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  4. [8-K] CDT Equity Inc. Reports Material Event

CDT Equity names CEO, gets reverse split approval

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

Rhea-AI Filing Summary

CDT Equity Inc. (CDT) appointed James Bligh as Chief Executive Officer effective August 31, 2026; he will continue as Chief Financial Officer and a director. Under a new employment agreement, he receives a $600,000 annual base salary and is eligible for an annual cash bonus targeted at 50% of base salary.

Former CEO and director Dr. Andrew Regan resigned effective the same date, receiving $50,000 per month in severance for six months, and the board size decreased from five to four members. Stockholders at the August 28, 2026 annual meeting elected five directors, ratified Carr, Riggs & Ingram, L.L.C. as auditor, and approved amendments authorizing one or more reverse stock splits within a range between 1‑for‑2 and, in the aggregate, not more than 1‑for‑500, at the board’s discretion.

Stockholders also approved share issuances under a senior secured convertible note and warrant issued to J.J. Astor & Co., and the issuance of up to 12,131,770 shares of common stock upon exercise of certain pre‑funded warrants, each under Nasdaq Listing Rule 5635, along with an adjournment proposal supporting these items.

Positive

  • None.

Negative

  • Potential dilution from equity approvals: Stockholders approved the issuance of shares under a senior secured convertible note and warrant, and up to 12,131,770 shares of common stock upon exercise of pre‑funded warrants, which could materially increase the share count if fully issued.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
CEO annual base salary $600,000 Annual base salary for James Bligh as Chief Executive Officer
CEO target bonus percentage 50% of base salary Target annual cash performance bonus for James Bligh
Regan monthly severance $50,000 Monthly severance to Dr. Andrew Regan for six months after resignation
Pre-funded warrant share capacity 12,131,770 shares of Common Stock Maximum aggregate shares issuable upon exercise of certain pre‑funded warrants
Auditor ratification votes for 302,336 Votes for ratifying Carr, Riggs & Ingram, L.L.C. as auditor for 2026
Reverse stock split approval votes for 240,831 Votes for amendments authorizing reverse stock splits between 1‑for‑2 and up to 1‑for‑500 in aggregate
Quorum threshold exceeded Over one-third of shares Proxies submitted representing over one-third of outstanding common shares entitled to vote
reverse stock splits financial
"approved one or more amendments ... to effect one or more reverse stock splits"
A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.
senior secured convertible note financial
"pursuant to that certain senior secured convertible note and common stock purchase warrant"
A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.
pre-funded warrants financial
"issuance of up to an aggregate of 12,131,770 shares ... upon exercise of certain pre-funded warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Nasdaq Listing Rule 5635 regulatory
"issuance of shares of Common Stock under Nasdaq Listing Rule 5635 pursuant to that certain"
Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.
Payment in Lieu of Notice financial
"by making a payment in lieu of notice equal to his base salary for the unexpired"
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.

FAQ

What executive leadership changes did CDT (CDT) announce on August 31, 2026?
CDT appointed James Bligh as Chief Executive Officer effective August 31, 2026. He will also remain Chief Financial Officer and a director. Former CEO and director Dr. Andrew Regan resigned from both roles effective the same date.

What are the key compensation terms for CDT (CDT) CEO James Bligh?
Under his employment agreement, James Bligh receives an annual base salary of $600,000 and is eligible for an annual cash performance bonus targeted at 50% of base salary, based on performance criteria set by the board. He also participates in standard senior officer benefit plans.

What severance will former CDT (CDT) CEO Dr. Andrew Regan receive?
In connection with his resignation, Dr. Andrew Regan will receive a severance payment of $50,000 per month for the next six months. His decision to resign was stated as not due to any disagreement regarding the company’s operations, policies, or practices.

What reverse stock split authority did CDT (CDT) stockholders approve?
Stockholders approved amendments to allow one or more reverse stock splits of common stock at ratios ranging from 1‑for‑2 to, in the aggregate, not more than 1‑for‑500, as determined by the board, with the board also authorized to abandon such amendments.

How many CDT (CDT) shares may be issued under pre-funded warrants?
Stockholders approved the issuance of up to an aggregate of 12,131,770 shares of common stock upon exercise of certain pre‑funded warrants to purchase common stock, under Nasdaq Listing Rule 5635.

Which auditor did CDT (CDT) stockholders ratify for 2026?
Stockholders ratified Carr, Riggs & Ingram, L.L.C. as CDT’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 302,336 votes for, 8,643 against, and 1,186 abstentions.

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

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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): August 28, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of James Bligh

 

On August 31, 2026 (the “Effective Date”), CDT Equity Inc (the “Company”) appointed Mr. James Bligh to serve as Chief Executive Officer, effective immediately. Following Mr. Bligh’s appointment as Chief Executive Officer, he will also continue to serve as a member of the Company’s Board of Directors (the “Board”) and as the Company’s Chief Financial Officer until a successor is named. Mr. Bligh’s business experience and age are included in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on August 11, 2026 (the “Proxy Statement”), and are incorporated by reference herein.

 

In connection with Mr. Bligh’s appointment as Chief Executive Officer, on the Effective Date, the Company entered into an employment agreement with Mr. Bligh (the “Bligh Employment Agreement”). Under the Bligh Employment Agreement, Mr. Bligh will serve as Chief Executive Officer. Mr. Bligh will also serve as a member of the Board, without additional compensation. Mr. Bligh will receive an annual base salary of $600,000 and is eligible to earn an annual cash performance bonus with a target of 50% of his base salary, based on his and the Company’s attainment of financial or other performance criteria established by the Board. Mr. Bligh will also be entitled to participate in employee benefit plans generally made available to other senior officers of the Company and to be reimbursed for all ordinary and reasonable out of pocket business expenses incurred in connection with his service as Chief Executive Officer.

 

Either party may terminate the Bligh Employment Agreement by giving not less than 12 months’ written notice. The Company may, in its sole discretion, terminate Mr. Bligh’s employment with immediate effect and without notice by making a payment in lieu of notice equal to his base salary for the unexpired portion of the notice period (the “Payment in Lieu of Notice”). The Company may also terminate Mr. Bligh’s employment immediately for Cause (as defined in the Bligh Employment Agreement), without notice and without Payment in Lieu of Notice. If Mr. Bligh’s employment terminates for any reason other than Cause, he is eligible to receive a pro-rated target bonus for the portion of the fiscal year served prior to the date of termination. The Bligh Employment Agreement also contains customary provisions regarding confidentiality, non-interference with Company employees for one year following termination, cooperation with the Company following termination, and assignment of inventions. The Bligh Employment Agreement is governed by the laws of the Cayman Islands. The foregoing description of the Bligh Employment Agreement is qualified in its entirety by reference to the full text of the Bligh Employment Agreement, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference. 

 

Mr. Bligh is not a party to any material plan, contract or arrangement with the Company, except for the Bligh Employment Agreement, and there are no arrangements or understandings between Mr. Bligh and any other person pursuant to which Mr. Bligh was selected to serve as Chief Executive Officer of the Company, nor is Mr. Bligh a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except as disclosed in the Company’s Proxy Statement, which is incorporated herein by reference. There are no family relationships between Mr. Bligh and any other director or executive officer of the Company.

 

Resignation of Dr. Andrew Regan

 

On the Effective Date, Dr. Andrew Regan notified the Board of his resignation from both the Board and his position as Chief Executive Officer effective immediately. Dr. Regan’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with his resignation, the Company will pay Dr. Regan a severance payment in the amount of $50,000 a month for the next six months. Following Dr. Regan’s resignation, the Board was reduced from five to four members.

 

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

 

On August 28, 2026, the Company convened its 2026 annual meeting of stockholders (the “Annual 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 Annual Meeting, the Company’s stockholders voted on six proposals, which are described in more detail in the Company’s Proxy Statement and 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 Annual 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 elected the five director nominees, each to serve until the Company’s 2027 annual meeting of stockholders or until their respective successor has been duly elected and qualified. The voting results were as follows:

 

Director Name   Votes For   Votes Withheld
Andrew Regan   297,254   14,911
Chele Chiavacci Farley   296,589   15,576
James Bligh   297,197   14,968
Simon Fry   295,787   16,378
Ulrik Olsen   297,204   14,961

 

Proposal No. 2. Stockholders ratified the appointment of Carr, Riggs & Ingram, L.L.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:

 

Votes For   Votes Against   Abstentions
302,336   8,643   1,186

 

Proposal No. 3. 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-500, 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
240,831   36,330   35,004

 

Proposal No. 4. Stockholders approved the issuance of shares of Common Stock under Nasdaq Listing Rule 5635 pursuant to that certain senior secured convertible note and common stock purchase warrant issued to J.J. Astor & Co. The voting results were as follows:

 

Votes For   Votes Against   Abstentions
254,403   22,769   34,993

 

Proposal No. 5. Stockholders approved the issuance of up to an aggregate of 12,131,770 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase shares of Common Stock under Nasdaq Listing Rule 5635. The voting results were as follows:

 

Votes For   Votes Against   Abstentions
244,610   32,570   34,985

 

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

 

Votes For   Votes Against   Abstentions
295,404   16,556   205

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Employment Agreement, dated August 31, 2026, between James Bligh and the Company
104   Cover Page Interactive Data File - the cover page XBRL tags are 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.

 

Date: September 1, 2026 CDT EQUITY INC.
     
  By: /s/ James Bligh
  Name: James Bligh
  Title: Chief Executive Officer and Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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