CDT Equity Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41245 (Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(646)-491-9132 Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.0001 per shareRedeemable Warrants, each whole warrantexercisable for one share of Common Stock CDTCDTTW None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ 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 April 15, 2026, there were 4,858,417 shares of common stock, $0.0001 par value (the “Common Stock”) of theRegistrant issued and outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant as of June30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $552.00 based upon the closingprice reported for such date on The Nasdaq Capital Market. On January 24, 2025, May 19, 2025, October 10, 2025 and March 26, 2026, the Registrant effected 1-for-100, 1-for-15, 1-for-8 and 1-for-25 reverse stock splits of its authorized shares of common stock, respectively. Each reverse stock split was accompaniedby a corresponding decrease in its issued and outstanding shares of common stock. All references to numbers of shares of commonstock and per-share information in this Annual Report on Form 10-K have been adjusted retroactively, as appropriate, to reflect thereverse stock splits. TABLE OF CONTENTS PART I Item 1.Business1Item 1A.Risk Factors26Item 1B.Unresolved Staff Comments51Item IC.Cybersecurity51Item 2.Properties52Item 3.Legal Proceedings52Item 4.Mine Safety Disclosures52 PART II Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities53Item 6.Reserved53Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations54Item 7A.Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements and Supplementary Data62Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure62Item 9A.Controls and Procedures63Item 9B.Other Information64Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections64 PART III It