CDT Equity Inc美国招股说明书（2026-05-01版本）

5,348,058 Shares of Common Stock The shares of common stock, par value $0.0001 per share (the “Common Stock”) of CDT Equity Inc. (the “Company”) registered forresale pursuant to this prospectus consist of (i) up to 925,925 shares of Common Stock (the “ELOC Shares”) issuable pursuant to anamendment entered into on March 3, 2026 (the “Amendment”) to the directed stock purchase agreement entered into on January 16,2026 (as amended, the “Amended ELOC Purchase Agreement”) by and between the Company and Ascent Partners Fund LLC(“Ascent”) relating to an equity line of credit; and (ii) 4,422,133 shares of Common Stock (the “Sarborg Shares,” and together with the We are registering the Shares on behalf of the Selling Stockholders to be offered and sold by them from time to time. We are notselling any securities under this prospectus and will not receive any proceeds from the sale of our Common Stock by the SellingStockholders in the offering described in this prospectus. The Selling Stockholders may sell any, all or none of the Shares offered by The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may offer or sell the Sharesfrom time to time in a number of different ways and at varying prices, including through public or private transactions at prevailingmarket prices, at prices related to prevailing market prices or at privately negotiated prices. See “Plan of Distribution” on page 13 of This prospectus describes the general manner in which the Shares may be offered and sold. When the Selling Stockholders sell Sharesunder this prospectus, we may, if necessary and required by law, provide a prospectus supplement that will contain specificinformation about the terms of that offering. Any prospectus supplement may also add to, update, modify or replace information Our Common Stock is traded on The Nasdaq Capital Market under the trading symbol “CDT.” On April 30, 2026, the last reportedsale price of our Common Stock on The Nasdaq Capital Market was $2.33. On March 24, 2026, the Company filed a certificate of amendment to the Company’s Second Amended and Restated Certificate ofIncorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effectuate a 1-for-25 reverse stock split (the“Reverse Stock Split”) of the outstanding shares of the Company’s Common Stock. Effective March 26, 2026 at 5:00 p.m. EasternTime, every 25 shares of our Common Stock, either issued or outstanding, immediately prior to the filing and effectiveness of ourCertificate of Amendment, was automatically combined and converted (without any further act) into one fully paid and non-assessable All financial information, share numbers, option numbers, warrant numbers, other derivative security numbers and exercise pricesappearing in this registration statement have been adjusted to give effect to the Reverse Stock Split, except where otherwise stated. INVESTINGIN OUR SECURITIES INVOLVES RISKS.SEE THE“RISK FACTORS”ON PAGE 5 OF THISPROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is May 1, 2026. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the“SEC”) utilizing a “shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to time,sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale of the Shares by the We have not, and the Selling Stockholders have not, authorized anyone to provide you with information different than or inconsistentwith the information contained in or incorporated by reference in this prospectus, any applicable prospectus supplement or any freewriting prospectus that we have authorized for use in connection with this offering. Neither we nor the Selling Stockholders takeresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, andthe Selling Stockholders are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or inwhich the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer orsolicitation. You should assume that the information contained in or incorporated by reference in this prospectus, any applicableprospectus supplement or in any free writing prospectus that we have authorized for use in connection with this offering, is accurate The distribution of this prospectus and this offering of our securities in certain jurisd