false
--12-31
0001896212
0001896212
2026-03-24
2026-03-24
0001896212
cdt:CommonStock0.0001ParValuePerShareMember
2026-03-24
2026-03-24
0001896212
cdt:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember
2026-03-24
2026-03-24
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): March 24, 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
March 24, 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-25 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 March 26, 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 March 27, 2026, at market
open under the existing ticker symbol, “CDT.” As of the Effective Time, every twenty-five 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 20678X502.
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 March 26, 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
March 25, 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 March 24, 2026 |
| 99.1 |
|
Press Release, dated March 25, 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. |
| |
|
|
| March 25, 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, March 25, 2026 (GLOBE NEWSWIRE) — CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”),
announces that its board of directors has approved a 1-for-25 reverse stock split of the Company’s common stock. 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 March 26, 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 March 27, 2026, the date which has been approved by Nasdaq for
the effectiveness of such split.
As
of the Effective Time, every 25 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 20678X502. After the effectiveness of the reverse stock split, the number of outstanding shares of common stock
will be reduced to approximately 4,722,450. 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
