false
0001896212
0001896212
2026-06-23
2026-06-23
0001896212
CDT:CommonStock0.0001ParValuePerShareMember
2026-06-23
2026-06-23
0001896212
CDT:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember
2026-06-23
2026-06-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |