CDT Equity (CDT) discloses pre-funded warrants from Sarborg deal
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
CDT Equity Inc. filed an initial ownership report showing that Prospect Capital Securities Limited and Prospect Finance Limited hold Common Stock and Pre-Funded Warrants received as consideration in a Securities Purchase Agreement dated February 19, 2026, related to Sarborg Limited.
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. Prospect Finance received 127,209 shares of Common Stock and Pre-Funded Warrants to purchase up to 24,578,432 shares in exchange for 218 Sarborg shares.
The Pre-Funded Warrants have an exercise price of $0.0001 per share, are subject to shareholder approval and a 49.99% beneficial ownership limitation, have no expiration date, and will be exercisable once approved until exercised in full. Mark Taylor, as sole director and shareholder of both entities, may be deemed to beneficially own these securities, but disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Taylor Mark Andrew, Prospect Capital Securities Ltd, Prospect Finance Ltd
Role
10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Pre-Funded Warrant | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrant — 0 shares (Indirect, See footnotes);
Common Stock — 325,958 shares (Indirect, See footnotes)
Footnotes (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. 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. 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.
Key Figures
Common Stock to Prospect Capital: 198,749 shares
Pre-Funded Warrants to Prospect Capital: 36,551,817 shares
Common Stock to Prospect Finance: 127,209 shares
+4 more
7 metrics
Common Stock to Prospect Capital
198,749 shares
Received under February 19, 2026 Purchase Agreement
Pre-Funded Warrants to Prospect Capital
36,551,817 shares
Maximum Common Stock purchasable via warrants
Common Stock to Prospect Finance
127,209 shares
Received under February 19, 2026 Purchase Agreement
Pre-Funded Warrants to Prospect Finance
24,578,432 shares
Maximum Common Stock purchasable via warrants
Combined Common Stock held indirectly
325,958 shares
Total Common Stock following transaction as indirect ownership
Warrant exercise price
$0.0001 per share
Exercise price of Pre-Funded Warrants
Beneficial ownership cap
49.99%
Limit on ownership through Pre-Funded Warrant exercises
Key Terms
Pre-Funded Warrants, Securities Purchase Agreement, beneficial ownership limitation, pecuniary interest
4 terms
Pre-Funded Warrants financial
"and pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Securities Purchase Agreement financial
"pursuant to the terms of that certain Securities Purchase Agreement, dated February 19, 2026"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
beneficial ownership limitation financial
"subject to shareholder approval and a 49.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
pecuniary interest financial
"Mr. Taylor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein"
FAQ
What does the CDT Form 3 filing show about initial ownership?
The filing shows initial ownership in CDT Equity Inc. by Prospect Capital Securities Limited and Prospect Finance Limited, which hold Common Stock and Pre-Funded Warrants received as consideration in a February 19, 2026 Securities Purchase Agreement involving Sarborg Limited.
What are the key terms of CDT Equity’s Pre-Funded Warrants?
The Pre-Funded Warrants carry a $0.0001 per share exercise price, have no expiration date, and are exercisable once CDT Equity shareholders approve them, subject to a 49.99% beneficial ownership limitation that restricts how much of the company can be held through exercise.
What is Mark Taylor’s relationship to the CDT Equity securities reported?
Mark Taylor is the sole director and sole shareholder of both Prospect Capital Securities Limited and Prospect Finance Limited. He may be deemed to beneficially own their CDT Equity securities but disclaims beneficial ownership except to the extent of his pecuniary interest in those entities.