CDT Equity changes independent auditor

CDT Equity Inc. reported that its audit committee dismissed CBIZ CPAs P.C. as independent auditor and approved Carr, Riggs & Ingram, L.L.C.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CDT Equity Inc. reported that its audit committee dismissed CBIZ CPAs P.C. as independent auditor and approved Carr, Riggs & Ingram, L.L.C. (CRI) as the new independent registered public accounting firm, effective June 23, 2026.

CBIZ CPAs’ audit report on the year ended December 31, 2025 contained an explanatory paragraph about substantial doubt regarding CDT Equity’s ability to continue as a going concern. The company also disclosed previously identified material weaknesses in internal control over financial reporting, including limited segregation of duties, lack of formal review processes, recurring errors, inadequate control design, restatements, and inconsistent review of related-party transactions. The company states there were no disagreements with CBIZ CPAs on accounting or auditing matters, and it had not consulted CRI on accounting issues before the engagement.

Positive

None.

Negative

Going-concern uncertainty: The prior auditor’s 2025 report included an explanatory paragraph stating there was substantial doubt about CDT Equity’s ability to continue as a going concern.
Multiple material weaknesses: The company cites numerous material weaknesses in internal control over financial reporting, including limited segregation of duties, recurring accounting errors, inadequate control design, restatements, and inconsistent review of related-party transactions.
Auditor turnover: Within a relatively short period, the company has dismissed Marcum LLP, then CBIZ CPAs, and now engaged Carr, Riggs & Ingram as auditor, which may raise governance and financial reporting quality concerns.

Insights

Auditor change follows prior going-concern and control weaknesses.

CDT Equity Inc. replaced CBIZ CPAs with Carr, Riggs & Ingram as its independent auditor after CBIZ’s 2025 report included a going-concern explanatory paragraph. The company also highlights multiple material weaknesses in internal control over financial reporting.

There were no reported disagreements with CBIZ on accounting principles, disclosures, or audit scope, and the company says it did not consult CRI on specific accounting issues before engagement. This reduces concern about opinion shopping but does not address the underlying going-concern risks or control deficiencies.

From an investor perspective, the key issues remain the substantial doubt about the company’s ability to continue as a going concern and the extensive control weaknesses that previously led to restatements and recurring errors. Subsequent annual and quarterly reports will be important to see whether the new auditor relationship coincides with remediation progress.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Auditor dismissal date: June 23, 2026 Audit year referenced: Year ended December 31, 2025 Recent fiscal years covered: 2025 and 2024 +3 more

6 metrics

Auditor dismissal date June 23, 2026 Date CBIZ CPAs was dismissed and CRI engaged

Audit year referenced Year ended December 31, 2025 CBIZ CPAs’ audit report with going-concern paragraph

Recent fiscal years covered 2025 and 2024 Period referenced for auditor relationships and events

Marcum dismissal date April 24, 2025 Marcum LLP dismissed as auditor

CBIZ appointment date April 25, 2025 CBIZ CPAs appointed as auditor

CBIZ SEC letter date June 29, 2026 CBIZ CPAs’ letter filed as Exhibit 16.1

Key Terms

going concern, material weaknesses, internal control over financial reporting, reportable events, +2 more

6 terms

going concern financial

"contained an explanatory paragraph regarding the Company stating that there was substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

material weaknesses financial

"except for the material weaknesses in the Company’s internal control over financial reporting related to"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

internal control over financial reporting financial

"material weaknesses in the Company’s internal control over financial reporting related to"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

reportable events regulatory

"and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weaknesses"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"approved the engagement of Carr, Riggs & Ingram, L.L.C. (“CRI”) as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CDT (CDT Equity Inc.) announce about its auditor?

CDT Equity Inc. announced that its audit committee dismissed CBIZ CPAs P.C. and approved Carr, Riggs & Ingram, L.L.C. as its new independent registered public accounting firm, effective June 23, 2026, changing the firm responsible for auditing its consolidated financial statements.

Why is CDT’s prior going-concern paragraph important for investors?

CBIZ CPAs’ audit report for the year ended December 31, 2025 included an explanatory paragraph expressing substantial doubt about CDT Equity’s ability to continue as a going concern, signaling significant uncertainty about the company’s future financial viability and liquidity position.

Did CDT Equity Inc. report disagreements with its former auditor CBIZ CPAs?

The company states there were no disagreements with CBIZ CPAs on accounting principles, financial statement disclosures, or audit scope or procedures during the relevant period that would have been referenced in CBIZ’s report on CDT Equity’s 2025 consolidated financial statements.

What internal control weaknesses did CDT (CDT Equity Inc.) disclose?

CDT Equity disclosed material weaknesses in internal control over financial reporting, including limited segregation of duties, lack of formal review and approval processes, numerous recurring errors, inadequate control design, restatements of prior periods, and inconsistent review and documentation of related-party transactions.

Has CDT Equity consulted its new auditor CRI on accounting issues before engagement?

CDT Equity states that neither it nor anyone on its behalf consulted Carr, Riggs & Ingram before engagement on accounting principles, potential audit opinions, or matters involving disagreements or reportable events as defined in Item 304 of Regulation S-K.

How many times has CDT Equity changed auditors recently?

The company previously dismissed Marcum LLP on April 24, 2025, appointed CBIZ CPAs on April 25, 2025, and then, on June 23, 2026, dismissed CBIZ CPAs and engaged Carr, Riggs & Ingram as its independent registered public accounting firm.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2026

CDT Equity Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41245	87-3272543
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4851 Tamiami Trail North, Suite 200, Naples, FL		34103
(Address of principal executive offices)		(Zip Code)

(646) 491-9132

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 par value 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

On June 23, 2026, the audit committee (the “Audit Committee”) of the board of directors (the “Board”) of CDT Equity Inc. (the “Company”) (i) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public accounting firm and (ii) approved the engagement of Carr, Riggs & Ingram, L.L.C. (“CRI”) as the Company’s independent registered public accounting firm.

CBIZ CPAs’ audit report on the Company’s consolidated financial statements as of and for the year ended December 31, 2025 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit report on the consolidated financial statements of the Company for the year ended December 31, 2025 contained an explanatory paragraph regarding the Company stating that there was substantial doubt about the Company’s ability to continue as a going concern. As previously disclosed in the Company’s current report on Form 8-K filed on April 25, 2025, on April 24, 2025 Marcum LLP was dismissed, and on April 25, 2025 CBIZ CPAs was appointed, as the Company’s independent registered public accounting firm.

From the period starting April 25, 2025 through June 23, 2026, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and CBIZ CPAs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of CBIZ CPAs, would have caused CBIZ CPAs to make reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements for the year ended December 31, 2025, and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weaknesses in the Company’s internal control over financial reporting related to: (i) the segregation of duties is limited and heavily reliant on interim personnel and third-party consultants to perform these activities, (ii) the Company lacks a formal process for review and approval of significant transactions and accounts on a contemporaneous basis and there have been numerous, recurring errors in account balances and disclosures, (iii) the Company has not designed adequate and appropriate internal controls under an appropriate internal control over financial reporting framework, (iv) the Company did not appropriately review and evaluate the accounting implications of all material transactions that occurred in the audit period which resulted in a restatement of previous periods, and (v) the review controls around certain related party transactions did not operate consistently and the review of such transactions was not always contemporaneously documented, each as disclosed in the Company’s Annual Report for the fiscal year ended December 31, 2025.

During the Company’s two most recent fiscal years ended December 31, 2025 and 2024 and the subsequent period prior to the engagement of CRI on June 23, 2026, neither the Company nor anyone on its behalf has consulted with CRI on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by CRI that CRI concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event as set forth in Item 304(a)(1)(iv) of Regulation S-K.

The Company provided CBIZ CPAs with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that CBIZ CPAs furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements made by the Company in response to Item 304(a) of Regulation S-K and, if it does not agree, the respects in which it does not agree. A copy of CBIZ CPAs’ letter, dated June 29, 2026, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from CBIZ CPAs P.C. to the Securities and Exchange Commission dated June 29, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CDT EQUITY INC.

June 29, 2026	By:	/s/ Andrew Regan
	Name:	Andrew Regan
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

CDT Equity changes independent auditor