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CDT Equity Inc. (Nasdaq: CDT) approves 1-for-10 reverse stock split

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CDT Equity Inc. approved and is implementing a 1-for-10 reverse stock split of its common stock to ensure continued compliance with the Nasdaq bid-price rule. The split becomes effective on July 17, 2026 at 5:00 p.m. Eastern Time, and the shares will begin trading on a split-adjusted basis on The Nasdaq Capital Market on July 20, 2026 under the existing symbol CDT, with a new CUSIP number 20678X601.

Each block of ten issued and outstanding shares will be combined into one share, with the par value remaining $0.0001 per share and other terms unchanged. No fractional shares will be issued; stockholders will receive cash in lieu based on the July 17, 2026 closing price. Following the reverse split, outstanding common shares are expected to be reduced to approximately 631,077, and proportional adjustments will apply to equity awards, convertible securities, warrants, and equity incentive plan reserves.

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Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse stock split ratio 1-for-10 Every ten issued and outstanding common shares will be combined into one share as of the Effective Time.
Reverse stock split effective time July 17, 2026, 5:00 p.m. Eastern Time Date and time when the reverse stock split becomes effective.
First split-adjusted trading date July 20, 2026 Date when CDT common stock is expected to trade on a split-adjusted basis on Nasdaq.
Post-reverse-split shares outstanding approximately 631,077 shares Outstanding common stock after the reverse stock split becomes effective.
Par value per share $0.0001 per share Par value of common stock, unchanged by the reverse stock split.
reverse stock split financial
"filed a certificate of amendment ... to effectuate a 1-for-10 reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq bid-price rule market
"approved a 1-for-10 reverse stock split ... to ensure continued compliance with the Nasdaq bid-price rule"
A Nasdaq listing standard that requires a company’s stock to maintain a minimum quoted bid price (commonly $1) over a specified period; if the share price closes below that threshold for a set number of business days, Nasdaq notifies the company of noncompliance and may begin delisting procedures unless the company regains the required bid level. It matters to investors because falling below the threshold can put a stock at risk of being moved off the exchange, which can affect where and how easily shares trade and can change perceptions of the company’s stability—similar to a vehicle failing an inspection and losing its license to operate on the road.
equity incentive plans financial
"shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans"
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.
transfer agent financial
"Continental Stock Transfer & Trust Co. will serve as the exchange agent for the reverse stock split"
A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.
book-entry form financial
"stockholders holding shares electronically in book-entry form are not required to take any action"
A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

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

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FAQ

What reverse stock split did CDT Equity Inc. (CDT) approve?
CDT Equity Inc. approved a 1-for-10 reverse stock split of its common stock. Every 10 issued and outstanding shares will be combined into one share, with the par value per share remaining at $0.0001 and other terms of the stock unchanged.

When will CDT Equity Inc. (CDT) implement the reverse stock split and trading change?
The reverse stock split becomes effective on July 17, 2026 at 5:00 p.m. Eastern Time. CDT’s common stock is expected to begin trading on a split-adjusted basis on July 20, 2026 on The Nasdaq Capital Market under the existing ticker symbol CDT.

How many CDT Equity Inc. (CDT) shares will be outstanding after the reverse stock split?
After the reverse stock split, outstanding CDT Equity common shares are expected to be reduced to approximately 631,077. This reflects the combination of every 10 currently issued and outstanding shares into one share as of the effective time of the split.

How will CDT Equity Inc. (CDT) handle fractional shares in the reverse split?
CDT Equity will not issue fractional shares in the reverse split. Stockholders who would otherwise receive a fraction will instead receive cash in lieu, based on the split-adjusted closing price on Nasdaq on July 17, 2026.

Why is CDT Equity Inc. (CDT) conducting a reverse stock split?
The board approved the 1-for-10 reverse stock split to ensure continued compliance with the Nasdaq bid-price rule. The company’s stockholders had previously authorized future reverse stock splits and granted the board discretion over the exact split ratio and timing.

What happens to CDT Equity Inc. (CDT) options, warrants, and equity plans after the split?
CDT Equity will make proportional adjustments to equity awards, convertible securities, and warrants, including their exercise prices, and to the number of shares authorized and reserved under its equity incentive plans, consistent with the 1-for-10 reverse stock split.
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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): July 15, 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 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Current Report”) is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 15, 2026, CDT Equity Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Company’s stockholders previously approved future reverse stock splits and granted the board of directors the authority to determine the exact split ratios and when to proceed with any such reverse stock splits.

 

The Reverse Stock Split will become effective on July 17, 2026, at 5:00 p.m., Eastern Time (the “Effective Time”) and the Common Stock is expected to begin trading on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on July 20, 2026, at market open under the existing ticker symbol, “CDT.” As of the Effective Time, every ten shares of the Company’s issued and outstanding Common Stock will be combined into one share of Common Stock.

 

The par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split Common Stock CUSIP number will be 20678X601.

 

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price per share of the Common Stock (as adjusted for the Reverse Stock Split) on the Nasdaq Capital Market on July 17, 2026.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On July 16, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except as expressly set forth by specific reference in such filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained therein.

 

Forward-Looking Statements

 

This Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will,” “would,” “expected,” or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impacts, if any, on the Company’s Common Stock. Forward-Looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly disclaims any obligation or undertaking to update or revise and forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
3.1   Certificate of Amendment filed with the Delaware Secretary of State on July 15, 2026
99.1   Press Release, dated July 16, 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.
     
July 16, 2026 By: /s/ Andrew Regan
  Name:  Andrew Regan
  Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

CDT Equity Inc. Announces Reverse Stock Split

 

NAPLES, Fla. and CAMBRIDGE, United Kingdom, July 16, 2026 (GLOBE NEWSWIRE) — CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”), announces that its board of directors has approved a 1-for-10 reverse stock split of the Company’s common stock, to ensure continued compliance with the Nasdaq bid-price rule. The Company’s stockholders approved future reverse stock splits, their timing, and granted the board of directors authority to determine future exact split ratios.

 

The reverse stock split will become effective on July 17, 2026, at 5:00 pm, Eastern Time (the “Effective Time”), and the Company’s common stock is expected to begin trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market (“Nasdaq”) at market open under the existing ticker symbol, “CDT” on July 20, 2026, the date which has been approved by Nasdaq for the effectiveness of such split.

 

As of the Effective Time, every 10 shares of the Company’s issued and outstanding common stock will be combined into one share of common stock. The par value per share of the Company’s common stock will remain unchanged at $0.0001. Proportional adjustments will be made to the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants, as well as the applicable exercise price, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans.

 

The Company’s common stock will continue to trade on Nasdaq under the symbol “CDT” following the reverse stock split, with a new CUSIP number of 20678X601. After the effectiveness of the reverse stock split, the number of outstanding shares of common stock will be reduced to approximately 631,077. No fractional shares will be issued in connection with the reverse stock split, and stockholders who would otherwise be entitled to a fractional share will receive a proportional cash payment.

 

The Company’s transfer agent, Continental Stock Transfer & Trust Co., will serve as the exchange agent for the reverse stock split. Registered stockholders holding pre-reverse stock split shares of common stock electronically in book-entry form are not required to take any action to receive post-reverse stock split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker’s particular processes, and will not be required to take any action in connection with the reverse stock split.

 

About CDT Equity Inc.

 

CDT Equity Inc. (NASDAQ: CDT) is a data-driven biopharmaceutical development company focused on identifying, enhancing, and advancing high-potential therapeutic assets through scientific innovation and strategic partnerships. Originally established as Conduit Pharmaceuticals, the company has evolved into a broader, more agile platform that leverages artificial intelligence, solid-form chemistry, and efficient asset repositioning to accelerate the development of novel treatments. Looking ahead, CDT are committed to creating shareholder value through licensing, strategic M&A, and positioning the company as a platform for transformative innovation.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains certain forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this press release, including statements regarding CDT’s future results of operations and financial position, CDT’s business strategy, prospective product candidates, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated studies and business endeavors with third parties, and future results of current and anticipated product candidates, are forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to; the effect that the reverse stock split may have on the price of the Company’s common stock; the ability or inability to maintain the listing of CDT’s securities on Nasdaq; the ability to recognize the anticipated benefits of the business combination completed in September 2023, which may be affected by, among other things, competition; the ability of the combined company to grow and manage growth economically and hire and retain key employees; the risks that CDT’s product candidates in development fail clinical trials or are not approved by the U.S. Food and Drug Administration or other applicable authorities on a timely basis or at all; changes in applicable laws or regulations; the possibility that CDT may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties identified in other filings made by CDT with the U.S. Securities and Exchange Commission. Moreover, CDT operates in a very competitive and rapidly changing environment. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond CDT’s control, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, CDT assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. CDT gives no assurance that it will achieve its expectations.

 

Investors

 

CDT Equity Inc.

 

Info@cdtequity.com

 

 

 

Source: View Original Filing on SEC EDGAR

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