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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): November 2, 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
November 2, 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-20 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, to maintain compliance with Nasdaq Listing Rules.
The
Reverse Stock Split will become effective on November 5, 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 November 6, 2026, at
market open under the existing ticker symbol, “CDT.” As of the Effective Time, every 20 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 20678X809. After the effectiveness of the Reverse Stock Split, the number of outstanding shares
of Common Stock will be reduced from 20,357,283 shares of Common Stock to approximately 1,017,864 shares of Common Stock.
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 November 5, 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.
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 November 2, 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. |
| |
|
|
| November
4, 2026 |
By: |
/s/
James Bligh |
| |
Name: |
James
Bligh |
| |
Title: |
Chief
Executive Officer and Chief Financial Officer |
