SEC Form 3 filed by new insider Taylor Mark Andrew
$CDT
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 02/19/2026 | 3. Issuer Name and Ticker or Trading Symbol
CDT Equity Inc. [ CDT ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 325,958(1) | I(2) | See footnotes(1)(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Pre-Funded Warrant | 03/17/2026(3) | (3) | Common Stock | (1)(2) | $0.0001 | I(2) | See footnotes(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These shares of common stock, par value $0.0001 per share ("Common Stock"), of CDT Equity Inc. (the "Issuer") and pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of Common Stock are held directly by Prospect Capital Securities Limited ("Prospect Capital") and Prospect Finance Limited ("Prospect Finance"), and were received as consideration pursuant to the terms of that certain Securities Purchase Agreement, dated February 19, 2026 (the "Purchase Agreement"), by and among the Issuer and the stockholders of Sarborg Limited ("Sarborg"), including Prospect Capital and Prospect Finance. Pursuant to the Purchase Agreement, Prospect Capital received 198,749 shares of Common Stock and Pre-Funded Warrants to purchase up to 36,551,817 shares of Common Stock in exchange for 339 Sarborg Shares and Prospect Finance received 127,209 shares of Common Stock and Pre-Funded Warrants to purchase up to 24,578,432 shares of Common Stock in exchange for 218 Sarborg Shares. |
| 2. Mark Taylor is the sole director and sole shareholder of each of Prospect Capital and Prospect Finance. By virtue of these relationships, Mr. Taylor may be deemed to beneficially own the securities held of record by each of Prospect Capital and Prospect Finance. Mr. Taylor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. |
| 3. The exercisability of the Pre-Funded Warrants is subject to shareholder approval and a 49.99% beneficial ownership limitation. The Pre-Funded Warrants have no expiration date and are to be exercisable, once approved by the shareholders of the Issuer, until exercised in full. |
| /s/ Mark Taylor | 03/30/2026 | |
| Prospect Capital Securities Ltd, by /s/ Mark Taylor, Director | 03/30/2026 | |
| Prospect Finance Ltd, by /s/ Mark Taylor, Director | 03/30/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||