CDT Equity (NASDAQ: CDT) wins backing for large share issues and Cayman move

Rhea-AI Filing Summary

CDT Equity Inc. reported that stockholders approved seven proposals at a special meeting held on March 17, 2026. A quorum was present with proxies representing over one-third of common shares entitled to vote.

Stockholders approved the issuance of up to 3,685,815 shares of common stock upon exercise of certain pre-funded warrants, and separately approved the issuance of up to 109,978,918 shares upon exercise of additional pre-funded warrants, each in accordance with Nasdaq Listing Rule 5635. They also approved issuances of common stock under a January 16, 2026 equity line of credit purchase agreement.

Investors authorized one or more reverse stock splits at ratios between 1-for-2 and 1-for-100, and in the aggregate not more than 1-for-250, at the board’s discretion, as well as an increase in authorized common shares from 250,000,000 to 500,000,000. Stockholders further approved redomestication of the company from Delaware to the Cayman Islands, including adoption of new memorandum and articles of association, and authorized potential adjournment of the meeting to continue soliciting votes if needed.

Insights

Equity Capital Markets Analyst

CDT Equity secured broad approval for major capital and structural flexibility.

The meeting outcomes give CDT Equity authority for substantial new share issuance through pre-funded warrants and an equity line of credit, plus a large increase in authorized common shares to 500,000,000. Together, these actions expand the company’s ability to raise equity capital.

The reverse stock split authorization, with ratios up to an aggregate 1-for-250, provides tools to manage share price and listing requirements but also concentrates existing holdings. Redomestication to the Cayman Islands and new governing documents represent a significant legal and governance shift whose practical effects will depend on how the new structure is implemented over time.

Because these approvals collectively enable large potential share issuance and a change of corporate jurisdiction, they are materially relevant for investors evaluating future dilution risk and governance dynamics. Actual impact will depend on the pace and scale of any equity line draws, warrant exercises and use of the new capital structure disclosed in subsequent company communications.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 17, 2026

CDT Equity Inc.

(Exact name of registrant as specified in its charter)

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

4581 Tamiami Trail North, Suite 200 Naples, FL		34103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 491-9132

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 5.07. Submission of Matters to a Vote of Security Holders.

On March 17, 2026, CDT Equity Inc. (the “Company”) convened a special meeting of stockholders (the “Special Meeting”). Proxies had been submitted by stockholders representing over one-third of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) outstanding and entitled to vote, which constituted a quorum. At the Special Meeting, the Company’s stockholders voted on seven proposals, which are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 6, 2026 (the “Proxy Statement”) and is incorporated herein by reference.

The following is a brief description of the matters voted upon and the results, including the number of votes cast for and against each respective matter and the number of abstentions with respect to each matter. Proxies for the Special Meeting were solicited pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and there was no solicitation in opposition of management’s solicitation.

Proposal No. 1. Stockholders approved the issuance of up to 3,685,815 shares of the Company’s Common Stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s Common Stock in accordance with Nasdaq Listing Rule 5635. The voting results were as follows:

Votes For		Votes Against		Abstentions
2,231,826		79,366		1,184

Proposal No. 2. Stockholders approved the issuance of shares of Common Stock, for purposes of Nasdaq Listing Rule 5635, pursuant to that certain purchase agreement, dated January 16, 2026, establishing an equity line of credit. The voting results were as follows:

Votes For		Votes Against		Abstentions
2,237,240		73,938		1,198

Proposal No. 3. Stockholders approved the issuance of up to 109,978,918 shares of the Company’s Common Stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s Common Stock in accordance with Nasdaq Listing Rule 5635. The voting results were as follows:

Votes For		Votes Against		Abstentions
2,234,348		76,855		1,173

Proposal No. 4. Stockholders approved one or more amendments of the Company’s Second Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the Company’s Common Stock, at a ratio ranging from any whole number between and including 1-for-2 and 1-for-100 and in the aggregate not more than 1-for-250, inclusive, as determined by the Company’s board of directors in its discretion, subject to the authority of the board of directors to abandon such amendments. The voting results were as follows:

Votes For		Votes Against		Abstentions
2,238,772		73,473		131

Proposal No. 5. Stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 250,000,000 to 500,000,000 shares. The voting results were as follows:

Votes For		Votes Against		Abstentions
2,233,957		77,247		1,172

Proposal No. 6. Stockholders approved (A) the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion under Delaware law and (B)(i) the redomestication of the Company from the State of Delaware to the Cayman Islands by a transfer by way of continuation under the laws of the Cayman Islands and (ii) the adoption of the memorandum and articles of association of the Company, substantially in the form attached as Annex E to the Company’s Proxy Statement (the “Articles”). The voting results were as follows:

Votes For		Votes Against		Abstentions
2,217,954		72,557		21,865

Proposal No. 7. Stockholders approved the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals Nos. 1, 2, 3, 4, 5, and 6. The voting results were as follows:

Votes For		Votes Against		Abstentions
2,216,210		74,447		21,719

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.

Date: March 18, 2026	CDT EQUITY INC.
	By:	/s/ Andrew Regan
	Name:	Andrew Regan
	Title:	Chief Executive Officer

FAQ

What did CDT (CDT Equity Inc.) stockholders approve at the March 17, 2026 special meeting?

Stockholders approved seven proposals, including multiple large common stock issuance authorizations, a wide-range reverse stock split option, doubling authorized shares to 500,000,000, redomestication to the Cayman Islands, and authority to adjourn the meeting to continue soliciting votes on these matters if needed.

How many CDT common shares are tied to the newly approved pre-funded warrants?

Investors approved issuances of up to 3,685,815 CDT common shares upon exercise of one set of pre-funded warrants and up to 109,978,918 shares upon exercise of another, each under Nasdaq Listing Rule 5635, creating substantial capacity for additional equity issuance if those warrants are exercised in the future.

What reverse stock split authority did CDT Equity receive from shareholders?

Shareholders approved amendments allowing one or more reverse stock splits of CDT’s common stock at ratios between 1-for-2 and 1-for-100, and in the aggregate not more than 1-for-250. The board may choose the exact ratio or abandon the amendments at its discretion based on future conditions.

How did CDT change its authorized share capital at the special meeting?

Stockholders approved an amendment to increase CDT’s authorized common stock from 250,000,000 to 500,000,000 shares. This doubling of authorized capital significantly expands the company’s capacity to issue new shares for financing, strategic transactions or other corporate purposes, subject to future board decisions.

Did CDT Equity stockholders approve the company’s redomestication to the Cayman Islands?

Yes. Stockholders approved redomestication from Delaware to the Cayman Islands via conversion or continuation and adoption of new memorandum and articles of association in the form attached as Annex E to the proxy statement, representing a major change in CDT’s legal domicile and governing documents.

What equity line of credit proposal did CDT Equity stockholders approve?

Stockholders approved issuance of CDT common stock under a January 16, 2026 purchase agreement establishing an equity line of credit. This authorization, granted for Nasdaq Listing Rule 5635 purposes, permits the company to issue shares to the counterparty as it utilizes the equity line for future funding.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.0 KB
• EX-101 XBRL PRESENTATION FILE 24.7 KB