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

Nasdaq warns CDT Equity (CDT) over delayed Form 10-Q but trading continues

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Form Type
8-K

Rhea-AI Filing Summary

CDT Equity Inc. reported receiving a Nasdaq deficiency notice because it did not file its Form 10‑Q for the quarter ended March 31, 2026 on time, as required by Nasdaq Listing Rule 5250(c)(1) governing periodic filings. The notice does not immediately affect trading or the listing of its common stock or warrants on The Nasdaq Capital Market.

Nasdaq has given the company until July 20, 2026 to submit a plan to regain compliance. CDT Equity anticipates filing the delayed Form 10‑Q once its review process is complete, which it expects will restore compliance with the periodic filing requirement.

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Insights

Nasdaq notice flags an administrative lapse but allows time to cure.

CDT Equity Inc. disclosed that Nasdaq notified it of non‑compliance with Listing Rule 5250(c)(1) after the company missed the filing deadline for its Form 10‑Q for the quarter ended March 31, 2026. The notice itself does not immediately affect trading or listing status.

Under Nasdaq rules, CDT has until July 20, 2026 to submit a plan to regain compliance. The company states it anticipates filing the Form 10‑Q once review of the current draft is complete, which would address the periodic filing requirement if done as described.

The practical impact depends on CDT’s ability to complete and file the report and have any compliance plan accepted. Subsequent SEC and exchange disclosures will show whether the Form 10‑Q is filed and whether Nasdaq accepts the company’s remediation steps.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
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.
Missed report Form 10-Q for quarter ended March 31, 2026 Not filed on time, triggering Nasdaq notice
Compliance deadline July 20, 2026 Date by which CDT must submit plan to Nasdaq
Listing rule Nasdaq Listing Rule 5250(c)(1) Periodic Filing Requirement cited in the notice
Notice date May 21, 2026 Date Nasdaq issued the deficiency notice
Press release date May 28, 2026 Date CDT publicly announced the Nasdaq notice
Nasdaq Listing Rule 5250(c)(1) regulatory
"not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Requirement”)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Periodic Filing Requirement regulatory
"regain compliance with the Periodic Filing Requirement by no later than July 20, 2026"
A periodic filing requirement is a legal obligation for publicly traded companies to submit regular reports about their financial health, operations and material developments to regulators and the public. Like scheduled medical check-ups for a business, these reports give investors up-to-date, standardized information they can use to judge risk, compare companies, and make buy/sell decisions; missed or misleading filings can signal problems and affect a stock’s price.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. On May 28, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"This press release contains certain forward-looking statements within the meaning of the federal securities laws."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
The Nasdaq Capital Market financial
"as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5250(c)(1)"
A tier of the Nasdaq stock exchange that hosts smaller or early-stage public companies that meet defined listing standards for size, share price and governance. Think of it as a particular shelf in a store for emerging brands: it gives investors a centralized place to find and trade these stocks while signaling that the companies meet basic regulatory and financial rules. Investors watch it for growth opportunities and higher volatility compared with larger markets.
Understanding 8-K Material Events →
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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): May 21, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On May 21, 2026, CDT Equity Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Requirement”) because the Company did not file its Quarterly Report on Form 10-Q for the three-month period ended March 31, 2026 (the “Form 10-Q”) in a timely manner, as required for continued listing on The Nasdaq Capital Market. The Notice has no immediate effect on the listing or trading of the Company’s securities. The Notice indicated that the Company must submit a formal plan to regain compliance with the Periodic Filing Requirement by no later than July 20, 2026. The Company anticipates filing its Form 10-Q as soon as the review process of the current draft is complete, thereby regaining compliance with the Periodic Filing Requirement.

 

Item 7.01. Regulation FD Disclosure.

 

On May 28, 2026, the Company issued a press release announcing the Notice. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and is 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 to be “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.

 

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 “anticipates,” “will,” “would,” “expects,” or the negative of such terms, or other comparable terminology, and include statements about the Notice and its impact, if any, on the Company’s securities. 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 that 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 any forward-looking statement contained herein, or to reflect any change in the Company’s 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
     
99.1   Press Release, dated May 28, 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.
     
May 28, 2026 By: /s/ Andrew Regan
  Name: Andrew Regan
  Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 99.1

 

CDT Equity Inc. Announces Receipt of Nasdaq Deficiency Letter

 

NAPLES, Fla. and CAMBRIDGE, United Kingdom, May 28, 2026 (GLOBE NEWSWIRE) — CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”), today announced that the Company received a written notice (“Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on May 21, 2026 indicating that the Company did not timely file its Quarterly Report on Form 10-Q for the three-month period ended March 31, 2026 (the “Form 10-Q”), as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Requirement”). The Notice does not have an immediate effect on the listing or trading of the Company’s securities. The Notice provided that under Nasdaq rules, the Company has until July 20, 2026 to submit a plan to regain compliance with the Periodic Filing Requirement. The Company anticipates filing its Form 10-Q as soon as the review process of the current draft is complete, thereby regaining compliance with the Periodic Filing Requirement.

 

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 is 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 Notice may have on the Company’s securities; 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

FAQ

Why did CDT Equity Inc. (CDT) receive a Nasdaq deficiency notice?

CDT Equity received a Nasdaq deficiency notice because it did not file its Form 10‑Q for the quarter ended March 31, 2026 on time, violating Nasdaq Listing Rule 5250(c)(1), which requires timely periodic financial reports for continued listing.

Does the Nasdaq deficiency notice immediately affect trading of CDT Equity (CDT) shares?

The notice has no immediate effect on trading or the listing of CDT Equity’s common stock and warrants on The Nasdaq Capital Market. The company remains listed while it works to regain compliance with the periodic filing requirement.

What deadline did Nasdaq give CDT Equity (CDT) to regain filing compliance?

Nasdaq gave CDT Equity until July 20, 2026 to submit a formal plan to regain compliance with the periodic filing requirement. The company intends to complete review and file the delayed Form 10‑Q, which it expects will restore compliance when accepted.

Which specific Nasdaq rule did CDT Equity (CDT) fail to comply with?

CDT Equity fell out of compliance with Nasdaq Listing Rule 5250(c)(1), referred to as the periodic filing requirement. This rule mandates timely filing of required SEC periodic reports, including Form 10‑Q, as a condition for continued listing on Nasdaq.

How does CDT Equity (CDT) plan to address the Nasdaq deficiency notice?

CDT Equity plans to complete its review of the current draft of the Form 10‑Q for the quarter ended March 31, 2026 and file it as soon as that review is finished. The company expects this filing will enable it to regain compliance with Nasdaq’s filing requirement.

What disclosure did CDT Equity (CDT) make under Regulation FD about the Nasdaq notice?

CDT Equity issued a press release on May 28, 2026 describing the Nasdaq deficiency notice and its timing. The company furnished this release as Exhibit 99.1 under a Regulation FD disclosure item, clarifying it is not deemed filed for Exchange Act liability purposes.

Filing Exhibits & Attachments

5 documents

Press Releases

Other Documents