 (Installment #4), in each case as numbered under the Note prior to giving effect to this Amendment, each in the

amount of $82,125.00, and did not file the Registration Statement by July 26, 2026 (collectively, the “Accommodated Matters”).

The Lender has not delivered any notice of Event of Default, notice of acceleration, or other demand under the Transaction Documents

in respect of the matters described in Recital C, and nothing in this Amendment shall be construed as a waiver of, or an election of

remedies with respect to, any right of the Lender under the Transaction Documents or applicable law.

The parties desire to amend the Loan Agreement and the Note to (i) provide for the treatment of the Accommodated Matters on the terms

and conditions set forth herein, (ii) reschedule the remaining Minimum Installment Payments, (iii) increase the ATM Waterfall Distribution

percentage payable to the Lender from Eighty Percent (80%) to Ninety Percent (90%), and (iv) provide for the Restructuring Premium and

interest at the Amendment Rate described in Section 4.5 hereof, all as more particularly set forth herein.

AGREEMENT

NOW,

THEREFORE, in consideration of the foregoing recitals, the mutual covenants contained herein, and for other good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE

I DEFINITIONS

Section

1.1 Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Loan Agreement,

the Note, or the other Transaction Documents, as applicable. As used in this Amendment: (a) “Registration Statement” means

the Resale Registration Statement as defined in the Loan Agreement; (b) “DACA Account” means the deposit account of

the Company that is subject to the DACA; and (c) “Guaranty” means the Guaranty Agreement referred to in Recital A,

being the subsidiary guarantee dated June 11, 2026 executed by the Subsidiary Guarantor in favor of the Lender and also referred to in

the Loan Agreement as the Subsidiary Guarantee.

ARTICLE

II ACCOMMODATION

Section

2.1 Accommodation. Subject to the satisfaction of each of the conditions set forth in Section 5.1 of this Amendment and the

Company’s continued compliance with the Transaction Documents as amended hereby, the Lender hereby agrees that the Accommodated

Matters identified in Recital C above shall not constitute, and shall not be deemed to have constituted, an Event of Default under the

Note, the Loan Agreement, or any other Transaction Document (the “Accommodation”). The Accommodation shall become effective

as of the Amendment Date upon the satisfaction of the conditions set forth in Section 5.1.

Section

2.2 Scope of Accommodation; No Modification of Rights. The Accommodation set forth in Section 2.1 is limited solely to the

Accommodated Matters identified herein and shall not be deemed to (a) waive any other existing or future Event of Default (whether known

or unknown), (b) waive any rights or remedies of the Lender arising from or relating to any Event of Default other than the Accommodated

Matters, (c) constitute a course of dealing or obligate the Lender to grant any future waiver, or (d) amend, modify, or impair any other

term, covenant, or condition of the Transaction Documents. If the Company fails to make any Minimum Installment Payment on any Scheduled

Payment Date (as amended hereby) or otherwise breaches any term of the Transaction Documents, the Accommodation shall be automatically

and immediately voided, whereupon each of the Accommodated Matters shall constitute an immediate Event of Default, without notice or

demand, as of the date such matter first arose and as though the Accommodation had never been granted, and the Lender shall be entitled

to exercise all rights and remedies available under the Transaction Documents and applicable law.

Section

2.3 Registration Statement Covenant. Notwithstanding Section 2.1, the Lender expressly reserves all rights, remedies, and

claims arising from the Company’s failure to timely file the Registration Statement, and the Company covenants to file the Registration

Statement with the SEC no later than August 31, 2026, registering for resale two hundred percent (200%) of the number of shares of Common

Stock issuable upon conversion in full of the Amended Principal Balance, including the Restructuring Premium and all interest accruing

at the Amendment Rate through the Amended Maturity Date, at the Floor Price then in effect, determined as of the date of filing, and

without regard to the Exchange Cap or the Beneficial Ownership Cap, together with the shares of Common Stock underlying the Warrant and

the Make Whole Shares, and to cause the same to be declared effective no later than September 11, 2026. Any failure to satisfy the foregoing

covenant shall constitute an immediate Event of Default under the Note. Such reservation of rights shall survive the effectiveness of

this Amendment. The Registration Rights Agreement is hereby amended to replace the filing deadline of July 26, 2026 set forth therein

with August 31, 2026, and to provide that the Registrable Securities thereunder include all securities described in this Section 2.3;

except as so amended, the Registration Rights Agreement remains in full force and effect.

Page 2 of 11

ARTICLE

III AMENDMENTS TO LOAN AGREEMENT

Section

3.1 Amendment to ATM Waterfall Distributions. The definition of “Payment Direction Agreement”

in the Loan Agreement is hereby amended by deleting the ATM Waterfall Distributions set forth therein in their entirety and replacing

them with the following:

“ATM

Waterfall Distributions” means the following allocation of the net proceeds of each ATM Financing, as set forth in the Payment

Direction Agreement:

(i)

Ninety Percent (90%) of all ATM Financing net proceeds shall be distributed to the Lender until the Note has been paid in full, including

the Amended Principal Balance, the Restructuring Premium, all interest accrued at the Amendment Rate, and any applicable Default Amount,

without regard to whether any Minimum Installment Payment is then due or has been satisfied for the relevant week; and

(ii)

The ATM Waterfall Distribution arrangement set forth in this definition shall remain in full force and effect and may not be rescinded,

modified, or suspended by the Company without the prior written consent of the Lender.”

Section

3.2 Amendment to Weekly Installment Payments Definition. The definition of “Weekly Installment Payments” in the

Loan Agreement is hereby amended to read in its entirety as follows:

“Weekly

Installment Payments” means the twenty-three (23) remaining weekly installment payments of $104,187.65 each under the Note,

commencing on August 19, 2026 (the “Amended Commencement Date”) and continuing on each Wednesday thereafter

through January 20, 2027 (the “Amended Maturity Date”), provided that any such payment otherwise due on a day

that is not a Business Day shall be due on the immediately preceding Business Day, which payments shall amortize in full the Amended

Principal Balance, including the Restructuring Premium, together with all interest accruing thereon at the Amendment Rate, in each case

as provided in Section 4.5 of the Second Amendment.”

Section

3.3 Conforming Amendments to ATM Percentages. Each provision of the Loan Agreement that gives effect to the ATM Waterfall Distributions,

including Section 4.10 (ATM Financing; Payment Direction Agreement; Deposit Account Control), is hereby amended by replacing each reference

to “Eighty Percent (80%)” or “80%” with “Ninety Percent (90%)” or “90%”, as applicable.

For the avoidance of doubt, the ATM Waterfall Distributions as amended by Section 3.1 of this Amendment apply in lieu of the tiered allocation

previously set forth in the definition of “Payment Direction Agreement” in the Loan Agreement, being Eighty Percent (80%)

until the applicable weekly installment payment was satisfied, Fifty Percent (50%) thereafter, and Eighty Percent (80%) upon an Event

of Default.

Section

3.4 ATM Program and Listing Covenants. Article IV of the Loan Agreement is hereby amended by adding the following covenants,

each of which shall apply from the Amendment Date until the Note is paid in full: (a) the Company shall maintain the Sales

Agreement, dated October 23, 2024, as amended, with A.G.P./Alliance Global Partners in full force and effect, shall maintain an

effective registration statement and current prospectus permitting sales thereunder, and shall not suspend, reduce, or terminate the

ATM Financing or decline to deliver a placement notice thereunder; (b) the Company shall effect ATM Financings generating net

proceeds of not less than $115,765.00 in each calendar week, commencing with the calendar week in which the Company files its

Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and in any event no later than the calendar week commencing

August 10, 2026, such that the Lender’s Ninety Percent (90%) share is not less than the applicable Minimum Installment

Payment, and the Company shall not apply, and shall not direct or permit A.G.P. or East West Bank to apply, any ATM Financing net

proceeds to any other obligation prior to satisfaction in full of the amounts then payable to the Lender; (c) the Company shall

maintain the listing of the Common Stock on The Nasdaq Capital Market and shall not take, or omit to take, any action that would

reasonably be expected to result in delisting; (d) the Company shall deliver to the Lender copies of all correspondence with Nasdaq

regarding continued listing, and notice of any deficiency, hearing, or determination, within one (1) Business Day of receipt; (e)

the Company shall irrevocably direct A.G.P. in writing to remit, and shall cause A.G.P. to remit, all net proceeds of each ATM

Financing solely and directly to the DACA Account, and to no other account of the Company or of any other Person, shall not amend,

revoke, supersede, or deliver any instruction inconsistent with such direction without the Lender’s prior written consent, and

shall maintain such direction in full force and effect until the Note has been paid in full; and (f) the Company shall deliver to

the Lender, no later than ten (10) Business Days after the Amendment Date, irrevocable transfer agent instructions executed by the

Company and acknowledged in writing by Continental Stock Transfer & Trust Company, reflecting the 1-for-10 reverse stock split

of the Common Stock effective July 17, 2026 and the share reservation required by Section 3.6 of this Amendment. Any breach of this

Section 3.4 shall constitute an immediate Event of Default under the Note.

Page 3 of 11

Section

3.5 Stockholder Approval. Section 4.06 of the Loan Agreement is hereby amended to provide that the Company shall convene its annual

meeting of stockholders no later than August 28, 2026 and use its reasonable best efforts to obtain Stockholder Approval on or before

such date, and shall solicit proxies in favor thereof and cause its board of directors to recommend approval. If Stockholder Approval

is not obtained by such date, the Company shall convene an additional meeting of stockholders not less than once in each calendar quarter

thereafter until Stockholder Approval is obtained. Any failure to comply with this Section 3.5 shall constitute an immediate Event of

Default under the Note.

Section

3.6 Share Reservation. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common

Stock, free from preemptive rights, a number of shares equal to not less than two hundred percent (200%) of the number of shares issuable

upon conversion in full of the Amended Principal Balance, including the Restructuring Premium and all interest accruing at the Amendment

Rate, at the Floor Price, together with the Make Whole Shares and the shares issuable upon exercise of the Warrant. If at any time the

number of authorized but unissued shares of Common Stock is insufficient for such purpose, the Company shall promptly take all corporate

action necessary to increase its authorized Common Stock, including convening a meeting of stockholders and soliciting proxies in favor

thereof. Any failure to comply with this Section 3.6 shall constitute an immediate Event of Default under the Note.

Section

3.7 SEC Reporting; Sarborg Financial Statements. The Company shall (a) file its Quarterly Report on Form 10-Q for the quarter ended

June 30, 2026 with the SEC no later than August 14, 2026, (b) cause to be prepared and filed, within the periods required by the rules

and regulations of the SEC, all separate financial statements of Sarborg Limited required to be filed by reason of the Company’s

investment in Sarborg Limited, together with any audit or review reports of independent accountants required in connection therewith,

(c) remain in compliance with Nasdaq Listing Rule 5250(c)(1) and satisfy any compliance plan submitted to Nasdaq, and (d) promptly, and

in any event within one (1) Business Day, notify the Lender of any determination that any previously issued financial statements should

no longer be relied upon, of any notice from its independent accountants, and of any anticipated delay in any filing described in this

Section 3.7. Any failure to comply with this Section 3.7 shall constitute an immediate Event of Default under the Note.

Page 4 of 11

ARTICLE

IV AMENDMENTS TO NOTE

Section

4.1 Amendment to Payment Schedule. Section 2(a) of the Note is hereby amended by (i) replacing all references to Minimum Installment

Payments commencing June 18, 2026 or July 10, 2026 (as previously amended) with a reference to twenty-three (23) Minimum Installment

Payments of $104,187.65 each commencing on August 19, 2026, and (ii) replacing the “Scheduled Payment Dates” with

the dates set forth in the schedule below, each of which shall be a Business Day (for clarity, the installment that would otherwise fall

on Wednesday, November 11, 2026 is scheduled for Tuesday, November 10, 2026, the immediately preceding Business Day, as November 11,

2026 is a federal holiday):

Scheduled

Payment Date

Installment

Amount

Due

Day

of Week

August 19, 2026

$ 104,187.65

Wednesday

August 26, 2026

$ 104,187.65

Wednesday

September 2, 2026

$ 104,187.65

Wednesday

September 9, 2026

$ 104,187.65

Wednesday

September 16, 2026

$ 104,187.65

Wednesday

September 23, 2026

$ 104,187.65

Wednesday

September 30, 2026

$ 104,187.65

Wednesday

October 7, 2026

$ 104,187.65

Wednesday

October 14, 2026

$ 104,187.65

Wednesday

October 21, 2026

$ 104,187.65

Wednesday

October 28, 2026

$ 104,187.65

Wednesday

November 4, 2026

$ 104,187.65

Wednesday

November 10, 2026

$ 104,187.65

Tuesday

November 18, 2026

$ 104,187.65

Wednesday

November 25, 2026

$ 104,187.65

Wednesday

December 2, 2026

$ 104,187.65

Wednesday

December 9, 2026

$ 104,187.65

Wednesday

December 16, 2026

$ 104,187.65

Wednesday

December 23, 2026

$ 104,187.65

Wednesday

December 30, 2026

$ 104,187.65

Wednesday

January 6, 2027

$ 104,187.65

Wednesday

January 13, 2027

$ 104,187.65

Wednesday

January 20, 2027

$ 104,187.65

Wednesday

Section

4.2 ATM Percentages in Note. To the extent the Note contains any reference to “Eighty Percent (80%)” or “80%”

in connection with ATM Financing net proceeds, whether directly or by incorporation of the ATM Waterfall Distributions from the Loan

Agreement, each such reference is hereby amended to read “Ninety Percent (90%)” or “90%”, as applicable, consistent

with the amended ATM Waterfall Distributions set forth in Section 3.1 of this Amendment.

Section

4.3 Amendment to “Maturity Date” Definition. The definition of “Maturity Date” in Section 1 of the

Note is hereby amended to replace the reference to the original final maturity date with January 20, 2027 as the Amended Maturity

Date, on which date the entire remaining Amended Principal Balance, including the Restructuring Premium and all other amounts then outstanding

under the Note, shall be due and payable in full, subject to earlier acceleration upon an Event of Default.

Page 5 of 11

Section

4.4 No Remaining Grace Periods. In connection with the Accommodation set forth in Article II hereof, the Company acknowledges and

agrees that the two (2) Grace Periods permitted under Section 5(a)(i) of the Note have been fully utilized and that no Grace Period remains

available under the Note, such that following the Amendment Date any failure by the Company to pay a Minimum Installment Payment in full

on the applicable Scheduled Payment Date shall constitute an immediate Event of Default without any cure period, notice, or demand. For

the avoidance of doubt, nothing in this Section 4.4 shall constitute a waiver of any other provision of the Note.

Section

4.5 Restructuring Premium; Amended Principal Balance. In consideration of the Lender’s agreement to the rescheduling and other

accommodations set forth herein, the Company and the Lender agree that, effective as of the Amendment Date, the outstanding principal

balance under the Note is increased by $377,775.00 (the “Restructuring Premium”), such that the aggregate outstanding principal

balance under the Note as of the Amendment Date is $2,266,650.00 (the “Amended Principal Balance”). The Restructuring Premium

is fully earned as of the Amendment Date upon execution and delivery of this Amendment, is not subject to rebate, proration, or refund

for any reason, shall not be affected by and shall survive any failure of the conditions set forth in Section 5.1 to be satisfied, any

failure of the Accommodation to become effective, and any voiding of the Accommodation pursuant to Section 2.2, and shall be treated

as principal of the Note for all purposes of the Transaction Documents, including for purposes of conversion, prepayment, and the calculation

of any Default Amount. The Restructuring Premium shall be paid as part of the Minimum Installment Payments and in any event in full on

or before the Amended Maturity Date, without prejudice to the Lender’s right to apply ATM Financing net proceeds, DACA Account

balances, or any prepayment to the Restructuring Premium at any time. Each Minimum Installment Payment shall be applied first to accrued

and unpaid interest at the Amendment Rate and then to the Amended Principal Balance, including the Restructuring Premium. The Minimum

Installment Payments have been calculated to amortize the Amended Principal Balance, including the Restructuring Premium, together with

all interest accruing at the Amendment Rate, in full on the Amended Maturity Date, and the final Minimum Installment Payment shall be

increased or decreased as necessary to pay in full all amounts then outstanding under the Note. Each party acknowledges that the Restructuring

Premium is not a penalty or a forfeiture but rather a reasonable estimate, agreed between sophisticated parties represented by counsel,

of the Lender’s costs, lost opportunity, and diminished credit position arising from the rescheduling of the Minimum Installment

Payments and the extension of the Amended Maturity Date, the actual amount of which would be impracticable or extremely difficult to

determine. Interest shall accrue on the Amended Principal Balance from and after July 21, 2026 (the date on which an Event of Default

would first have occurred under Section 5(a)(i) of the Note but for the Accommodation) at the rate of nineteen percent (19%) per annum,

compounded daily on the basis of a 360-day year (the “Amendment Rate”), calculated on the Amended Principal Balance

outstanding from time to time after giving effect to payments applied thereto. Interest accruing at the Amendment Rate is in addition

to, and does not duplicate, the Restructuring Premium, which compensates the Lender solely for the period ending on July 21, 2026. Neither

the Restructuring Premium nor interest at the Amendment Rate limits, satisfies, or is in lieu of any liquidated damages, fees, costs,

or other amounts included in the definition of “Default Amount” in Section 1 of the Note, all of which remain payable in

accordance with the Note. Interest accruing at the Amendment Rate shall be payable as part of the Minimum Installment Payments, provided

that the Lender may apply ATM Financing net proceeds, DACA Account balances, or any prepayment to accrued interest at any time.

Page 6 of 11

Section

4.6 Amendment Conversion Price; Make Whole Shares. Notwithstanding any holding period or other restriction on conversion set

forth in Section 2 of the Note, from and after the Amendment Date and without regard to whether an Event of Default has occurred,

the Lender may convert all or any portion of the Amended Principal Balance, including the Restructuring Premium and all accrued and

unpaid interest at the Amendment Rate, into shares of Common Stock at a price per share (the “Amendment Conversion

Price”) equal to the greater of (a) seventy percent (70%) of the lowest volume-weighted average price of the Common Stock

during the twenty (20) consecutive Trading Days immediately preceding the applicable conversion date and (b) the Floor Price. If the

Floor Price applies to any conversion at the Amendment Conversion Price, the Company shall issue Make Whole Shares calculated in

accordance with the Note as though such conversion were a conversion of the Default Amount, and to the extent the issuance of any

Make Whole Shares would cause the Maximum Conversion Shares to be exceeded absent Stockholder Approval, the Company shall settle the

value of such excess in cash, in immediately available funds, within three (3) Business Days of the applicable conversion date,

valued at the closing market price of the Common Stock on such conversion date. Conversions at the Amendment Conversion Price remain

subject to (i) the Maximum Conversion Shares as defined in the Loan Agreement, which, as provided in the Note, may not exceed the

Exchange Cap of 19.99% of the Company’s outstanding shares of Common Stock calculated on a non-diluted basis absent

Stockholder Approval, (ii) the Beneficial Ownership Cap of 4.99% of the Company’s then-outstanding Common Stock, which the

Lender may increase to 9.99% in its sole discretion upon notice to the Company, and (iii) the Conversion Price Reductions set forth

in the Note, and the Maximum Conversion Shares shall be subject to appropriate increase upon any reduction of the Amendment

Conversion Price thereunder.

Section

4.7 Default Rate Step-Up. If at any time after the Amendment Date an Event of Default occurs, including any Event of Default arising

under Section 2.2 hereof upon the voiding of the Accommodation, then, in addition to and without limiting the Default Amount or any other

right or remedy of the Lender under the Transaction Documents, the Amendment Rate shall automatically increase from nineteen percent

(19%) per annum to twenty-four percent (24%) per annum, compounded daily on the basis of a 360-day year, without notice, demand, or any

further act of the Lender, and shall continue at such increased rate until all Obligations have been paid in full. Such increase shall

apply retroactively to the entire period from and after July 21, 2026, and interest for that period shall be recalculated at twenty-four

percent (24%) per annum in lieu of, and not in addition to, interest previously accrued at nineteen percent (19%) per annum. All interest

accruing at the increased rate shall be due and payable on demand and, if not paid, shall be added to and constitute principal of the

Note for all purposes of the Transaction Documents, including for purposes of conversion at the Amendment Conversion Price, and shall

be secured by the Collateral and guaranteed by the Subsidiary Guarantor under the Guaranty. Each party acknowledges that the increased

rate is a reasonable estimate, agreed between sophisticated parties represented by counsel, of the additional cost and risk to the Lender

of a further Event of Default following the accommodations granted herein, and is not a penalty or a forfeiture.

ARTICLE

V CONDITIONS TO EFFECTIVENESS

Section

5.1 Conditions to the Accommodation. This Amendment shall become effective as of the Amendment Date upon its execution and delivery by

each of the parties. The effectiveness of the Accommodation set forth in Article II, and only the Accommodation, is subject to the satisfaction

of each of the following conditions, and no other provision of this Amendment is conditioned upon any of them:

(a)

The Lender shall have received this Amendment, duly executed and delivered by each Obligor.

(b)

No Event of Default (other than the Accommodated Matters addressed in Article II hereof) shall have occurred and be continuing.

Page 7 of 11

(c)

The representations and warranties of the Obligors set forth herein and in the Transaction Documents shall be true and correct in all

material respects as of the Amendment Date.

(d)

The Payment Direction Agreement shall have been amended and/or restated (or a new Payment Direction Agreement executed) to (i) reflect

the amended ATM Waterfall Distributions (Ninety Percent (90%)) set forth in Section 3.1 of this Amendment, (ii) replace each reference

therein to “Eighty Percent (80%)” or “80%” with “Ninety Percent (90%)” or “90%”, as applicable,

including in Section 3 and Section 5 thereof, (iii) provide that the Minimum ATM Shares covenant in Section 5 thereof is measured against

the Amended Principal Balance, including the Restructuring Premium and all interest accruing at the Amendment Rate through the Amended

Maturity Date, (iv) amend Section 7(b) thereof to provide that the Company may not assign, transfer, or delegate any of its rights or

obligations thereunder without the Lender’s prior written consent, and (v) provide that all net proceeds of each ATM Financing

shall be remitted solely and directly to the DACA Account and to no other account of the Company or of any other Person, and shall have

been delivered to the Lender and executed by AGP/Alliance Global Partners.

(e)

The Company shall have delivered to the Lender a certificate of an authorized officer setting forth the adjustments to the Conversion

Price, the Floor Price, the Maximum Conversion Shares, the number of shares issuable upon exercise of the Warrant, and the Warrant exercise

price, in each case giving effect to the 1-for-10 reverse stock split of the Common Stock that became effective on July 17, 2026, and

confirming that no further adjustment is required in respect thereof.

(f)

The Lender shall have received (i) resolutions of the board of directors of the Company and (ii) a written resolution of the board of

directors or sole Managing Director of the Subsidiary Guarantor, in each case certified as of the Amendment Date by an officer or director

of the relevant Obligor as being in full force and effect, authorizing the execution, delivery, and performance of this Amendment and,

in the case of the Subsidiary Guarantor, its consent to the increase in the obligations guaranteed under the Guaranty.

(g)

The Lender shall have received the Irrevocable Payment Instructions contemplated by the Payment Direction Agreement, in form and substance

acceptable to the Lender in all respects, executed by the Company and acknowledged in writing by AGP/Alliance Global Partners, directing

that all net proceeds of each ATM Financing be remitted solely and directly to the DACA Account and to no other account of the Company

or of any other Person.

Section

5.2 Effect of Non-Satisfaction. If any condition set forth in Section 5.1 is not satisfied, the Accommodation shall not become effective,

but this Amendment shall otherwise remain in full force and effect in accordance with its terms, including Article III, Article IV (and

in particular the Restructuring Premium, the Amended Principal Balance, the Amendment Rate, the Amendment Conversion Price, and the Default

Rate Step-Up), Article VI, and Article VII, and the Lender shall retain all rights and remedies in respect of the matters described in

Recital C as though the Accommodation had never been granted. No failure of any condition set forth in Section 5.1 shall reduce, rebate,

refund, or otherwise affect the Restructuring Premium or any interest accrued at the Amendment Rate.

Page 8 of 11

ARTICLE

VI REPRESENTATIONS AND WARRANTIES

Section

6.1 Obligor Representations. Each Obligor represents and warrants to the Lender, as of the Amendment Date, that:

(a)

It has the corporate power and authority to execute, deliver, and perform its obligations under this

Amendment. The execution, delivery, and performance of this Amendment has been duly authorized by all necessary corporate action.

(b)

This Amendment constitutes the legal, valid, and binding obligation of each Obligor, enforceable

against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting

creditors’ rights generally.

(c)

After giving effect to the Accommodation, no Event of Default has occurred and is continuing under any Transaction Document.

(d)

No material adverse change in the business, operations, financial condition, assets, liabilities, or prospects of either Obligor has

occurred since March 31, 2026, the date of the balance sheet included in the Company’s Quarterly Report on Form 10-Q for the quarter

then ended, filed with the SEC on July 15, 2026.

(e)

The Amended Principal Balance of $2,266,650.00 is due and owing to the Lender as of the Amendment Date, together with accrued and unpaid

interest thereon at the Amendment Rate from July 21, 2026, is not subject to any defense, setoff, counterclaim, recoupment, reduction,

or deduction of any kind, and each Obligor waives any right to assert any of the foregoing. Each Obligor acknowledges that the Restructuring

Premium constitutes valid consideration bargained for at arm’s length and has been fully earned by the Lender as of the Amendment

Date.

(f)

No judgment against either Obligor has resulted in any lien, levy, attachment, garnishment, or execution upon any Collateral or upon

the DACA Account, no Obligor shall permit any such result, and each Obligor shall notify the Lender within one (1) Business Day of any

enforcement step taken by any judgment creditor.

(g)

As of the Amendment Date, the Company reaffirms the representations set forth in the recitals to the Payment Direction Agreement as to

the ATM Maximum Offering Capacity of $76,077,218, and represents that, under the Sales Agreement and under an effective registration

statement and current prospectus permitting sales thereunder, it may offer and sell shares of Common Stock having an aggregate offering

price of not less than the Available ATM Capacity, which is $75,710,913.47 as of the Amendment Date, the Company having effected no sales

of Common Stock or Common Stock Equivalents under the ATM Financing since June 11, 2026, and that such Available ATM Capacity is sufficient

to fund the ATM Financings required by Section 3.4(b) of this Amendment through the Amended Maturity Date. The Company shall notify the

Lender within one (1) Business Day if the Available ATM Capacity at any time falls below the aggregate of the Minimum Installment Payments

then remaining, or if the Company’s ability to offer and sell the full Available ATM Capacity becomes limited by any requirement

of law or of the SEC, and any failure to give such notice shall constitute an immediate Event of Default under the Note.

Page 9 of 11

ARTICLE

VII MISCELLANEOUS

Section

7.1 Confirmation of Transaction Documents. Each Obligor hereby ratifies, confirms, and reaffirms in all respects its obligations

under each of the Transaction Documents to which it is a party, as amended hereby. The Subsidiary Guarantor hereby confirms that its

Guaranty remains in full force and effect and covers all obligations of the Company under the Transaction Documents, as amended hereby,

including the Amended Principal Balance and the Restructuring Premium. The Subsidiary Guarantor consents to this Amendment and to the

increase in the obligations guaranteed thereby, and waives any defense to enforcement of the Guaranty, and any right to be discharged

or released in whole or in part, arising from this Amendment, the increase in the guaranteed obligations, the rescheduling of the Minimum

Installment Payments, or the Lender’s forbearance from exercising any right or remedy. The Security Agreement, the DACA, and all

security interests granted thereunder remain in full force and effect and are unaffected by this Amendment. The Company shall not amend,

terminate, replace, or give any instruction under the DACA or in respect of the DACA Account without the Lender’s prior written

consent, and any breach of this sentence shall constitute an immediate Event of Default. The Company further acknowledges and agrees

that, from and after the Amendment Date and without regard to whether an Event of Default has occurred, the Lender may instruct East

West Bank to transfer all available balances in the DACA Account to the Lender on each Business Day, without any further consent, instruction,

or authorization of the Company, and the Company shall not contest, delay, or interfere with any such instruction.

Section

7.2 Effect of Amendment; Entire Agreement. Except as expressly modified by this Amendment, each of the Transaction Documents remains

in full force and effect. In the event of any conflict between this Amendment and the Loan Agreement, the Note, or any other Transaction

Document, the terms of this Amendment shall control. This Amendment, together with the Transaction Documents, constitutes the entire

agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements,

representations, and understandings with respect to such subject matter.

Section

7.3 Reservation of Rights. Nothing in this Amendment shall be deemed to limit or modify any right, remedy, power, or privilege of the

Lender under the Transaction Documents or applicable law, other than as expressly set forth herein. All such rights and remedies

remain available to the Lender in accordance with their terms and shall be exercisable in full if the Accommodation is voided pursuant

to Section 2.2 of this Amendment. No delay or forbearance by the Lender in exercising any right or remedy shall constitute a waiver thereof.

Section

7.4 Governing Law; Jurisdiction. This Amendment shall be governed by and construed in accordance with the internal laws of the State

of Utah, without regard to the principles of conflict of laws thereof. The parties hereby submit to the exclusive jurisdiction of the

state and federal courts sitting in Salt Lake County, Utah for the resolution of any dispute arising out of or relating to this Amendment.

Section

7.5 Counterparts. This Amendment may be executed in one or more counterparts (including by facsimile

or PDF electronic signature), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Section

7.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties and their respective successors

and permitted assigns.

Section

7.7 Costs and Expenses. The Company shall pay the reasonable and documented legal fees and expenses of the Lender’s counsel

incurred in connection with the review of the Company’s payment failures, the preparation of default and reservation-of-rights

correspondence, and the preparation, negotiation, and execution of this Amendment, together with all costs and expenses (including attorneys’

fees) incurred by the Lender in connection with any future enforcement of, or the exercise of any right or remedy under, the Transaction

Documents. Such amounts shall be due on demand and, if not paid within five (5) Business Days of demand, shall be added to and constitute

part of the Amended Principal Balance.

Section

7.8 Release. Each Obligor, on behalf of itself and its successors, assigns, and affiliates, hereby releases and forever discharges

the Lender and its affiliates, officers, directors, employees, agents, and attorneys from any and all claims, demands, actions, causes

of action, damages, costs, expenses, and liabilities of any kind, whether known or unknown, suspected or unsuspected, at law or in equity,

that such Obligor now has or may have arising out of or relating to the Transaction Documents, the loans evidenced

thereby, or any act or omission of the Lender on or prior to the Amendment Date, including any claim relating to the administration of

the ATM Financing, the Payment Direction Agreement, or the DACA Account. Each Obligor acknowledges that it may hereafter discover facts

different from or in addition to those it now believes to be true and agrees that this release shall remain effective notwithstanding

any such discovery. This Section 7.8 shall survive the termination of this Amendment and the payment in full of the Note.

[SIGNATURE

PAGE FOLLOWS]

Page 10 of 11

WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

J.J. ASTOR & CO.

By:

/s/ Michael Pope

Name:

Michael Pope

Title:

Chief Executive Officer

Date:

July 31, 2026

CDT EQUITY INC.

By:

/s/ Andrew Regan

Name:

Dr. Andrew Regan

Title:

Chief Executive Officer

Date:

July 31, 2026

CDT EQUITY LTD.

(solely with respect to Articles II, III, IV, V, VI, and VII,

including the Restructuring Premium set forth in Section 4.5, and confirmation of the Guaranty)

By:

/s/ James Bligh

Name:

James Bligh

Title:

Managing Director

Date:

July 31, 2026

Page 11 of 11

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

THIRD

AMENDMENT TO LOAN AGREEMENT AND

THIRD

AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE

This

Third Amendment to Loan Agreement and Third Amendment to Senior Secured Convertible Note (this “Amendment”) is entered

into as of August 3, 2026 (the “Third Amendment Date”), by and among:

CDT

Equity Inc., a Delaware corporation (the “Company”);

CDT

Equity Ltd., a company incorporated in England and Wales (company no. 13885643) (the “Subsidiary Guarantor”, and together

with the Company, the “Obligors”); and

J.J.

Astor & Co., a Utah corporation (the “Lender”).

RECITALS

On June 11, 2026, the Company and the Lender entered into that certain Loan Agreement and the Company issued to the Lender that certain

Senior Secured Convertible Note in the original principal amount of $1,971,000, together with the Security Agreement, the Registration

Rights Agreement, the Guaranty Agreement, the Payment Direction Agreement, the Warrant, the Deposit Account Control Agreement (Blocked

Account), dated June 25, 2026, among the Company, the Lender, and East West Bank (the “DACA”), and the other Transaction

Documents.

On June 30, 2026, the Company and the Lender entered into an Amended and Restated Loan Agreement and the Company issued an Amended and

Restated Senior Secured Convertible Note in connection with the funding of the second tranche of the Loan.

On July 31, 2026, the Obligors and the Lender entered into that certain Second Amendment to Loan Agreement and Second Amendment to Senior

Secured Convertible Note (the “Second Amendment”), pursuant to which, among other things, (i) the outstanding principal

balance of the Existing Note was increased by the Restructuring Premium to $2,266,650.00 (the “Amended Principal Balance”),

(ii) interest accrues on the Amended Principal Balance at the Amendment Rate of nineteen percent (19%) per annum, compounded daily on

the basis of a 360-day year, (iii) the remaining Minimum Installment Payments were rescheduled as twenty-three (23) weekly installments

of $104,187.65 each, commencing August 19, 2026 and continuing through the Amended Maturity Date of January 20, 2027, and (iv) the ATM

Waterfall Distribution payable to the Lender was increased to Ninety Percent (90%). The Amended and Restated Loan Agreement, as amended

by the Second Amendment and as further amended hereby, is referred to herein as the “Loan Agreement”; the Amended and

Restated Senior Secured Convertible Note, as amended by the Second Amendment is referred to herein as the “Existing Note”;

the additional note referred to in Section 2.3 below is referred to as the “Additional Note”, and the Existing Note and the

Additional Note are collectively referred to as the “Note”. The Loan Agreement, the Note and all other Transaction

Documents entered into in connection with the Loan Agreement are collectively referred to as the “Transaction Documents”.

The Company has requested that the Lender advance to the Company an additional $200,000 under the Loan Agreement, and the Lender is willing

to make such advance, on and subject to the terms and conditions set forth in this Amendment.

Section 5.05 of the Loan Agreement provides that the Loan Agreement may be amended by a written instrument signed by the Company and

the Lender, and Section 7 of the Existing Note provides that the Existing Note may be amended in accordance with Section 5.05 of the

Loan Agreement.

AGREEMENT

NOW,

THEREFORE, in consideration of the foregoing recitals, the mutual covenants contained herein, and for other good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE

I DEFINITIONS

Section

1.1 Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Loan Agreement,

the Note, the Second Amendment, or the other Transaction Documents, as applicable, including, without limitation, “Amendment Rate”,

“Amendment Conversion Price”, “Amended Maturity Date”, “Restructuring Premium”, “Floor Price”,

“Make Whole Shares”, “Maximum Conversion Shares”, “Exchange Cap”, “Beneficial Ownership Cap”,

and “Registration Statement”.

ARTICLE

II ADDITIONAL ADVANCE

Section

2.1 Additional Advance. Subject to the satisfaction of each of the conditions set forth in Article IV of this Amendment, the Lender

shall advance to the Company the sum of $200,000.00 (the “Additional Advance”), less an origination fee of $8,000.00

(being four percent (4%) of the Additional Advance, the “Additional Origination Fee”), such that the net amount funded

to the Company shall be $192,000.00, less lender legal of $10,000.00 and wire and processing fees of $150.00, such that the net amount

to be wired to the Company shall be $181,850.00, to be remitted in accordance with a flow of funds agreement or written payment direction

acceptable to the Lender, in the form attached hereto as Exhibit A. The Additional Advance shall be funded on the first Business Day

on which all conditions set forth in Article IV have been satisfied or waived in writing by the Lender (the “Additional Advance

Funding Date”), which the parties anticipate will be August 4, 2026. The Lender shall have no obligation to fund the Additional

Advance unless and until each such condition is satisfied or so waived.

Section

2.2 Increase in Principal Balance. Effective upon the funding of the Additional Advance on the Additional Advance Funding Date, the

outstanding principal balance of the Note shall be increased by $270,000.00, reflecting the factor rate of 1.35 times the amount of the

Additional Advance consistent with the structure of the original Loan (the “Additional Principal Amount”), such that,

assuming no payments of principal are made between the Third Amendment Date and the Additional Advance Funding Date, the aggregate outstanding

principal balance of the Note shall be $2,536,650.00 (the “Third Amendment Principal Balance”). The Additional Principal

Amount shall be treated as principal of the Note for all purposes of the Transaction Documents, including for purposes of conversion,

prepayment, and the calculation of any Default Amount.

Section

2.3 Single Facility; No New Note. The Additional Advance is made by the Lender to the Company under, and constitutes a Loan under,

the Loan Agreement, and shall be evidenced by the Note as amended by this Amendment, without the issuance of any new or separate promissory

note; provided that, at the request of the Lender, the Company shall execute and deliver an amended and restated Note combining the Existing

Note and the Additional Note and reflecting the Third Amendment Principal Balance and the amended payment schedule set forth herein.

The Additional Advance and the Additional Principal Amount constitute “Obligations” under and as defined in the Loan Agreement

and the Security Agreement, constitute Permitted Indebtedness under clause (a) of the definition thereof, are approved by and consented

to by the Lender for all purposes of Section 4.01(a) of the Loan Agreement, and are secured by all Collateral under the Security Agreement

and the other Transaction Documents and guaranteed by the Subsidiary Guarantor under the Guaranty, in each case without any further act,

filing, or instrument.

Section

2.4 No Conversion Price Reduction; Exempt Issuance. The parties acknowledge and agree that the Additional Advance, the Additional

Principal Amount, and the shares of Common Stock issuable upon conversion thereof (i) have been approved and consented to in writing

in advance by the Lender, (ii) constitute an Exempt Issuance for all purposes of the Transaction Documents, and (iii) shall not trigger,

and shall not be deemed to trigger, any Conversion Price Reduction, most favored nations right, or similar adjustment under the Transaction

Documents.

Section

2.5 Warrant Amendment; Increase in Warrant Shares. Effective on the Additional Advance Funding Date, the Warrant issued by the Company

to the Lender on June 11, 2026 is hereby amended such that the number of shares of Common Stock issuable upon exercise thereof is increased

by 37,500 shares of Common Stock (such additional shares, the “Additional Warrant Shares”), at a per share exercise price equal

to the exercise price of the Warrant as in effect on the Additional Advance Funding Date (after giving effect to the 1-for-10 reverse

stock split of the Common Stock effective July 17, 2026 and any other adjustments under the Warrant), and otherwise on the same terms

and conditions set forth in the Warrant, without the issuance of any new or separate warrant instrument; provided that, at the request

of the Lender, the Company shall execute and deliver an amended and restated Warrant reflecting such increase. This Section 2.5 constitutes

an amendment to the Warrant in accordance with its terms, and each reference in the Transaction Documents to the “Warrant”

shall be deemed a reference to the Warrant as amended hereby. The Additional Warrant Shares shall be included in the share reservation

measured under Section 3.5 of this Amendment, shall constitute Registrable Securities included in the Registration Statement described

in Section 3.4 of this Amendment, and the issuance thereof shall constitute an Exempt Issuance.

ARTICLE

III AMENDMENTS TO LOAN AGREEMENT AND NOTE

Section

3.1 Amended Minimum Installment Payments. Effective upon the Additional Advance Funding Date, the definition of “Weekly Installment

Payments” in the Loan Agreement and the payment schedule set forth in Section 2(a) of the Existing Note (in each case as amended

by the Second Amendment) are hereby amended such that each of the twenty-three (23) Minimum Installment Payments under the Note, commencing

August 19, 2026 and continuing on each Wednesday thereafter (or, if any such date is not a Business Day, the immediately preceding Business

Day) through January 20, 2027, shall remain $104,187.65, unchanged from the Second Amendment, and three (3) additional weekly Minimum

Installment Payments shall be due on January 27, 2027 and February 3, 2027, each in the amount of $104,187.65, and on February 10, 2027

in the amount of $88,880.21 (each a Wednesday), and the Amended Maturity Date is hereby extended from January 20, 2027 to February 10,

2027, with each reference in the Transaction Documents to the “Amended Maturity Date” deemed a reference to February 10, 2027,

which twenty-six (26) payments have been calculated to amortize in full the Third Amendment Principal Balance of the Note, including

the Restructuring Premium and the Additional Principal Amount, together with all interest accruing thereon at the Amendment Rate, by

the Amended Maturity Date, and the final Minimum Installment Payment shall be increased or decreased as necessary to pay in full all

amounts then outstanding under the Note.

The

Minimum Installment Payments, as amended by this Amendment, shall be due as set forth in the following schedule:

Scheduled Payment Date

Installment #

Amount Due

Day of Week

August 19, 2026

$ 104,187.65

Wednesday

August 26, 2026

$ 104,187.65

Wednesday

September 2, 2026

$ 104,187.65

Wednesday

September 9, 2026

$ 104,187.65

Wednesday

September 16, 2026

$ 104,187.65

Wednesday

September 23, 2026

$ 104,187.65

Wednesday

September 30, 2026

$ 104,187.65

Wednesday

October 7, 2026

$ 104,187.65

Wednesday

October 14, 2026

$ 104,187.65

Wednesday

October 21, 2026

$ 104,187.65

Wednesday

October 28, 2026

$ 104,187.65

Wednesday

November 4, 2026

$ 104,187.65

Wednesday

November 10, 2026

$ 104,187.65

Tuesday

November 18, 2026

$ 104,187.65

Wednesday

November 25, 2026

$ 104,187.65

Wednesday

December 2, 2026

$ 104,187.65

Wednesday

December 9, 2026

$ 104,187.65

Wednesday

December 16, 2026

$ 104,187.65

Wednesday

December 23, 2026

$ 104,187.65

Wednesday

December 30, 2026

$ 104,187.65

Wednesday

January 6, 2027

$ 104,187.65

Wednesday

January 13, 2027

$ 104,187.65

Wednesday

January 20, 2027

$ 104,187.65

Wednesday

January 27, 2027

$ 104,187.65

Wednesday

February 3, 2027

$ 104,187.65

Wednesday

February 10, 2027

$ 88,880.21

Wednesday

Section

3.2 Interest. (a) Interest shall accrue on the Additional Principal Amount at the Amendment Rate of nineteen percent (19%) per annum,

compounded daily on the basis of a 360-day year, from and after the Additional Advance Funding Date, and shall be payable as part of

the Minimum Installment Payments. (b) Upon the occurrence of an Event of Default, the Default Rate Step-Up set forth in Section 4.7 of

the Second Amendment (pursuant to which the Amendment Rate of nineteen percent (19%) per annum is increased to twenty-four percent (24%)

per annum) shall apply to the Additional Principal Amount and all interest thereon in the same manner as it applies to the remainder

of the Note; provided that the retroactive recalculation of interest at the stepped-up rate required by Section 4.7 of the Second Amendment

shall, in respect of the Additional Principal Amount only, be made from the Additional Advance Funding Date rather than from July 21,

2026, the Additional Principal Amount not having been outstanding prior to the Additional Advance Funding Date. (c) Section 4.7 of the

Second Amendment is hereby further amended such that, whether or not an Event of Default has occurred and is continuing, the Default

Rate Step-Up shall also apply to the entire outstanding principal balance of the Note during each period (i) commencing on the first

date on which the Common Stock has traded below the Floor Price then in effect for five (5) consecutive Trading Days and (ii) ending

on the first date thereafter on which the Common Stock has traded at or above the Floor Price then in effect for five (5) consecutive

Trading Days; and the Default Rate Step-Up under this clause (c) shall apply prospectively only during each such period and shall not

give rise to any retroactive recalculation of interest.

Section

3.3 Conversion. The Additional Principal Amount and all accrued and unpaid interest thereon shall be convertible at the option of

the Lender at the Amendment Conversion Price, on the terms and subject to the conditions set forth in Section 4.6 of the Second Amendment,

and all conversions shall remain subject to (i) the Maximum Conversion Shares and the Exchange Cap of 19.99% of the Company’s outstanding

shares of Common Stock calculated on a non-diluted basis absent Stockholder Approval, applied on an aggregated basis across the Note

and any other transactions required to be aggregated therewith under the applicable rules of The Nasdaq Stock Market, with cash settlement

of any excess as provided in Section 2(f) of the Note, and (ii) the Beneficial Ownership Cap.

Section

3.4 Registration. The shares of Common Stock issuable upon conversion of the Additional Principal Amount and all interest accruing

thereon at the Amendment Rate through the Amended Maturity Date shall constitute Registrable Securities under the Registration Rights

Agreement, as amended by the Second Amendment, and shall be included in the Registration Statement required to be filed no later than

August 31, 2026 pursuant to Section 2.3 of the Second Amendment, with the 200% coverage requirement set forth therein measured by reference

to the Third Amendment Principal Balance.

Section

3.5 Share Reservation. The share reservation covenant set forth in Section 3.6 of the Second Amendment shall be measured by reference

to the Third Amendment Principal Balance, including the Restructuring Premium and the Additional Principal Amount and all interest accruing

at the Amendment Rate.

Section

3.6 ATM Covenant. The weekly ATM Financing net proceeds covenant of “not less than $115,765.00” set forth in Section 3.4(b)

of the Second Amendment remains unchanged and shall continue to apply through the Amended Maturity Date as extended by Section 3.1 of

this Amendment, such that the Lender’s Ninety Percent (90%) share of such net proceeds is not less than the Minimum Installment

Payment as amended by Section 3.1 of this Amendment. The Company shall commence or resume ATM Financings in accordance with Section 3.4(b)

of the Second Amendment no later than the calendar week commencing August 10, 2026, and any failure to do so shall constitute an immediate

Event of Default under the Note.

Section

3.7 Conforming References. From and after the Additional Advance Funding Date, each reference in the Second Amendment or any other

Transaction Document to the “Amended Principal Balance” shall be deemed a reference to the Third Amendment Principal Balance,

as reduced by payments applied thereto from time to time.

Section

3.8 Floor Price Reset. Notwithstanding anything to the contrary in the Note or the Loan Agreement, the definition of “Floor

Price” is hereby amended to provide that, on December 11, 2026 and on each date that is six (6) months thereafter until the Note

has been paid in full (each, a “Floor Reset Date”), the Floor Price shall be adjusted to equal twenty percent (20%) of the

lowest volume-weighted average price of the Common Stock during the twenty (20) consecutive Trading Days immediately preceding such Floor

Reset Date; provided that no such adjustment shall increase the Floor Price then in effect. Any reduction of the Floor Price pursuant

to this Section 3.8 shall not constitute a Conversion Price Reduction, and the share reservation under Section 3.5 of this Amendment

and the Registration Statement coverage described in Section 3.4 of this Amendment shall be recalculated to give effect to each such

adjustment. In addition, if the Company at any time prior to the payment in full of the Note sells or issues any Common Stock, Common

Stock Equivalents, convertible Note, convertible preferred stock, or warrants with a sale, conversion, or exercise price below the Floor

Price then in effect, the Floor Price shall automatically be reset to such lower price, subject to appropriate adjustment for any stock

split, stock dividend, stock combination, or similar transaction.

Section

3.9 Restrictions on Additional Indebtedness and Equity Issuances. Article IV of the Loan Agreement is hereby amended by adding the

following covenant, which shall apply from the Third Amendment Date until the Note has been paid in full: the Company shall not, and

shall not permit the Subsidiary Guarantor to, directly or indirectly, (a) create, incur, assume, or guarantee any Indebtedness, other

than the Obligations, trade payables incurred in the ordinary course of business, and Indebtedness existing on the Third Amendment Date

and disclosed in writing to the Lender on or prior to the Third Amendment Date (without any increase in the principal amount thereof),

or (b) issue or sell any shares of Common Stock or Common Stock Equivalents, or enter into any variable rate, reset, or otherwise adjustable

equity or equity-linked transaction, or (c) engage any investment bank, placement agent, or other funding source in connection with any

offering or capital raise, or enter into any agreement to do any of the foregoing, in each case without the prior written consent of

the Lender; provided that the foregoing shall not restrict (i) sales of Common Stock pursuant to the ATM Financing effected in accordance

with Section 3.4 of the Second Amendment and the Payment Direction Agreement, and the maintenance and performance of the Sales Agreement

described in Section 3.4(a) of the Second Amendment solely in connection with the ATM Financing (but not the engagement of any other

investment bank, placement agent, or funding source, and not any expansion of such engagement beyond the ATM Financing), (ii) issuances

of Common Stock pursuant to the Transaction Documents, including upon conversion of the Note, as Make Whole Shares, or upon exercise

of the Warrant (as amended hereby), or (iii) issuances of Common Stock or options to employees, officers, directors, or consultants pursuant

to equity incentive plans in effect on the Third Amendment Date. Any breach of this Section 3.9 shall constitute an immediate Event of

Default under the Note.

Section

3.10 Mandatory Prepayment from Capital Raises. If, at any time prior to the payment in full of the Note, the Company consummates

any financing, capital raise, or sale of securities (other than sales of Common Stock pursuant to the ATM Financing), whether or not

consented to by the Lender pursuant to Section 3.9 of this Amendment, the Company shall, within one (1) Business Day of receipt thereof,

apply an amount equal to ninety percent (90%) of the net proceeds thereof to prepay the outstanding balance of the Note. Amounts so applied

shall be credited against the remaining Minimum Installment Payments in inverse order of maturity and shall not reduce, defer, or excuse

any scheduled Minimum Installment Payment otherwise due.

Section

3.11 Most Favored Nation. From the Third Amendment Date and for so long as the Note remains outstanding, the Company shall not enter

into any agreement for the sale or issuance of its securities (including securities convertible into or exercisable for Common Stock

or Common Stock Equivalents) with any individual or entity (an “Other Investor”) that provides such Other Investor with rights,

terms, or benefits more favorable in any material respect than those granted to the Lender under the Transaction Documents, without offering

such more favorable rights, terms, or benefits to the Lender. The Company shall promptly provide written notice to the Lender of any

such more favorable terms (the “MFN Notice”), including reasonable detail thereof and any related agreements, and the Lender

shall have the right, exercisable by written notice to the Company within ten (10) calendar days of receipt of the MFN Notice, to receive

the benefit of such more favorable terms, which shall automatically amend the Transaction Documents and any securities held by the Lender

to incorporate such terms, and the parties shall execute such documentation as may be reasonably necessary to effectuate such amendment,

including the physical exchange of securities if required. This Section 3.11 supplements, and does not limit, any most favored nations

right existing under the Transaction Documents.

Section

3.12 Share Delivery; Buy-In. If the Company fails to cause its transfer agent to deliver to the Lender the shares of Common Stock

issuable upon any conversion of the Note or exercise of the Warrant (as amended hereby) on or before the second (2nd) Trading Day following

the applicable conversion or exercise date (the “Share Delivery Date”), the Company shall pay to the Lender, in cash, as liquidated

damages and not as a penalty, $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Share Delivery

Date) for each $1,000 of principal and interest being converted or exercise price being exercised, for each Trading Day after the Share

Delivery Date until such shares are delivered or the Lender rescinds the applicable conversion or exercise. In addition, if, after the

Share Delivery Date, the Lender purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction

of a sale by the Lender of the shares it anticipated receiving from such conversion or exercise (a “Buy-In”), the Company shall,

within two (2) Trading Days of the Lender’s request, (a) pay to the Lender, in cash, the amount, if any, by which the Lender’s total

purchase price (including brokerage commissions) for the shares so purchased exceeds the product of the number of shares the Lender was

entitled to receive multiplied by the price at which the Lender’s anticipated sale was made, and (b) at the election of the Lender, either

reinstate the portion of the Note (or of the Warrant) so converted or exercised or deliver to the Lender the shares originally deliverable.

Section

3.13 Registration Liquidated Damages. If (i) the Registration Statement described in Section 3.4 of this Amendment is not filed with

the Commission on or before August 31, 2026, (ii) such Registration Statement is not declared effective by the Commission on or before

the date required by Section 2.3 of the Second Amendment, (iii) after effectiveness, the Lender is unable to use the prospectus included

therein to resell Registrable Securities for any reason, or (iv) the Company fails to satisfy the current public information requirement

under Rule 144 under the Securities Act (each, a “Registration Event”, and the date on which any Registration Event occurs,

an “Event Date”), then, as partial relief for the damages suffered by the Lender by reason thereof (which the parties agree

are not capable of precise quantification), the Company shall pay to the Lender an amount in cash equal to five percent (5.0%) of the

outstanding principal balance of the Note as of the Event Date, and an additional five percent (5.0%) of such outstanding principal balance

on each thirty (30)-day anniversary of the Event Date (prorated for any period of less than thirty (30) days) until the applicable Registration

Event is cured. Each such payment shall be made within two (2) Trading Days after the Event Date or the applicable thirty (30)-day anniversary,

as the case may be; any amount not paid when due shall be added to and constitute part of the principal balance of the Note and shall

accrue interest at the Amendment Rate. The remedies set forth in this Section 3.13 are in addition to, and not in lieu of, any other

rights and remedies of the Lender under the Transaction Documents, including in respect of any Event of Default arising from the events

described above.

ARTICLE

IV CONDITIONS TO FUNDING

Section

4.1 Conditions. The obligation of the Lender to fund the Additional Advance is subject to the satisfaction (or written waiver by

the Lender) of each of the following conditions:

(a)

The Lender shall have received this Amendment, duly executed and delivered by each Obligor.

(b)

Each of the conditions set forth in Section 5.1 of the Second Amendment shall have been satisfied, and the Accommodation set forth in

Article II of the Second Amendment shall be in full force and effect and shall not have been voided pursuant to Section 2.2 thereof.

(c)

No Event of Default shall have occurred and be continuing, and the Company shall have paid in full each Minimum Installment Payment,

if any, due on or prior to the Additional Advance Funding Date.

(d)

The representations and warranties of the Obligors set forth herein and in the Transaction Documents shall be true and correct in all

material respects as of the Additional Advance Funding Date.

(e)

The Lender shall have received (i) resolutions of the board of directors of the Company and (ii) a written resolution of the board of

directors or sole Managing Director of the Subsidiary Guarantor, in each case certified by an officer or director of the relevant Obligor

as being in full force and effect, authorizing the execution, delivery, and performance of this Amendment, the borrowing of the Additional

Advance, and, in the case of the Subsidiary Guarantor, its consent to the increase in the obligations guaranteed under the Guaranty.

(f)

The Irrevocable Payment Instructions contemplated by the Payment Direction Agreement, directing all net proceeds of each ATM Financing

solely and directly to the DACA Account, shall be in full force and effect, and the Company shall not be in breach of its obligation

to commence or resume ATM Financings in accordance with Section 3.4(b) of the Second Amendment and Section 3.6 of this Amendment.

(g)

The Lender shall have received an officer’s certificate of the Company certifying satisfaction of the conditions set forth in this

Section 4.1 and such other documents, instruments, and agreements as the Lender may reasonably request.

(h)

The Lender shall have received irrevocable transfer agent instructions, duly executed by the Company and acknowledged in writing by Continental

Stock Transfer & Trust Company, in form and substance acceptable to the Lender, increasing the share reservation to the amount required

by Section 3.5 of this Amendment (measured by reference to the Third Amendment Principal Balance) and providing for the issuance of shares

of Common Stock upon any conversion of the Note or exercise of the Warrant (as amended hereby) without any further consent, instruction,

or action of the Company.

(i)

The Lender shall have received lock-up agreements, duly executed by each executive officer and director of the Company and each Affiliate

of any of them holding shares of Common Stock, in form and substance acceptable to the Lender, pursuant to which each such person agrees

not to offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of

Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired,

from the Additional Advance Funding Date until the date on which the Note has been paid in full, subject to customary exceptions for

estate planning transfers to transferees who agree in writing to be bound by such restrictions.

Section

4.2 Effect of Non-Satisfaction. If the conditions set forth in Section 4.1 are not satisfied (or waived in writing by the Lender)

on or before August 31, 2026, the Lender shall have no obligation to fund the Additional Advance, and the amendments set forth in Article

III of this Amendment shall be of no force or effect; provided that Sections 6.1 and 7.7 of this Amendment shall survive any such non-satisfaction.

ARTICLE

V REAFFIRMATION

Section

5.1 Confirmation of Transaction Documents. Each Obligor hereby ratifies, confirms, and reaffirms in all respects its obligations

under each of the Transaction Documents to which it is a party, as amended hereby. The Subsidiary Guarantor hereby confirms that its

Guaranty remains in full force and effect and covers all obligations of the Company under the Transaction Documents, as amended hereby,

including the Third Amendment Principal Balance, consents to this Amendment and to the increase in the obligations guaranteed thereby,

and waives any defense to enforcement of the Guaranty, and any right to be discharged or released in whole or in part, arising from this

Amendment or the Additional Advance. The Security Agreement, the DACA, and all security interests granted thereunder remain in full force

and effect, secure the Additional Advance and the Additional Principal Amount as Obligations, and are unaffected by this Amendment except

as expressly set forth herein.

Section

5.2 Second Amendment Unmodified. Except as expressly amended by Article III of this Amendment, the Second Amendment, including the

Accommodation, the Restructuring Premium, the Amendment Rate, the Amendment Conversion Price, the Default Rate Step-Up, and the ATM Waterfall

Distributions of Ninety Percent (90%), remains in full force and effect and is unmodified hereby.

ARTICLE

VI REPRESENTATIONS AND WARRANTIES

Section

6.1 Obligor Representations. Each Obligor represents and warrants to the Lender, as of the Third Amendment Date and as of the Additional

Advance Funding Date, that: (a) it has the corporate power and authority to execute, deliver, and perform its obligations under this

Amendment, and such execution, delivery, and performance has been duly authorized by all necessary corporate action; (b) this Amendment

constitutes the legal, valid, and binding obligation of such Obligor, enforceable against it in accordance with its terms, subject to

applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally; (c) no Event

of Default has occurred and is continuing under any Transaction Document (after giving effect to the Accommodation); (d) no material

adverse change in the business, operations, financial condition, assets, liabilities, or prospects of either Obligor has occurred since

the date of the Second Amendment; (e) the Amended Principal Balance of $2,266,650.00 (prior to giving effect to this Amendment), together

with accrued and unpaid interest thereon at the Amendment Rate, is due and owing to the Lender without defense, setoff, counterclaim,

recoupment, reduction, or deduction of any kind, and each Obligor waives any right to assert any of the foregoing; and (f) the Available

ATM Capacity (as referenced in Section 6.1(g) of the Second Amendment) remains $75,710,913.47, the Company having effected no sales of

Common Stock or Common Stock Equivalents under the ATM Financing since June 11, 2026, such Available ATM Capacity has not changed since

the date of the Second Amendment, is sufficient to fund the ATM Financings required by Section 3.4(b) of the Second Amendment and the

Minimum Installment Payments as amended by this Amendment through the Amended Maturity Date, and shall not be reduced, suspended, or

impaired by any action the Company takes, permits, or suffers, other than sales of Common Stock under the ATM Financing effected in accordance

with the Transaction Documents, and the notice obligations set forth in Section 6.1(g) of the Second Amendment shall continue to apply,

measured by reference to the Minimum Installment Payments as amended hereby.

ARTICLE

VII MISCELLANEOUS

Section

7.1 Effect of Amendment; Entire Agreement. Except as expressly modified by this Amendment, each of the Transaction Documents remains

in full force and effect. In the event of any conflict between this Amendment and the Loan Agreement, the Note, the Second Amendment,

or any other Transaction Document, the terms of this Amendment shall control. This Amendment, together with the Transaction Documents,

constitutes the entire agreement of the parties with respect to the subject matter hereof.

Section

7.2 Reservation of Rights. Nothing in this Amendment shall be deemed to limit or modify any right, remedy, power, or privilege of

the Lender under the Transaction Documents or applicable law, other than as expressly set forth herein. No delay or forbearance by the

Lender in exercising any right or remedy shall constitute a waiver thereof.

Section

7.3 Release. Each Obligor hereby ratifies and confirms the release set forth in Section 7.8 of the Second Amendment and extends such

release to any act or omission of the Lender on or prior to the Third Amendment Date.

Section

7.4 Governing Law; Jurisdiction. This Amendment shall be governed by and construed in accordance with the internal laws of the State

of Utah, without regard to the principles of conflict of laws thereof. The parties hereby submit to the exclusive jurisdiction of the

state and federal courts sitting in Salt Lake County, Utah for the resolution of any dispute arising out of or relating to this Amendment.

Section

7.5 Counterparts. This Amendment may be executed in one or more counterparts (including by facsimile or PDF electronic signature),

each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Section

7.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties and their respective successors

and permitted assigns.

Section

7.7 Costs and Expenses. The Company shall pay the reasonable and documented legal fees and expenses of the Lender’s counsel

incurred in connection with the preparation, negotiation, and execution of this Amendment. Such amounts shall be due on demand and, if

not paid within five (5) Business Days of demand, shall be added to and constitute part of the principal balance of the Note.

[SIGNATURE

PAGE FOLLOWS]

WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

J.J.

ASTOR & CO.

By:

/s/

Michael Pope

Name:

Michael

Pope

Title:

Chief

Executive Officer

Date:

August

3, 2026

CDT

EQUITY INC.

By:

/s/

Andrew Regan

Name:

Dr.

Andrew Regan

Title:

Chief

Executive Officer

Date:

August

3, 2026

CDT

EQUITY LTD.

(solely

with respect to Articles II, III, IV, V, VI, and VII, including confirmation of the Guaranty)

By:

/s/

James Bligh

Name:

James

Bligh

Title:

Managing

Director

Date:

August

3, 2026

EXHIBIT

FUNDS

FLOW AGREEMENT

Effective

Date: August 4, 2026

Set

forth below is the agreement of each of CDT Equity Inc., a Delaware corporation (the “Company”), and J.J. Astor &

Co., a Utah corporation (the “Lender”). The Company and the Lender are parties to that certain Third Amendment to Loan

Agreement and Third Amendment to Senior Secured Convertible Note, dated as of August 3, 2026 (the “Third Amendment”),

amending that certain Amended and Restated Loan Agreement, dated as of June 30, 2026, as amended (the “Loan Agreement”).

Any capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Third Amendment or the Loan Agreement,

as applicable.

Payment

on the Additional Advance Funding Date by wire transfer of immediately available funds shall be made as directed in the table immediately

below, based on the Additional Advance of $200,000.00 less the payments set forth below:

Payee

Amount

Wire

Instructions

J.J.

Astor & Co.

$8,000.00

Additional

Origination Fee

Retained

by the Lender from the Additional Advance

J.J.

Astor & Co.

$10,000.00

Lender

legal fees

Retained

by the Lender from the Additional Advance

CDT

Equity Inc.

$181,850.00

Net

proceeds to the Company, after deduction of wire and processing fees of $150.00

Beneficiary

Bank Name: Citibank NA

Beneficiary

Bank Address: 388 Greenwich Street, New York, NY 10013

ABA

Routing Number: 021000089

Beneficiary

Name: CDT Equity Inc.

Beneficiary

Address: 4851 Tamiami Trail North, Suite 200, Naples, FL 34103

Beneficiary

Account Number: 006882207907

WITNESS WHEREOF, the Company and the Lender are signing this flow of funds agreement with the intent to be legally bound as of the Additional

Advance Funding Date under the Loan Agreement and the Third Amendment.

CDT

EQUITY INC.

By:

Name:

Dr.

Andrew Regan

Title:

Chief

Executive Officer

J.J.

ASTOR & CO.

By:

Name:

Michael

Pope

Title:

Chief

Executive Officer

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=CDT_CommonStock0.0001ParValuePerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=CDT_RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: