SEC Form 4 filed by Taylor Mark Andrew

3/30/26 9:23:30 PM ET

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SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Taylor Mark Andrew

(Last)

(First)

(Middle)

418 SPEARGRASS FLAT ROAD

(Street)

QUEENSTOWN

00000

(City)

(State)

(Zip)

NEW ZEALAND

(Country)

2. Issuer Name and Ticker or Trading Symbol
CDT Equity Inc. [ CDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2026⁽¹⁾		J		46,902⁽¹⁾⁽²⁾	D	$0⁽¹⁾	279,656⁽²⁾	I	By Prospect Finance Limited⁽²⁾
Common Stock	03/17/2026⁽³⁾		J		51,420,358⁽²⁾⁽³⁾	A	$0⁽³⁾	51,700,014⁽²⁾	I	By Prospect Capital Securities Limited and Prospect Finance Limited⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Pre-Funded Warrants	$0⁽¹⁾	02/19/2026⁽¹⁾		J			9,968,931⁽¹⁾	03/17/2026⁽³⁾	⁽³⁾	Common Stock	9,968,931	$0⁽¹⁾	14,609,501	I	By Prospect Finance Limited⁽²⁾
Pre-Funded Warrants	$0⁽³⁾	03/17/2026⁽³⁾		J			51,161,318⁽¹⁾⁽³⁾	03/17/2026⁽¹⁾	⁽³⁾	Common Stock	51,161,318	$0⁽³⁾	0	I	By Prospect Capital Securities Limited and Prospect Finance Limited⁽²⁾

1. Name and Address of Reporting Person^*

Taylor Mark Andrew

(Last)

(First)

(Middle)

418 SPEARGRASS FLAT ROAD

(Street)

QUEENSTOWN

00000

(City)

(State)

(Zip)

NEW ZEALAND

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Prospect Capital Securities Ltd

(Last)

(First)

(Middle)

LEVEL 4 16 VIADUCT HARBOUR AVENUE

(Street)

AUCKLAND

00000

(City)

(State)

(Zip)

NEW ZEALAND

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Prospect Finance Ltd

(Last)

(First)

(Middle)

LEVEL 4 16 VIADUCT HARBOUR AVENUE

(Street)

AUCKLAND

00000

(City)

(State)

(Zip)

NEW ZEALAND

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On February 19, 2026, Prospect Finance Limited, a New Zealand company ("Prospect Finance"), transferred (i) 46,902 shares of common stock, par value $0.0001 per share (the "Common Stock"), of CDT Equity Inc. (the "Issuer"), and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase 9,968,931 shares of Common Stock, to a third party, each for no consideration.

2. Mark Taylor is the sole director and sole shareholder of each of Prospect Capital Securities Limited, a New Zealand company ("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. On March 17, 2026, following the certification of the results of the Issuer's special meeting of stockholders wherein the stockholders approved the issuance of Common Stock upon the exercise of the Pre-Funded Warrants, the Pre-Funded Warrants became exercisable and Prospect Capital and Prospect Finance each exercised all of their Pre-Funded Warrants pursuant to the "cashless" exercise provision thereof and received 36,544,028 and 14,876,330 shares of Common Stock, respectively. The Pre-Funded Warrants have no expiration date and are exercisable until exercised in full.

	/s/ Mark Taylor	03/30/2026
	Prospect Capital Securities Ltd, by /s/ Mark Taylor	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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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 4: SEC 1474 (03-26)

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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Common Stock

02/19/2026⁽¹⁾

46,902⁽¹⁾⁽²⁾

$0⁽¹⁾

279,656⁽²⁾

By Prospect Finance Limited⁽²⁾

Common Stock

03/17/2026⁽³⁾

51,420,358⁽²⁾⁽³⁾

$0⁽³⁾

51,700,014⁽²⁾

By Prospect Capital Securities Limited and Prospect Finance Limited⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Pre-Funded Warrants

$0⁽¹⁾

02/19/2026⁽¹⁾

9,968,931⁽¹⁾

03/17/2026⁽³⁾

⁽³⁾

Common Stock

9,968,931

$0⁽¹⁾

14,609,501

By Prospect Finance Limited⁽²⁾

Pre-Funded Warrants

$0⁽³⁾

03/17/2026⁽³⁾

51,161,318⁽¹⁾⁽³⁾

03/17/2026⁽¹⁾

⁽³⁾

Common Stock

51,161,318

$0⁽³⁾

By Prospect Capital Securities Limited and Prospect Finance Limited⁽²⁾

SEC Form 4 filed by Taylor Mark Andrew

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