CDT Equity SEC Filings

CDT Equity Inc. is implementing a 1-for-25 reverse stock split of its common stock. The split becomes effective on March 26, 2026 at 5:00 p.m. Eastern Time, with trading on a split-adjusted basis on Nasdaq starting March 27, 2026 under the same ticker, CDT.

Every 25 issued and outstanding shares will be combined into one share, while the par value remains $0.0001. The company expects its post-split outstanding common shares to be reduced to approximately 4,722,450. Outstanding equity awards, convertible securities and warrants, as well as plan reserves and exercise prices, will be adjusted proportionally.

No fractional shares will be issued; stockholders otherwise entitled to fractions will receive a cash payment based on the split-adjusted closing price on March 26, 2026. The common stock will continue trading on Nasdaq with a new CUSIP 20678X502.

CDT Equity Inc. reported that stockholders approved seven proposals at a special meeting held on March 17, 2026. A quorum was present with proxies representing over one-third of common shares entitled to vote.

Stockholders approved the issuance of up to 3,685,815 shares of common stock upon exercise of certain pre-funded warrants, and separately approved the issuance of up to 109,978,918 shares upon exercise of additional pre-funded warrants, each in accordance with Nasdaq Listing Rule 5635. They also approved issuances of common stock under a January 16, 2026 equity line of credit purchase agreement.

Investors authorized one or more reverse stock splits at ratios between 1-for-2 and 1-for-100, and in the aggregate not more than 1-for-250, at the board’s discretion, as well as an increase in authorized common shares from 250,000,000 to 500,000,000. Stockholders further approved redomestication of the company from Delaware to the Cayman Islands, including adoption of new memorandum and articles of association, and authorized potential adjournment of the meeting to continue soliciting votes if needed.

CDT Equity Inc. amended its directed stock purchase agreement with an institutional investor, lowering the equity line of credit floor price to $0.60. At this level, the maximum common shares potentially issuable under the facility is 41,666,667 shares, with full issuance subject to stockholder approval under Nasdaq rules.

The company also entered into a Securities Purchase Agreement and issued a Senior Secured Convertible Promissory Note with principal of up to $555,556, bearing 10% annual interest and maturing on July 3, 2026. After stockholder approval, the investor may convert principal into common shares at the Nasdaq official closing price on the approval date, subject to a 9.99% beneficial ownership cap. The note is secured by company assets and supported by a guaranty, and both the equity line shares and conversion shares are being issued in unregistered transactions under Section 4(a)(2).

CDT Equity Inc. has called a virtual special meeting to ask stockholders to approve several major capital and structural actions. Key items include authorizing up to 3,685,815 shares from December pre-funded warrants and up to 109,978,918 shares from February pre-funded warrants, both subject to Nasdaq Listing Rule 5635.

The company also seeks approval to issue shares under a $25 million equity line of credit with Ascent Partners Fund LLC, which could represent a large portion of the current float. With 4,420,963 shares outstanding as of February 25, 2026, these issuances would be highly dilutive if fully exercised or sold.

Additional proposals would permit one or more reverse stock splits between 1‑for‑2 and, in the aggregate, up to 1‑for‑250, double authorized common shares from 250 million to 500 million, and redomesticate the company from Delaware to the Cayman Islands, changing the governing law and charter framework.

CDT Equity Inc. entered a Securities Purchase Agreement to acquire approximately 20% of Sarborg Limited in exchange for equity, warrants and future cash. The company will issue 598,006 shares of common stock and pre-funded warrants to purchase up to 109,978,918 additional shares, plus pay Sarborg $8 million in cash after it raises at least $20 million through an at-the-market program. The pre-funded warrants, priced at $0.0001 per share, are exercisable only after required stockholder approval under Nasdaq rules. CDT Equity also extended two consulting agreements, paying retainers via 199,734 shares to NJS Foresight Bio-Advisory and 341,702 shares to Thesprogen PC, and previously issued 130,000 shares to Maxim Partners LLC for investment banking services.

CDT Equity Inc. is soliciting stockholder approval at a virtual special meeting on March 17, 2026 to authorize multiple capital and corporate-structure actions. Key items include approval to issue 3,685,815 shares upon exercise of December pre-funded warrants, approval of an equity line permitting up to $25 million or 19.99% (whichever is less) of newly issued shares, and approval to issue up to 109,978,918 shares upon exercise of February pre-funded warrants. The board also seeks authority to effect one or more reverse stock splits at ratios between 1-for-2 and 1-for-100 (aggregate not more than 1-for-250), to increase authorized common shares from 250,000,000 to 500,000,000, and to redomesticate the company to the Cayman Islands. Shares outstanding were 4,420,963 as of the Record Date.

CDT Equity Inc. director Farley Chele Chiavacci reported acquiring new equity-linked interests in connection with a share purchase deal. On February 19, 2026, the director agreed to transfer 18 shares of Sarborg Limited, valued at about $2,029,411, to CDT Equity.

As consideration, the director received 10,553 shares of CDT common stock and pre-funded warrants to purchase up to 1,940,804 CDT common shares at $1.04 per share. These pre-funded warrants cannot be exercised until CDT obtains requisite stockholder approval under Nasdaq Listing Rule 5635 and will remain exercisable until they are fully exercised.

CDT Equity Inc. Schedule 13G discloses that a group of related reporting persons collectively report 9.9% beneficial ownership of Common Stock as of 02/17/2026.

The filing shows 255,657 shares as the number with shared voting and dispositive power, Ascent directly holds 204,031 shares, and the ownership percentages are calculated using 2,303,490 shares outstanding and up to 51,626 shares issuable under a Directed Stock Purchase Agreement subject to a 9.99% ownership blocker.

CDT Equity Inc. is registering 22,846,452 shares of common stock for resale by existing holders. The shares relate to stock issued for consulting services, an equity line of credit with Ascent Partners Fund, and a sale-and-purchase agreement with Corvus Capital that includes pre-funded warrants.

This is a resale registration, so CDT will not receive proceeds from investors’ purchases under this prospectus. However, a separate equity line allows CDT, at its option, to sell up to $25 million of stock to Ascent over up to 36 months, subject to price and ownership limits.

Corvus, an entity controlled by CDT’s CEO, received CDT shares and 3,685,815 pre-funded warrants as $7,000,000 consideration for acquiring subsidiary CPL and its related litigation exposure. CDT highlights substantial funding needs, an accumulated deficit of $47.0 million as of September 30, 2025, a quarterly net loss of $7.1 million, potential Nasdaq listing risk, and the chance that these resales and any future issuances may significantly dilute existing stockholders and pressure the share price.