Form 8-K/A

8-K/A — CDT Equity Inc.

Accession: 0001493152-26-039587

Filed: 2026-08-21

Period: 2026-02-19

CIK: 0001896212

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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0001896212

2026-02-19

0001896212

CDT:CommonStock0.0001ParValuePerShareMember

2026-02-19

0001896212

CDT:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember

2026-02-19

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

CURRENT

REPORT

Pursuant

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

Date

of Report (Date of earliest event reported): February 19, 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

of 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. ☐

EXPLANATORY

NOTE

This

Amendment No. 1 (the “Amendment No. 1”) to CDT Equity Inc.’s (the “Company”) Current Report on Form 8-K

dated February 19, 2026 and filed on February 24, 2026 (the “Original Report”) is being filed with respect to the initial

investment in Sarborg Limited, a Cayman Islands Company (“Sarborg”) to include Item 2.01, the audited financial statements

of business acquired required by Item 9.01(a), and unaudited pro forma consolidated financial information required by Item 9.01(b). Such

information should be read in conjunction with the Original Report. Except as expressly set forth herein, this Amendment No. 1 does not

amend, modify, or update any other information contained in the Original Report, and this Amendment No. 1 speaks as of the date hereof.

Item

2.01. Completion of Acquisition or Disposition of Assets.

The

information set forth in Item 1.01 and Item 3.02 of the Original Report is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(a)

Financial statements of businesses or funds acquired.

The

audited financial statements of Sarborg as of and for the fiscal years ended December 31, 2025 and 2024, and the Related Report of Independent

Auditors, including the accompanying notes, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein

by reference.

(b)

Pro forma financial information.

The

Company’s unaudited pro forma condensed consolidated financial statements and related notes thereto, giving effect to the Sarborg

investment, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

The

unaudited pro forma financial information is presented for illustrative purposes only and is not intended to represent or be indicative

of the Company’s consolidated results of operations or financial position that would have been reported had the investment and

related transactions been completed as of the dates presented in the unaudited pro forma financial information. The unaudited pro forma

financial information should not be taken as a representation of the Company’s future consolidated results of operations or financial

condition. The pro forma adjustments in the unaudited pro forma financial information are based on available information and certain

assumptions that management believes are reasonable under the circumstances.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Audited financial statements of Sarborg Limited as of and for the fiscal years ended December 31, 2025 and 2024 and the related Report of Independent Auditors, including the notes thereto.

99.2

Unaudited pro forma condensed consolidated financial statements of CDT Equity Inc.

104

Cover

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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

21, 2026

By:

/s/

Andrew Regan

Name:

Andrew Regan

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

SARBORG

LIMITED

INDEX

TO FINANCIAL STATEMENTS

Page

Audited

Financial Statements of Sarborg Limited:

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the period of inception October 28, 2024 through December 31, 2024

Statements of Changes in Equity for the year ended December 31, 2025 and for the period from inception October 28, 2024 through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period from inception October 28, 2024 through December 31, 2024

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Owners and Board of Directors of

Sarborg Limited

Opinion

on the Financial Statements

have audited the accompanying balance sheets of Sarborg Limited (the “Company”) as of December 31, 2025 and 2024, and the

related statements of operations, changes in equity, and cash flows for the year ended December 31, 2025 and for the period from inception

on October 28, 2024 through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from

inception on October 28, 2024 through December 31, 2024, in conformity with accounting principles generally accepted in the United States

of America.

Basis

for Opinion

These

financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s

financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the

United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an

understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2026.

Palm

Beach Gardens, Florida

August

21, 2026

SARBORG

LIMITED

BALANCE

SHEETS

(in

thousands)

December 31,

2025

December 31,

2024

ASSETS

Current assets

Cash and cash equivalents

$ 10

$ 36

Accounts receivable – related party

200

Other current assets

150

Total current assets

160

236

Total assets

$ 160

$ 236

LIABILITIES AND EQUITY

Current liabilities

Accounts payable

$ 80

$ 4

Deferred revenue

675

302

Accrued expenses and other current liabilities

Total current liabilities

755

323

Other long-term liabilities – related party

195

Total liabilities

950

518

Equity

Paid in capital

Subscription receivable

(67 )

Retained deficit

(790 )

(282 )

Total equity

(790 )

(282 )

Total liabilities and equity

$ 160

$ 236

The

accompanying notes are an integral part of these financial statements.

SARBORG

LIMITED

STATEMENTS

OF OPERATIONS

(in

thousands)

Year Ended

December 31,

Inception

October 28 through

December 31,

2025

2024

Revenue

$ 4,626

$ 98

Cost of sales

(377 )

Gross profit (loss)

4,249

Selling, general, and administrative expenses

(2,891 )

(380 )

Operating profit (loss)

1,358

(282 )

Other Expenses:

Loss on sale of common stock received for services

(1,820 )

Interest expense, net

(12 )

Other expenses, net

(34 )

Total other expenses:

(1,866 )

Net loss

$ (508 )

$ (282 )

The

accompanying notes are an integral part of these financial statements.

SARBORG

LIMITED

STATEMENT

OF CHANGES IN EQUITY

(in

thousands, except share data)

Paid in

Capital

Subscription

Receivable

Retained

deficit

Total

equity

Balance at October 28, 2024

$ -

Shares issued to shareholders

1,000

Net loss

(282 )

Balance at December 31, 2024

1,000

(282 )

Net loss

(508 )

Shares issued to shareholders

4,000

Subscription receivable

(67 )

(67

)

Issuance and exercise of warrants

100

Balance at December 31, 2025

5,100

$ 67

$ (67 )

$ (790 )

The

accompanying notes are an integral part of these financial statements.

SARBORG

LIMITED

STATEMENTS

OF CASH FLOWS

(in

thousands)

Year Ended

December 31,

Inception through

December 31,

2025

2024

Cash flows from operating activities:

Net loss

$ (508 )

$ (282 )

Adjustments to reconcile net loss to net cash used in operating activities:

Receipt of common stock for services provided to related party

(1,850 )

Loss on sale of common stock received for services

1,820

Changes in operating assets and liabilities:

Accounts receivable – related party

200

(200 )

Other current assets

(150 )

Accounts payable

Other liabilities – related party

195

Accrued expenses and other current liabilities

356

319

Net cash (used in) provided by operating activities

(56 )

Cash flows from investing activities:

Proceeds from sale of common stock received for services

Net cash flows provided by (used in) investing activities

Net change in cash

(26 )

Cash at beginning of year

Cash at end of year

$ 10

$ 36

Supplemental Cash Disclosures

Cash paid for interest

$ 12

$ -

Non-cash investing and financing activities

Issuance and exercise of warrants

$ 67

$ -

The

accompanying notes are an integral part of these financial statements.

SARBORG

LIMITED

NOTES

TO FINANCIAL STATEMENTS

Nature of the Business

Sarborg

Limited (“Sarborg” or the “Company”), is a privately held company founded on October 28, 2024, and is incorporated

as a Cayman Islands based company.

Sarborg

focuses on algorithmic and cybernetic technologies, specializing in providing decision-support tools and advanced cybernetic systems.

The Company is an agentic intelligence business that develops autonomous artificial intelligence platforms to decode biological, chemical,

and industrial signatures into a universal and comparable data language, aimed to uncover previously hidden relationships, drug repurposing

opportunities, disease insights, and other high-value applications. Sarborg’s owns proprietary algorithmic machine learning technology

platform that is a continuously evolving discovery engine with compounding intelligence. Autonomous agents in its platform identify,

interpret, and generate high-value opportunities across multiple sectors - from human therapeutics to agricultural chemistry.

Liquidity and Going Concern

accordance with ASC 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate,

that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial

statements are issued. Since its inception, the Company has generated operating losses and as of December 31, 2025, the Company had an

accumulated deficit of $0.8 million. As of December 31, 2025 and December 31, 2024, the Company had cash and cash equivalents of $10

thousand and $36 thousand, respectively. For the year ended December 31, 2025 and period of inception October 28, 2024 through December

31, 2024, the Company had net losses of $0.5 million and $0.3 million, respectively, and net cash used in operating activities of $0.1

million and provided by operating activities of approximately $36,000, respectively. Management has determined that it does not have

sufficient cash and other sources of liquidity to fund its current business plan. These factors raise substantial doubt regarding the

Company’s ability to continue as a going concern for at least the next 12 months from the applicable financial statement issuance

date.

The

Company’s expectation is to generate operating losses and negative operating cash flows in the future and will need additional

funding to support its current business plan. Management’s plans to alleviate the conditions that raise substantial doubt through

debt and equity financings, as well as a guaranty from the Company’s founder to fund potential cashflow shortfalls over the 18

months following the issuance of these financial statements. Management has concluded that these plans are probable of being effectively

implemented and probable of mitigating the conditions that raised substantial doubt. Accordingly, the Company has determined that substantial

doubt regarding the Company’s ability to continue as a going concern has been alleviated.

Basis of Presentation and Summary of Significant Accounting Policies

Basis

of Presentation

The

accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the

United States of America (“U.S. GAAP”) as set forth by the Financial Accounting Standards Board (“FASB”) and

pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). References to U.S.

GAAP issued by the FASB in these notes to the accompanying financial statements are to the FASB Accounting Standards Codifications (“ASC”)

and Accounting Standards Updates (“ASUs”).

Other

Risks and Uncertainties

The

Company is subject to risks common to companies in the development stage and life sciences and artificial intelligence industries including,

but not limited to, uncertainties related to success of pre-clinical and clinical outcomes, competitor products, regulatory approvals,

dependence on key suppliers, obsolescence and protection of intellectual property rights. Even if the Company’s efforts are successful,

it is uncertain when, if ever, the Company will realize significant revenue from commercialization of its service offerings.

Use

of Estimates

The

preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and related disclosures at the date of the financial statements as well as the reported amounts

of revenues and expenses during the reporting period. Estimates are based on several factors including the facts and circumstances available

at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends, and the assessment of

the probable future outcome. Actual results could differ materially from such estimates. Estimates and assumptions are reviewed periodically

by management and changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. The

effects of changes are reflected in the financial statements in the period that they are determined. Our significant accounting policies

that involve significant judgment and estimates include assessment of going concern.

Cash

balances are held with the Bank of New Zealand (BNZ). The Reserve Bank of New Zealand insures up to $100,000 NZD of holding cash balances

per depositor. The Company has not experienced any losses on any accounts from inception on October 28, 2024 through the year ended December

31, 2025.

The

Company had $10,000 and $36,000 in cash on hand as of December 31, 2025 and December 31, 2024, respectively.

Fair

Value Measurements

ASC

Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value, and expands

disclosures about fair value measurements. Fair value is to be determined based on the exchange price that would be received for an asset

or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly

transaction between market participants. In determining fair value, the Company used various valuation approaches. A fair value hierarchy

has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable

inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would

use in pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable

inputs reflect the Company’s assumption about the inputs that market participants would use in pricing the asset or liability developed

based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels, based on the

inputs, as follows:

●

Level

1—Valuations based on quoted prices for identical instruments in active markets. Since valuations are based on quoted prices

that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree

of judgment.

●

Level

2— Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for either similar

instruments in active markets, identical or similar instruments in markets that are not active, or model-derived valuations whose

inputs or significant value drivers are observable or can be corroborated by observable market data.

●

Level

3—Valuations based on inputs that are unobservable. These valuations require significant judgment.

The

Company’s cash in the accompanying balance sheets and the carrying value of accrued expenses and other current liabilities approximate

fair value due to the short-term nature of these assets and liabilities.

of December 31, 2025 and December 31, 2024, the Company had no financial assets or liabilities for which the fair value is determined

on a recurring basis.

Accounts

Receivable

The

Company’s accounts receivable and unbilled receivable balances consist of amounts due from its customers. The Current Expected

Credit Losses (“CECL”) impairment model requires an estimate of expected credit losses, measured over the contractual life

of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions.

Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends.

Credit losses are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction

from an asset’s amortized cost basis. Credit losses and recoveries are recorded in selling, general and administrative expenses

in the statements of operations. Recoveries of financial assets previously written off are recorded when received. Accounts receivable

totaled nil and $0.2 million as of December 31, 2025 and December 31, 2024, respectively Unbilled receivables totaled $0.2 million and

nil as of December 31, 2025 and December 31, 2024, respectively. The Company’s current policy is to not charge late fees or other

penalties for late payments but may consider charging customers late fees in the future. Since the Company’s inception, the Company

has not recorded any write offs of trade receivables. All sales are non-refundable. As of December 31, 2025 and December 31, 2024, the

Company evaluated collections from customers and collection policies and has estimated that current expected credit losses to be

nil and nil, respectively.

Revenue

from Contracts with Customers

The

Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, when (or as) a performance

obligation is satisfied, i.e., when “control” of the services and associated deliverables underlying a performance obligation

is transferred to customers. A performance obligation represents a service (or a bundle of services) that is distinct or a series of

distinct services that are substantially the same. For promised services, control is transferred over time and revenue is recognized

over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria

is met:

●

the

customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs;

●

the

Company’s performance creates or enhances an asset that the customer controls as the Company performs; or

●

the

Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right

to payment for performance completed to date.

Otherwise,

revenue is recognized at a point in time when the customer obtains control of a distinct service deliverable.

For

granting of a term license that is distinct from other promised services, the nature of the Company’s promise in granting a license

is a promise to provide a right to access the Company’s functional intellectual property if all of the following criteria are met:

●

the

contract requires, or the customer reasonably expects, that the Company will undertake activities that significantly affect the intellectual

property to which the customer has rights during the term;

●

the

rights granted by the term license directly expose the customer to any positive or negative effects of the Company’s activities;

and

●

those

activities do not result in the transfer of a good or a service to the customer as those activities occur.

the criteria above are met, the Company accounts for the promise to grant a term license as a performance obligation satisfied over time.

Otherwise, the Company considers the grant of a term license as providing the customers the right to use the Company’s functional

intellectual property and the performance obligation is satisfied at a point in time at which the license is granted.

For

contracts that contain more than one performance obligation, the Company allocates the transaction price to each performance obligation

on a relative stand-alone selling price basis.

The

stand-alone selling price of the distinct service underlying each performance obligation is determined at contract inception. It represents

the price at which the Company would sell a promised service separately to a customer. If a stand-alone selling price is not directly

observable, the Company estimates it using appropriate techniques such that the transaction price ultimately allocated to any performance

obligation reflects the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised

services to the customer.

Over

time recognition - Measurement of progress

The

selection of the method to measure progress towards completion requires judgment and is based on the nature of the services provided.

Depending on which better depicts the transfer of value to the customer, the Company measures its progress based on an input method,

or an output method.

Input

method

The

progress towards complete satisfaction of a performance obligation under an input method is to recognize revenue on the basis of the

Company’s efforts or inputs to the satisfaction of a performance obligation relative to the total expected inputs to the satisfaction

of that performance obligation, that best depict the Company’s performance in transferring control of services. Generally, term

license revenue and maintenance and support service revenue is recognized using an input method, based on the time lapsed of the contractual

term.

Output

method

The

progress towards complete satisfaction of a performance obligation under an output method is to recognize revenue on the basis of direct

measurements of the value of the services transferred to the customer to date relative to the remaining services promised under the contract,

that best depict the Company’s performance in transferring control of services.

a practical expedient, if the Company has a right to consideration in an amount that corresponds directly with the value of the Company’s

performance completed to date (for example, service contracts or third party reimbursable expenses in which the Company bills a fixed

amount for hourly services), the Company recognizes revenue in the amount to which the Company has the right to invoice.

Unbilled

Receivables

Unbilled

receivables is a contract asset that represents the Company’s right to consideration in exchange for services that the Company

has transferred to a customer that is not yet unconditional. In contrast, accounts receivable represents the Company’s unconditional

right to consideration in which only the passage of time is required before payment of that consideration is due. Unbilled receivables

are included within other current assets in the balance sheet and represented the full balance of other assets as December 31, 2025.

Unbilled receivable totaled $0.2 million and nil as of December 31, 2025 and December 31, 2024, respectively.

Deferred

Revenue

Deferred

revenue is a contract liability that represents the Company’s obligation to transfer remaining term of a customer’s right

to access a term license, or services for which the Company has received consideration (or an amount of consideration is due from the

customer). Deferred revenue is presented as a current liability on the balance sheets.

Deferred

revenue totaled $0.7 million and $0.3 million as of December 31, 2025 and December 31, 2024, respectively. For the year ended December

31, 2025, deferred revenue consisted of license revenue to be recognized for the transfer of a license to a related party. For the period

of inception October 28, 2024 through December 31, 2024, deferred revenue consisted of milestone invoices to a related party for services

that were not complete as of December 31, 2024.

Software

Development Costs

Costs

to develop software products and enhancements to existing software products are expensed as incurred. Historically, the Company has not

capitalized any software development costs because the software development process was completed concurrently with the establishment

of technological feasibility.

Research

and Development

Research

and development costs are expensed as incurred. Research and development expense consists of intellectual property discovery and development

program costs incurred for the continuous development of the technology and sciences that supports the Company’s agentic artificial

development platform.

Segment

Reporting

Segment

reporting is based on the management approach, following the method that management organizes the Company’s reportable segments

for which separate financial information is made available to, and evaluated regularly by, the Company’s chief operating decision

maker (“CODM”) in allocating resources and in assessing performance. The Company is organized and managed as a single operating

and reportable segment, which engages in the development and commercialization of agentic intelligence, and as of December 31, 2025 and

2024, the Company had one operating and reportable segment. See Note 8 for further information.

Foreign

Currency Transactions

The

Company primarily conducts business in USD, which is its functional currency. There are instances in which the Company transacts outside

of its functional currency. The Company maintains bank accounts in GBP and NZD, with NZD being the Company’s local currency. Non-USD

denominated transactions are converted into USD at the appropriate exchange rate, using a spot rate for balance sheet accounts and average

exchange rates for income statement accounts. Foreign currency balances are translated from their respective currency to United States

dollars at the appropriate spot rates as of the balance sheet date. Gains or losses upon settlement of transactions outside of the Company’s

functional currency are recorded to other expenses, net on the statement of operations.

Recently

Issued Accounting Standards

November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories

of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented

on the statements of operations. The guidance in this accounting standard update is effective for public business entities for fiscal

years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is

permitted. The standard is not currently required to be adopted by private companies. The amendments may be applied either (1) prospectively

to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented

in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its financial

statements and disclosures.

July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable

and Contract Assets. This ASU introduces a practical expedient for estimating expected credit losses on current accounts receivable and

current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under the expedient,

entities may assume that the current conditions applied in determining credit loss allowances remain unchanged for the remaining life

of those assets. This accounting standard update is required to be adopted on a prospective basis. ASU 2025-05 is effective for both

public business entities and private companies for annual reporting periods beginning after December 15, 2025, including interim periods

within those years, with early adoption permitted. The Company adopted this standard effective January 1, 2026 and does not expect the

adoption of the ASU 2025-05 to have a material impact on the Company’s financial statements.

September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic

606) - Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract,

which refines the scope of the guidance on derivatives by adding a new scope exception for certain non-exchange-traded contracts that

have an underlying based on operations or activities specific to one of the parties to the contract, and clarifies the interaction between

the guidance on revenue from contracts with customers and the guidance on derivatives and equity investments for share-based noncash

consideration from a customer for the transfer of goods or services. The amendments are effective for both public business entities and

private companies for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods,

with early adoption permitted. The Company has not yet adopted ASU 2025-07 and is still evaluating the impact of the adoption on its

financial statements.

Fair Value

discussed in Note 3, the Company’s cash in the accompanying balance sheets and the carrying value of accrued expenses and other

current liabilities approximate fair value due to the short-term nature of these assets and liabilities.

of December 31, 2025 and December 31, 2024, the Company had no financial assets or liabilities for which the fair value is determined

on a recurring basis.

Revenue

The

Company’s revenue is recognized over time. For term licenses and maintenance and support services, revenue is recognized ratably

over the contractual term. For professional services, revenue is recognized based on progress of professional service deliverables or

milestones reached. Disaggregation of revenue from contracts with customers is as follows (in thousands):

Year Ended December 31,

2025

2024

Term license

$ 1,025

$ -

Professional services

3,601

Total

$ 4,626

$ 98

All

of the Company’s revenues during the years ended December 31, 2025 and 2024 were from contracts with one customer, CDT Equity (“CDT”),

which is based in the United States of America and is a related party of the Company. See Note 7 and Note 10 for further discussion of

the related party relationship between the Company and CDT.

During

the year ended December 31, 2025, the Company received $1.85 million in shares of CDT Equity Common Stock as consideration for term license

and professional services provided to CDT.

Below

is a summary of the Agreements with CDT Equity through the year ended December 31, 2025:

Original

Service Agreement

December 12, 2024, the Company entered into a Services Agreement (the “Original Service Agreement”) with CDT Equity, which

is a related party of the Company. Under the terms of the agreement, Sarborg will provide algorithmic and cybernetic technology services

to CDT, including the development of decision-support tools and advanced cybernetic systems tailored to enhance CDT’s decision-making

processes and maximize the value of its pharmaceutical asset portfolio.

Sarborg

performed the services to CDT comprised of three phases: the Initial Phase (0-24 weeks) focused on establishing a foundation for collaboration

and aligning Sarborg’s services with CDT’s strategic goals; the Development Phase (24-36 weeks) involved building technological

infrastructure, including dashboards and predictive models; and the Ongoing Services Phase (36-52 weeks) ensured the sustained functionality

and relevance of Sarborg’s deliverables while supporting CDT’s growth through iterative improvements and updates. The Company

created specific deliverables, including reports, computer programs, software applications, APIs, mobile applications, source code, written

technical specifications and designs, operating and maintenance manuals, and other recorded data and information arising from or relating

to the services. The Company provided all necessary resources to perform the services and deliver the deliverables in accordance with

the Original Service Agreement.

The

Original Service Agreement has an initial term of 12 months, which commenced on the effective date, and may be renewed or extended upon

mutual written agreement of the parties. The agreement includes provisions for the ownership and use of intellectual property. Sarborg

owns its pre-existing intellectual property rights, including proprietary tools and methodologies used in the performance of the services.

CDT owns all deliverables resulting from the services performed by the Company under the Original Service Agreement.

Under

the Original Service Agreement, CDT was provided with a dashboard to be utilized for both the CDT’s existing and future asset portfolio.

Specifically, the dashboard includes a clinical trial monitoring functionality and a dynamic pharmaceutical patent landscape module to

assess both CDT’s current assets undergoing clinical trials and delisted patents in the marketplace that may be overlooked by other

market participants. These features is used by CDT to monitor progress, assess trial status, identify new opportunities, and support

decision-making across all current and future development programs. All other services were provided to aid in CDT’s research and

development efforts.

The

Original Service Agreement provided Sarborg with registration rights for any Common stock of CDT that Sarborg receives as consideration

under the agreement. In such event, CDT will use commercially reasonable efforts to (i) file a registration statement covering the resale

of the Common stock within 60 days after the issuance; and (ii) ensure that such registration statement becomes effective within 90 days

after filing. This Agreement also includes confidentiality obligations, representations and warranties, indemnification, limitation of

liability, and insurance requirements.

consideration of the services, CDT agreed to pay Sarborg an initial cash payment of $0.2 million and $0.2 million payable through the

issuance of shares of CDT Common stock, determined by the closing price on the day preceding the execution of the Original Service Agreement.

The initial cash payment of $0.2 million was made on December 20, 2024, and the $0.2 million in Common stock were issued on January 17,

2025. Further milestone payments payable in conjunction with the achievement of milestones and provision of deliverables over the term

of the Original Service Agreement, totaling up to $1.8 million. Sarborg was reimbursed for pre-approved, necessary, and reasonable out-of-pocket

expenses directly incurred in connection with the performance of the services. All revenue related to this contract was recognized, with

$0.1 million recognized during the year ended December 31, 2024 and $2.1 million recognized during the year ended December 31, 2025.

In agreement with CDT, the Company also prepared and delivered two ad hoc reports totaling $0.6 million in revenue during the year ended

December 31, 2025, with no comparable activity during the period of inception October 28, 2024 through December 31, 2024.

Additional

Agreement & Term Extensions

Effective

March 31, 2025, the Company entered into an additional license and use agreement (the “Additional Agreement”) with CDT, a

related party, covering certain additional deliverables and incorporating a new scope of work focused on analysis of the CDT’s

acquired licensed assets. The term of the Additional Agreement is for six months and provides for the payment, in aggregate, of $2.0

million, which includes three milestones totaling $350 thousand an up-front license fee for the term of such agreement, in cash or stock

at the Company’s election at the closing price on the day preceding the effective date of such agreement. On March 31, 2025, CDT

paid $1.65 million of the Additional Agreement through the issuance of fully vested unregistered shares of CDT Common stock. The Company

recorded the shares issued under the Additional Agreement at their fair value, as determined by the closing price of the CDT’s

Common stock on March 28, 2025. Effective June 24, 2025, the term was extended to be 12 months from the effective date of the Additional

Agreement at no additional cost to CDT. Effective October 1, 2025, the term was further extended to be 12 months from the previous extension

date of May 2, 2025 to extend the term of the license to March 31, 2027 at no additional cost to CDT. During the year ended December

31, 2025 $1.4 million in revenue was recognized in relation to the three completed milestones and term license revenue, and $0.6 million

in deferred revenue remains on the balance sheet as of December 31, 2025.

First

Addendum to the Additional Agreement

Effective

July 1, 2025 the Company entered into an Addendum (the “First Addendum”) to the Additional Agreement with CDT, a related

party. Under the terms of the Addendum, the Company expanded the scope of the Additional Agreement to provide external analysis of third-party

pharma companies assets suitable for drug re-purposing and evaluate the efficacy of the assets utilizing CDT’s license to Sarborg’s

machine learning platform. The scope of work was completed in 4 weeks, The total consideration for these additional services, payable

in cash in two tranches, was $0.3 million. The Company recognized $0.3 million in revenue during the year ended December 31, 2025 related

to the First Addendum.

Second

Addendum to the Additional Agreement

Effective

August 11, 2025 the Company entered into Addendum 2 (the “Second Addendum”) to the Additional Agreement with CDT. Under the

terms of the Second Addendum, Sarborg expanded the scope of work to integrate a Cryptocurrency AI Agent, developed specifically for identifying,

forecasting and recommending digital currencies into CDT Equity’s operations as part of its treasury strategy.

The

term of the Second Addendum was four months, which may be renewed or extended upon the mutual written agreement of the Company and CDT.

The initial consideration for the expanded scope of work was $150,000, and CDT agreed to pay further consideration of $150,000 in cash

or shares, at the Company’s sole discretion, at such time as CDT acquires more than $0.6 million in cryptocurrency as part of its

treasury strategy. CDT met the $0.6 million threshold during the year ended December 31, 2025 and the Company recognized the entire $0.3

million in revenue during the year ended December 31, 2025 related to the Second Addendum.

Other Expense, net

The

following table presents other expense, net, for the years ended December 31, 2025 and 2024 (in thousands):

For

the year ended

December 31,

For the period

of inception

October 28 through

December 31,

2025

2024

Other expense:

Loss on sale of common stock received for services

$ (1,820 )

$ -

Interest expense, net

(12 )

Other expenses, net

(34 )

Total expense, net

$ (1,866 )

$ -

Loss

on sale of common stock

During

the year ended December 31, 2025, the Company received $1.85 million in shares of CDT Equity common stock as consideration for a term

license and professional services provided to CDT. In November 2025 the Company sold all of the CDT common stock received at a loss.

Below is a summary of the CDT common stock activity during the year ended December 31, 2025 (in thousands):

CDT Agreement

Issued

Issuance

Date

Fair Value

at Issuance

Sale

Proceeds

Loss on

sale of CDT

Common stock

Original Service

2,272,727

1/17/2025

$ 200

$ -

$ (200 )

Additional

1,853,933

3/31/2025

1,650

(1,620 )

Total

4,126,660

$ 1,850

$ 30

$ (1,820 )

Interest

expense, net

Interest

expense of $12,000 recognized during the year ended December 31, 2025 due to interest paid on a $100,000 short-term loan borrowed from

Prospect Finance Limited (“Prospect Finance”), a related party of the Company, in August 2025. The short-term loan was fully

repaid in October 2025. See Note 7 for further discussion.

Other

expenses, net

Other

expenses recognized during the year ended December 31, 2025 of $34,000 due to currency valuation adjustments.

Related Party Transactions

CDT

Equity (“CDT”, formerly Conduit Pharmaceuticals)

December 12, 2024, the Company entered into the Original Service Agreement with CDT. During 2025, the Company and CDT entered into the

Additional Agreement, First Addendum to the Additional Agreement and the Second Addendum to the Additional Agreement. Andrew Regan, a

member of the Company’s board of directors, is the Chief Executive Officer of CDT, but does not have an equity interest in the

Company. During the year ended December 31, 2025 and for the period from inception October 28, 2024 through December 31, 2024, all of

the Company’s revenues were from its agreements with CDT. Refer to Note 5 above for additional information regarding the Company’s

agreements with CDT.

Prospect

Capital Management Limited

Prospect

Capital Management Limited (“Prospect Capital”) provides advisory and professional services to the Company. Mark Taylor,

the Founder and a Director of the Company, is the sole director of Prospect Capital. During the year ended December 31, 2025 and for

the period from inception October 28, 2024 through December 31, 2024, the Company recorded $2.8 million and $0.4 million, respectively,

of expense in relation to services provided by Prospect Capital.

During the period of inception October

28, 2024 through the year ended December 31, 2024, the Company incurred expenses from Prospect Capital in relation to the formation of

the Company, totaling $0.2 million. The Company and Prospect Capital agreed to defer payment for an indefinite period of time, with no

interest payable to Prospect Capital. The Company does not expect to pay this balance in the next 12 months and has recorded this balance

as a long-term liability on the Company’s balance sheet. As of December 31, 2025 and December 31, 2024, the company owed Prospect

Capital $0.2 million and $0.2 million, respectively.

Prospect

Finance Limited

discussed in Note 6, Prospect Finance Limited (“Prospect Finance”) and the Company entered into a short-term note agreement

in the amount of $0.1 million. Mark Taylor, the Founder and a Director of the Company, is the sole director of Prospect Finance Limited.

As of December 31, 2025, the short-term note was repaid in full and no balance remained payable to Prospect Finance.

Manoira

Corporation

The

Company and Manoira Corporation (“Manoira”) entered into a Patent Assignment Agreement (the “Patent Assignment Agreement”),

transferring certain patents for intellectual property held by Manoira to the Company. One member of the Board of Directors of the Company

is also the director and controlling Principal of Manoira.

See

Note 10 for further discussion of the Patent Assignment Agreement.

Segments

The

Company has one operating segment focused on the development and commercialization of agentic intelligence. The CODM, which the Company

has identified as Mark Taylor, Founder and Director, manages the Company’s operations, assesses performance for the operating segment

and decides how to allocate resources. The measure of segment assets is reported on the balance sheets as total assets. Expenditures

are reviewed by the chief operating decision maker and are reported on the statements of cash flows.

The

CODM periodically reviews the statement of operations and budget-to-actual comparisons to assess the performance of the operating segment

and determine if the Company is progressing towards its goals.

The

CODM uses net loss to assess the operating segment’s performance and determine whether the Company is progressing towards its goals.

The

following table presents specific financial data for the Company’s reportable segment (in thousands):

Year ended December 31,

2025

2024

Revenue – agentic intelligence

$ 4,626

$ 98

Cost of sales

(377 )

Gross profit (loss)

4,249

General and administrative expenses – consulting & advisory fees

2,854

356

General and administrative expenses – other

Income (loss) from segment operations

1,358

(282 )

Other expense:

Other expense

(1,866 )

Total other expense

(1,866 )

Segment net loss

$ (508 )

$ (282 )

Shareholders’ Equity

Ordinary

of December 31, 2025 and December 31, 2024, the company had 50,000 shares of the Company’s ordinary shares authorized. Each ordinary

share has a $1.00 par value and entitles the shareholder to a pro rata portion of voting rights in the Company. 5,100 shares and 1,000

shares were issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.

Founder

Share Issuances

During

the year ended December 31, 2025, the Company issued 3,300 ordinary shares to the Company’s founder.

During

the period of inception, October 28, 2024, through December 31, 2024, the Company issued 925 ordinary shares to the Company’s founder.

Ordinary

Share Issuances

During

the year ended December 31, 2025, the Company issued 700 ordinary shares to five shareholders.

During

the period of inception, October 28, 2024, through December 31, 2024, the Company issued 75 shares to two shareholders.

Warrants

During

December 2025, the Company issued warrants to a third party consultant to purchase up to 100 shares of the Company’s ordinary shares

at an exercise price of £500 per warrant. The warrants were not issued as consideration for services rendered, but to provide the

consultant with the ability to hold share capital in the Company. The warrants were exercised during 2025 and the warrant holder held

100 ordinary shares of the Company as of December 31, 2025. The warrant exercise was not paid as of December 31, 2025 and the £50,000

(approximately $67,000) was recorded within equity on the Company’s balance sheet.

10.

Subsequent Events

The

Company evaluated subsequent events through August 20, 2026, the date these financial statements were issued. No material subsequent

events were identified other than the following events.

Second

Additional Agreement – CDT Equity

January 2, 2026, the Company and CDT entered into the Second Additional Agreement. The Second Additional Agreement has a term of six

weeks and can be renewed upon the mutual written agreement of both parties. Total consideration payable from CDT to the Company totals

$400,000, with $200,000 due, and paid, upon execution of the Second Additional Agreement and the remaining balance due as mutually agreed

by the parties. All services were provided and related revenue was recognized in 2026.

Securities

Purchase Agreement – CDT Equity

February 19, 2026, CDT entered into a Securities Purchase Agreement with all of the owners of the Company. The Company’s investors

agreed to sell to CDT, and CDT agreed to acquire from the investors, an aggregate of 1,020 shares of the Company, representing 20% of

the outstanding ordinary shares of the Company.

Patent

Assignment Agreement – Manoira Corporation

April 13, 2026, the Company and Manoira, a related party of the Company, entered into the Patent Assignment Agreement. Manoira

transferred and assigned to the Company certain patents held by Manoira. Total consideration for the Patent Assignment Agreement was

$65 million, payable through the issuance of new ordinary shares of the Company, representing 10% of the approximately $650 million issued

share capital of the Company on a fully diluted basis immediately following the completion of the transaction.

Subscription

Purchase Agreement – Alliance Management I

June 8, 2026, the Company and Alliance Management I entered into the Subscription Agreement. In the Subscription Agreement Alliance Management

Irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell six new ordinary shares

(“Subscribed Units”) for a total consideration of $750,000. On June 17, 2026 the cash was received by the Company.

Second

Securities Purchase Agreement – CDT Equity

July 30, 2026, certain investors of the Company and CDT entered into a Securities Purchase Agreement. The Company’s investors

agreed to sell to CDT, and CDT agreed to acquire from the investors, an aggregate of 270 shares of Sarborg, representing approximately

4.76% of the outstanding ordinary shares of the Company.

Credit

Facility – Corvus Capital Limited

August 3, 2026, the Company and Corvus, an investor and related party of the Company, entered into the Credit Facility

with the Company. Corvus agreed to make available to the Company a revolving credit facility of up to $0.6 million, to be made available

in up to six $0.1 million tranches to be used solely for working capital and general corporate purposes. The interest rate on any outstanding

principal accrues at a rate of 12% per annum and all outstanding principal is due in eighteen months from the effective

date.

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Overview

February 19, 2026, CDT Equity Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement

(the “Purchase Agreement”) with all of the stockholders (collectively, the “Investors”) of Sarborg Limited, a

Cayman Islands Company (“Sarborg”). Pursuant to the Purchase Agreement, the Investors agreed to sell to the Company, and

the Company agreed to acquire from the Investors, an aggregate of 1,020 shares of Sarborg, representing 20% of the outstanding share

capital of Sarborg.

consideration for the purchase, the Company has agreed to issue to the investors, in the aggregate: (i) 2,392 shares of the Company’s

Common Stock, exercise price of $0.025 per share and (ii) pre-funded warrants to purchase up to 439,915 shares of the Company’s

Common Stock. In addition, the Company has agreed to pay Sarborg cash consideration of $8 million, with the cash portion of the consideration

deferred until such time as the Company raises no less than $20 million using an at-the-market facility program.

For

purposes of this filing, the Purchase Agreement is referred to as the “Investment.”

CDT

Equity Inc. is a data-driven pharmaceutical development and digital asset treasury management company focused on identifying, enhancing,

and advancing high-potential therapeutic assets through scientific innovation and strategic partnerships. The Company has evolved into

a broader, more agile platform that leverages artificial intelligence, solid-form chemistry, and efficient asset repositioning to accelerate

the development of novel treatments.

The

Company’s strategy is centered on unlocking the untapped value of clinical-stage compounds, particularly those deprioritized by

larger pharmaceutical companies with strong, supporting Phase I safety data. Through advanced co-crystallization and solid-form technologies

developed at our Cambridge facilities, the Company improves drug properties and extends patent life by up to 20 years. In partnership

with Sarborg, the Company also applies AI-powered disease mapping to rapidly identify new therapeutic applications for existing compounds.

Unaudited

Pro Forma Financial Information

The

following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation

S-X. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 gives effect to the Investment as if it had

been completed on January 1, 2025 and combines the consolidated balance sheet of the Company as of December 31, 2025 with the impact

of the Investment as of December 31, 2025.

The

unaudited pro forma condensed consolidated statement of operations combines the historical results of the Company and Sarborg for the

year ended December 31, 2025, and gives effect to the Investment as if it had occurred on January 1, 2025. The unaudited pro forma condensed

consolidated statement of operations for the year ended December 31, 2025 combines the consolidated statement of operations of the Company

for the year ended December 31, 2025 and the Company’s ownership interest of Sarborg’s statement of operations for the year

ended December 31, 2025.

The

unaudited pro forma condensed consolidated financial statements do not give effect to the potential impact of current financial conditions,

regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the investment in

Sarborg.

The

unaudited pro forma condensed consolidated financial statements should be read in conjunction with the:

● accompanying

notes to the unaudited pro forma condensed consolidated financial statements;

● audited

financial statements of the Company as of and for the year ended December 31, 2025 in Form

10-K

● audited

financial statements of Sarborg Limited as of and for the years ended December 31, 2025 and

2024 included in Exhibit 99.1 in Form 8-K/A

CDT

EQUITY INC.

UNAUDITED

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

of December 31, 2025

(in

thousands, except share and per share amounts)

Historical

Transaction Accounting Adjustments

Note

Pro Forma

ASSETS

Current assets

Cash and cash equivalents

$ 1,509

Prepaid R&D services- related party

881

Prepaid R&D services

166

Prepaid expenses and other current assets

1,823

Total current assets

4,379

Equity method investments

122,898

3 (a),3(b)

122,898

Operating lease right-of-use assets, net

142

Equipment and clinical assets, net

269

Prepaid expenses and other long-term assets

860

Total Assets

$ 5,650

$ 122,898

$ 128,548

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 1,913

Accrued expenses and other current liabilities

538

8,000

3 (a)

8,538

Accrued litigation liability

9,594

Operating lease liability, current portion

115

Convertible promissory notes payable

Convertible promissory notes payable at fair value

660

Total current liabilities

12,820

8,000

20,820

Total Liabilities

$ 12,820

$ 8,000

$ 20,820

Stockholders’ equity (deficit)

Common stock, par value $0.0001; 250,000,000 shares authorized at December 31, 2025, 9,214 shares issued and outstanding at December 31, 2025.

Preferred stock, par value $0.0001; 1,000,000 shares authorized at December 31, 2025; nil shares issued and outstanding at December 31, 2025

Additional paid-in capital

61,171

115,000

3 (a)

176,171

Accumulated deficit

(68,325 )

(102 )

3 (b)

(68,427 )

Accumulated other comprehensive income (loss)

(16 )

Total stockholders’ equity (deficit)

(7,170 )

114,898

107,728

Total liabilities and stockholders’ equity

$ 5,650

$ 122,898

$ 128,548

CDT

EQUITY INC.

UNAUDITED

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For

the Year Ended December 31, 2025

Historical

Transaction Accounting Adjustments

Note

Pro Forma

Operating expense:

Research and development expenses

$ 5,054

$ -

$ 5,054

General and administrative expenses

31,703

Total operating costs and expenses

36,757

Operating loss

(36,757 )

Other income (expenses)

Loss on equity method investment

(102 )

3 (b)

(102 )

Other expense, net

(2,176 )

Interest income

Interest expense, net

(319 )

Total other expense, net

(2,467 )

(102 )

(2,569 )

Net loss

$ (39,224 )

$ (102 )

$ (39,326 )

Basic and diluted net loss per share

$ (1,177.89 )

$ (0.23 )

$ (82.70 )

Basic and diluted weighted-average common shares outstanding

33,300

442,213

475,513

Comprehensive loss:

Foreign currency translation adjustment

(430 )

Total comprehensive loss

$ (39,654 )

$ (102 )

$ (39,756 )

NOTE

1 - BASIS OF PRO FORMA PRESENTATION

The

unaudited pro forma statements of operations and unaudited pro forma balance sheets for the periods presented is based on the financial

statements of the Company and Sarborg after giving effect to the Investment and the Company’s ownership interest in Sarborg. These

pro forma financial statements present the combined results and financial position as though the Investment had occurred on those dates.

The Company and Sarborg’s historical financial statements were prepared in accordance with accounting principles generally accepted

in the United States (“U.S. GAAP”).

The

unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 gives effect to the Investment as if it had been completed

on January 1, 2025 and combines the consolidated balance sheet of the Company as of December 31, 2025 with the impact of the Investment

as of December 31, 2025.

The

unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025 combines the consolidated statement

of operations of the Company for the year ended December 31, 2025 and the Company’s 20% ownership interest of Sarborg’s statement

of operations for the year ended December 31, 2025.

NOTE

2 – INVESTMENT IN SARBORG LIMITED

discussed above, on February 19, 2026, the Company entered into a Securities Purchase Agreement with all of the Investors of Sarborg,

and the Investors agreed to sell to the Company, and the Company agreed to acquire from the Investors, an aggregate of 1,020 shares of

Sarborg, representing approximately 20% of the outstanding common stock of Sarborg.

consideration for the purchase, the Company has agreed to issue to the investors, in the aggregate: (i) 2,392 shares of the Company’s

Common Stock, exercise price of $0.025 per share and (ii) pre-funded warrants to purchase up to 439,915 shares of Common Stock. In addition,

the Company has agreed to pay Sarborg cash consideration of $8 million, with the cash portion of the consideration deferred until such

time as the Company raises no less than $20 million using an at-the-market facility program.

The

Company determined that it has the ability to exercise significant influence over Sarborg through its ownership interest and participation

in certain strategic and operating decisions and, accordingly, accounts for this investment under the equity method of accounting in

accordance with ASC 323, Investments—Equity Method and Joint Ventures. Significant influence is generally presumed to exist when

the Company owns between 20% and 50% of the outstanding voting stock of the investee.

The

Company records the investment at its carrying value, including the proportionate share of the investee’s earnings and losses within

earnings, and evaluates the investment for impairment when events or changes in circumstances indicate that the carrying amount may not

be recoverable. There has been no impairment of Sarborg identified or recorded.

NOTE

3 – PRO FORMA ADJUSTMENTS

The

following pro forma adjustments are included in the Company’s unaudited pro forma condensed consolidated financial information:

(a)

The

Company recorded $115 million in Additional paid in Capital from shares issued to the investors of Sarborg of the Company’s

Common Stock of 2,392, and pre-funded warrants to purchase up to 439,915 shares of the Company’s Common Stock, valued at the

closing price on February 18, 2026. In addition, the Company recorded a $8.0 million liability that is payable upon the Company raises

$20.0 million using an at-the-market facility program.

(b)

$0.1 million loss on the investment in Sarborg to reflect the Company’s 20% proportionate share of Sarborg’s net loss

for the year ended December 31, 2025.

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XML — IDEA: XBRL DOCUMENT

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Filename: R1.htm · Sequence: 22

v3.26.1

Cover

Feb. 19, 2026

Document Type

8-K/A

Amendment Flag

true

Amendment Description

This

Amendment No. 1 (the “Amendment No. 1”) to CDT Equity Inc.’s (the “Company”) Current Report on Form 8-K

dated February 19, 2026 and filed on February 24, 2026 (the “Original Report”) is being filed with respect to the initial

investment in Sarborg Limited, a Cayman Islands Company (“Sarborg”) to include Item 2.01, the audited financial statements

of business acquired required by Item 9.01(a), and unaudited pro forma consolidated financial information required by Item 9.01(b). Such

information should be read in conjunction with the Original Report. Except as expressly set forth herein, this Amendment No. 1 does not

amend, modify, or update any other information contained in the Original Report, and this Amendment No. 1 speaks as of the date hereof.

Document Period End Date

Feb. 19, 2026

Entity File Number

001-41245

Entity Registrant Name

CDT

Equity Inc.

Entity Central Index Key

0001896212

Entity Tax Identification Number

87-3272543

Entity Incorporation, State or Country Code

Entity Address, Address Line One

4851

Tamiami Trail North

Entity Address, Address Line Two

Suite 200

Entity Address, City or Town

Naples

Entity Address, State or Province

Entity Address, Postal Zip Code

34103

City Area Code

(646)

Local Phone Number

491-9132

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false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Common Stock, $0.0001 par value per share

Title of 12(b) Security

Common Stock, $0.0001 par

value per share

Trading Symbol

CDT

Security Exchange Name

NASDAQ

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

Title of 12(b) Security

Redeemable Warrants, each

whole warrant exercisable for one share of Common Stock

Trading Symbol

CDTTW

Security Exchange Name

NASDAQ

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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