UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-41245

CDT EQUITY INC.

(Exact name of registrant as specified in its charter)

Delaware

87-3272543

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4581 Tamiami Trail North, Suite 200 Naples, Florida		34103
(Address of Principal Executive Offices)		(Zip Code)

(646) 491-9132

(Registrant’s telephone number, including area code)

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, par value $0.0001 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

If 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of July 15, 2026, there were 6,310,778 shares of common stock, $0.0001 par value (the “Common Stock”) of the registrant issued and outstanding.

CDT EQUITY INC.

Form 10-Q

Table of Contents

		Page
Part I-Financial Information.

Item 1.	Financial Statements.	1
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025.	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 and 2025.	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025.	4
	Notes to Unaudited Condensed Consolidated Financial Statements.	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	33
Item 4.	Controls and Procedures.	33

Part II-Other Information.

Item 1.	Legal Proceedings.	34
Item 1A.	Risk Factors.	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	34
Item 3.	Defaults Upon Senior Securities.	34
Item 4.	Mine Safety Disclosures.	34
Item 5.	Other Information.	34
Item 6.	Exhibits.	34

Part III-Signatures.		36

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) for the quarterly period ended March 31, 2026 contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. This includes, without limitation, statements regarding the financial position and the plans and objectives of management for our future operations. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described herein under “Item 1A. Risk Factors,” those described in our Annual Report on Form 10-K for the year ended December 31, 2025, under “Item 1A. Risk Factors,” filed with the U.S. Securities and Exchange Commission (the “SEC”). You are urged to consider these factors carefully when evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the filing date of this Quarterly Report. Unless required by law, we do not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. You should, however, review the risk factors we describe in the reports we will file from time to time with the SEC after the date of this Quarterly Report.

This Quarterly Report may also contain market data related to our business and industry. These market data include projections that are based on a number of assumptions. If these assumptions turn out to be incorrect, actual results may differ from the projections based on these assumptions. As a result, our markets may not grow at the rates projected by these data, or at all. The failure of these markets to grow at these projected rates may harm our business, results of operations, financial condition, and the market price of our Common Stock.

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

CDT EQUITY INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	March 31, 2026			December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	97		$	1,509
Prepaid R&D services- related party (see Note 8 and Note 13)		765			881
Prepaid R&D services		104			166
Prepaid expenses and other current assets		2,086			1,823
Total current assets		3,052			4,379
Equity method investments		122,932			-
Operating lease right-of-use assets, net		109			142
Equipment and clinical assets, net		213			269
Prepaid expenses and other long-term assets		781			860
Total assets	$	127,087		$	5,650
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	2,416		$	1,913
Investment payable		8,000			-
Accrued expenses and other current liabilities		786			538
Accrued litigation liability		9,582			9,594
Operating lease liability, current portion		79			115
Convertible promissory notes payable at fair value		773			660
Convertible promissory notes payable at fair value		-			-
Notes payable		-			-
Total current liabilities		21,636			12,820
Total liabilities		21,636			12,820

Commitments and contingencies (see Note 15)		-			-

Stockholders’ equity (deficit)
Common stock, par value $0.0001; 250,000,000 shares authorized at March 31, 2026 and December 31, 2025, respectively, 4,722,457 shares and 92,140 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		-			-
Preferred stock, par value $0.0001; 1,000,000 shares authorized at March 31, 2026 and December 31, 2025, respectively; nil shares issued and outstanding at March 31, 2026 and December 31, 2025		-			-
Additional paid-in capital		177,608			61,171
Accumulated deficit		(72,388	)		(68,325	)
Accumulated other comprehensive income (loss)		231			(16	)
Total stockholders’ equity (deficit)		105,451			(7,170	)
Total liabilities and stockholders’ equity (deficit)	$	127,087		$	5,650

The accompanying notes are an integral part of these condensed consolidated financial statements.

CDT EQUITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share amounts)

	2026			2025
	Three Months ended March 31,
	2026			2025
Operating expenses:
Research and development expenses	$	778		$	916
General and administrative expenses		2,878			2,700
Total operating expenses		3,656			3,616
Operating loss		(3,656	)		(3,616	)
Other income (expense):
Other expense, net		(290	)		(969	)
Loss on equity method investment		(68	)		-
Interest income		-			8
Interest expense		(49	)		(176	)
Total other expense, net		(407	)		(1,137	)
Net loss	$	(4,063	)	$	(4,753	)
Basic and diluted net loss per share	$	(5.56	)	$	(3,670.27	)
Basic and diluted weighted-average common shares outstanding		730,461			1,295
Comprehensive loss:
Foreign currency translation adjustment		247			(68	)
Total comprehensive loss	$	(3,816	)	$	(4,821	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

CDT EQUITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited)

(in thousands, except share amounts)

	Shares		Amount		capital		deficit			income			(deficit)
	Common stock				Additional paid-in		Accumulated			Accumulated other comprehensive			Total stockholders’ equity
	Shares		Amount		capital		deficit			income			(deficit)

Balance at January 1, 2026		92,140	$	-	$	61,171	$	(68,325	)	$	(16	)	$	(7,170	)
Issuance of Common Stock for services		26,857		-		530		-			-			530
Issuance of Common Stock upon exercise of conversion option		25,760		-		709		-			-			709
Stock-based compensation		-		-		198		-			-			198
Shares issued for equity line of credit		8,161		-		-		-			-			-
Issuance of common stock upon investment		23,920		-		622		-			-			622
Issuance of warrants upon investment		-		-		114,378		-			-			114,378
Exercise of warrants attributable to investment		4,398,218		-		-		-			-			-
Exercise of warrants attributable to the sale of previously controlled subsidiary		147,401		-		-		-			-			-
Foreign currency translation adjustment		-		-		-		-			247			247
Net loss		-		-		-		(4,063	)		-			(4,063	)
Balance at March 31, 2026		4,722,457	$	-	$	177,608	$	(72,388	)	$	231		$	105,451

	Common stock				Additional paid-in		Accumulated			Accumulated other comprehensive			Total stockholders’ equity
	Shares		Amount		capital		deficit			income			(deficit)

Balance at January 1, 2025		461	$	-	$	21,894	$	(29,101	)	$	414		$	(6,793	)
Issuance of Common Stock for services		816		-		2,212		-			-			2,212
Issuance of Common Stock under the ATM Program		1,448		-		8,168		-			-			8,168
Issuance of Common Stock upon exercise of conversion option		443		-		4,080		-			-			4,080
Stock-based compensation		-		-		234		-			-			234
Foreign currency translation adjustment		-		-		-		-			(68	)		(68	)
Net loss		-		-		-		(4,753	)		-			(4,753	)
Balance at March 31, 2025		3,168	$	-	$	36,588	$	(33,854	)	$	346		$