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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): October 8, 2025
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
October 8, 2025, 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-8 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 at the Company’s Special Meeting of Stockholders held on May 5, 2025.
The
Reverse Stock Split will become effective on October 10, 2025, 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 October 13, 2025, at
market open under the existing ticker symbol, “CDT.” As of the Effective Time, every eight 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 20678X403.
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 October 10, 2025.
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
October 9, 2025, 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 October 8, 2025 |
| 99.1 |
|
Press Release, dated October 9, 2025 |
| 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. |
| |
|
|
| October 9, 2025 |
By: |
/s/ Andrew
Regan |
| |
Name: |
Andrew Regan |
| |
Title: |
Chief Executive Officer |
