CDT Equity proposes reverse splits capped at 1-for-1,000
The October Note’s second $2 million tranche is subject to stockholder approval and other conditions on or before December 31, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
CDT Equity Inc. is seeking approval to issue common shares under senior secured convertible notes and warrants issued to J.J. Astor & Co., and authorization for reverse stock splits. At the virtual special meeting on November 12, 2026, the board recommends “FOR” all three proposals. Full conversion and warrant exercise could result in issuance of 20% or more of shares outstanding as of June 11, 2026; full cash exercise of the warrants would issue 373,220 shares.
The October Note has a $6,750,000 principal amount. Its first tranche covered $4,050,000 of principal and provided $3,000,000 before fees, with $2,869,850 in net proceeds. A second $2,000,000 funding tranche, tied to the remaining $2,700,000 of principal, is subject to conditions on or before December 31, 2026. The note matures March 24, 2027, with 24 weekly installments of $168,750 beginning October 14, 2026, subject to increase if the second tranche is funded.
The proposed split may be 1-for-2 to 1-for-100 per amendment, with aggregate reverse splits capped at 1-for-1,000. After approval, the board may select the ratio or abandon the amendments; the authorized common share count would remain unchanged. A majority of votes cast is required on each proposal.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Potentially dilutive issuance: 20% or more of June 11, 2026 outstanding shares.
Key Figures
Key Terms
Floor Price financial
first priority lien financial
at-the-market offering program financial
beneficial ownership limitation regulatory
Minimum Bid Price Requirement regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What reverse stock split is CDT proposing?
What are the terms of CDT’s October convertible note?
What conditions apply to CDT’s second October Note tranche?
How can the Floor Price on CDT’s October Note change?
How must CDT apply proceeds from stock sales to its notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
CDT EQUITY INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(a)(1) and 0-11. |
PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED OCTOBER 16, 2026
4851 Tamiami Trail North, Suite 200
Naples, FL 34103
(646) 491-9132
NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, NOVEMBER 12, 2026
To our stockholders:
The virtual special meeting of stockholders (the “Special Meeting”) of CDT Equity Inc., a Delaware corporation, will be held on Thursday, November 12, 2026, at 10:00 a.m., Eastern Time, for the following purposes:
| 1. | to approve the issuance of shares of common stock, for purposes of Nasdaq Listing Rule 5635, pursuant to certain senior secured convertible notes and common stock purchase warrants issued to J.J. Astor & Co. (Proposal No. 1); |
| 2. | to approve one or more amendments of the Company’s Second Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of our 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-1,000, 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 (Proposal No. 2); |
| 3. | to approve the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals Nos. 1 & 2 (Proposal No. 3); and |
| 4. | to transact such other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. |
Only holders of record of our common stock as of the close of business on October 23, 2026, the record date, are entitled to notice of and to vote at the Special Meeting.
The Special Meeting will be a completely “virtual” meeting of stockholders. You will be able to listen and participate in the virtual meeting as well as vote and submit your questions during the live webcast of the meeting by registering in advance of the Special Meeting at https://www.cstproxy.com/cdtequity/sm2026. If your shares are held by a bank, broker or other agent, please follow the instructions from your bank, broker or other agent to have your shares voted.
Whether or not you plan to participate virtually in the Special Meeting, your vote is important. To assure your representation at the meeting, please vote by following the instructions on the document that has been mailed to you, or, if you received a paper copy of the proxy materials, signing and dating the enclosed proxy card and returning it promptly in the enclosed postage-paid envelope. Sending in your proxy or submitting voting instructions via the Internet will not prevent you from voting during the Special Meeting. If you vote during the Special Meeting pursuant to the voting instructions below, that vote will revoke any prior proxy or voting instructions that you have submitted.
By Order of the Board of Directors,
| James Bligh | |
| Chief Executive Officer, Chief Financial Officer, and Director | |
| London, United Kingdom | |
| ______________, 2026 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE VIRTUAL SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 12, 2026
This Proxy Statement, the Proxy Card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available online at: https://www.cstproxy.com/cdtequity/sm2026
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
| PROPOSAL NO. 1 – TO APPROVE THE ISSUANCE OF SHARES OF COMMON STOCK, FOR PURPOSES OF NASDAQ LISTING RULE 5635, PURSUANT TO CERTAIN SENIOR SECURED CONVERTIBLE NOTES AND COMMON STOCK PURCHASE WARRANTS ISSUED TO J.J. ASTOR & CO. | 5 |
| PROPOSAL NO. 2 – APPROVAL OF 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-1,000, INCLUSIVE, AS DETERMINED BY THE BOARD OF DIRECTORS IN ITS DISCRETION, SUBJECT TO THE AUTHORITY OF THE BOARD OF DIRECTORS TO ABANDON SUCH AMENDMENTS | 8 |
| PROPOSAL NO. 3 – APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY, TO CONTINUE TO SOLICIT VOTES FOR PROPOSALS NOS. 1 AND 2. | 18 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 19 |
| OTHER MATTERS | 20 |
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PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED OCTOBER 16, 2026
4851 Tamiami Trail North, Suite 200
Naples, FL 34103
(646) 491-9132
PROXY STATEMENT
CDT Equity Inc. is furnishing this proxy statement to our stockholders of record as of the close of business on October 23, 2026 (the “Record Date”) in connection with our solicitation of proxies for use at the virtual special meeting of stockholders to be held on Thursday, November 12, 2026, at 10:00 a.m., Eastern Time and any adjournment(s), postponement(s) or other delays thereof (the “Special Meeting”).
The Special Meeting will be a completely “virtual” meeting of stockholders. You will be able to listen and participate in the virtual special meeting as well as vote and submit your questions during the live webcast of the meeting by registering in advance of the Special Meeting at https://www.cstproxy.com/cdtequity/sm2026. If your shares are held by a bank, broker or other agent, please follow the instructions from your bank, broker or other agent to have your shares voted.
References in this proxy statement to the “Company,” “we,” “us,” “our” and similar terms mean CDT Equity Inc.
The accompanying proxy is solicited by our Board of Directors (our “Board”) and is revocable by you at any time before it is voted at the Special Meeting, as described below.
We intend to mail this Proxy Statement, the proxy card and the Notice of Special Meeting on or about October 29, 2026 to all stockholders of record entitled to notice of and to vote at the Special Meeting.
Our principal executive offices are located at 4851 Tamiami Trail North, Suite 200, Naples, FL 34103, and our telephone number is (646) 491-9132.
The Company has previously effected a number of reverse stock splits (collectively, the “Reverse Stock Splits”). All references to numbers of shares of common stock and per-share information in this Proxy Statement have been adjusted retroactively, as appropriate, to reflect the Reverse Stock Splits, unless otherwise noted or the context suggests otherwise.
Who May Vote
Only holders of our common stock, par value $0.0001 per share (the “Common Stock”), outstanding as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. As of the Record Date, there were [__] shares of Common Stock outstanding and entitled to vote at the Special Meeting. Each share of Common Stock is entitled to one vote on all matters. There are no cumulative voting rights.
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Voting Requirements and Quorum
At least one-third of the voting power of all outstanding shares of capital stock of the Company entitled to vote at the Special Meeting, deemed to be virtually present at the meeting or represented by proxy, constitutes a quorum for action at the meeting. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. A “broker non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner exercises its discretionary authority on one or more “routine matters” but does not vote on a given “non-routine” proposal because, with respect to such proposal, such nominee does not have discretionary voting power and has not received instructions from the beneficial owner. The “broker non-votes” occur with respect to the “non-routine” matters for which the broker lacks discretionary authority to vote such uninstructed shares. The vote requirement for each matter is as follows:
| ● | Proposal No. 1 (Approval of the issuance of shares of Common Stock, for purposes of Nasdaq Listing Rule 5635, pursuant to certain senior secured convertible notes and common stock purchase warrants issued to J.J. Astor & Co.) - Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock present virtually or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on the outcome of this proposal. | |
| ● | Proposal No. 2 (Approval of 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 issued and outstanding 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-1,000, 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) - Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock present virtually or represented by proxy at the Special Meeting and entitled to vote thereon. Because this proposal is considered “routine,” brokers will have discretionary authority to vote and, therefore, we do not expect there to be broker non-votes resulting from the vote on Proposal No. 2. Abstentions and broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on the outcome of this proposal. | |
| ● | Proposal No. 3 (Approval of the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals Nos. 1 & 2) - Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock present virtually or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on the outcome of this proposal. |
Broker Non-Votes
If you are a beneficial owner whose shares are held in the name of a bank, broker or other nominee (i.e., your shares are held in “street name”), and you do not provide your bank, broker or other nominee with voting instructions, such nominee has the authority to vote your shares for or against certain “routine” matters. Proposal No. 2 and Proposal No. 3 are the only routine matters being considered at the Special Meeting. Accordingly, your bank, broker or other nominee may vote your shares on Proposal No. 2 and Proposal No. 3 in the absence of your instruction.
Our Board’s Voting Recommendations
Our Board recommends that you vote your shares “FOR” approval of the issuance of shares of Common Stock, for purposes of Nasdaq Listing Rule 5635, pursuant to certain senior secured convertible notes and common stock purchase warrants issued to J.J. Astor & Co. (Proposal No. 1), “FOR” approval of 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 issued and outstanding 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-1,000, 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 (Proposal No. 2), and “FOR” the approval of the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals Nos. 1 & 2 (Proposal No. 3).
General Information
Our Board has made these materials available to you over the Internet, or has delivered printed versions of these materials to you by mail, in connection with our Board’s solicitation of proxies for use at the virtual-only Special Meeting. The Special Meeting is scheduled to be held on Thursday, November 12, 2026, at 10:00 a.m., Eastern Time. To attend the Special Meeting, stockholders must register in advance online by visiting https://www.cstproxy.com/cdtequity/sm2026. This solicitation is for proxies for use at the Special Meeting or at any reconvened meeting after any adjournment or postponement thereof.
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Our Website
Although we include references to our website throughout this proxy statement, information contained on or accessible through our website is not a part of, and is not incorporated by reference into, this proxy statement or any other report or document we file with the Securities and Exchange Commission (“SEC”). Any reference to our website throughout this proxy statement is intended to be an inactive textual reference only.
Giving us your proxy means you authorize our Board’s designated proxy holders (who are identified on the proxy card) to vote your shares at the Special Meeting in the manner that you have indicated and in their discretion on such other matters as may properly come before the Special Meeting. If you sign and return the enclosed proxy card but do not indicate your vote, the designated proxy holders will vote your shares “FOR” approval of the issuance of shares of Common Stock, for purposes of Nasdaq Listing Rule 5635, pursuant to certain senior secured convertible notes and common stock purchase warrants issued to J.J. Astor & Co. (Proposal No. 1), “FOR” approval of 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 issued and outstanding 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-1,000, 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 (Proposal No. 2), and “FOR” the approval of the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals Nos. 1 & 2 (Proposal No. 3).
Voting at the Special Meeting
The Special Meeting will be held entirely online, and you will not be able to physically attend the virtual meeting. Stockholders may attend and participate in the Special Meeting by registering in advance of the Special Meeting at https://www.cstproxy.com/cdtequity/sm2026.
Shares held in your name as the stockholder of record may be voted electronically during the Special Meeting. Shares held in street name, for which you are the beneficial owner but not the stockholder of record, also may be voted electronically during the Special Meeting so long as you obtain a legal proxy from your bank, broker or other nominee and follow the procedures described below.
If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Special Meeting. However, if you are a beneficial owner of shares registered in the name of your broker, bank or other agent, in order to vote at the virtual Special Meeting, you must, in addition to registering in advance at https://www.cstproxy.com/cdtequity/sm2026, obtain a valid legal proxy from your broker, bank or other agent and then register to vote at the Special Meeting. After obtaining a valid legal proxy and completing the proxy card indicating your voting instructions, you must submit proof of your legal proxy, along with your proxy card, as attachments via email to proxy@continentalstock.com in order to vote during the Special Meeting.
Even if you plan to participate in the Special Meeting, we recommend that you submit a proxy to vote your shares in advance, so that your vote will be counted if you later decide not to participate in the Special Meeting.
Voting Without Participating in the Special Meeting
To submit a proxy to vote your shares without participating in the Special Meeting, please follow the instructions provided with your proxy materials. If you request printed copies of the proxy materials by mail, you may also submit a proxy to vote by signing and submitting your proxy card and returning it by mail, if you are the stockholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the stockholder of record. This way your shares will be represented whether or not you are able to participate in the Special Meeting.
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How to Participate in the Special Meeting
You are entitled to participate in the Special Meeting only if you were a stockholder of record as of the Record Date or hold a valid proxy for the Special Meeting.
If you do not comply with the procedures outlined above under “Voting at the Special Meeting,” you will not be admitted to the Special Meeting. We recommend that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the meeting starts. If you encounter any difficulties accessing the Special Meeting during the check-in or meeting time, please call (917) 262-2373.
If we experience technical difficulties during the meeting (such as a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later date (if the technical difficulty is prolonged). In any such situation, we will promptly notify stockholders of the decision via the meeting website.
Revoking a Proxy
You may revoke your proxy or voting instructions by (i) submitting a new proxy with a later date via the Internet before 11:59 p.m., Eastern Time, on November 11, 2026, or by mail delivered to us prior to the Special Meeting or (ii) notifying our Secretary before the Special Meeting by mail delivered to us at our executive offices. If you participate in the virtual-only Special Meeting and vote during the meeting in the virtual platform, any previously submitted proxy or voting instructions will be revoked.
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
How We Solicit Proxies
We will solicit proxies and will bear the entire cost of our solicitation, including the preparation, assembly, printing and mailing of this proxy statement and any additional materials furnished to our stockholders. The initial solicitation of proxies by mail may be supplemented by telephone, fax, e-mail, Internet and personal solicitation by our directors or officers. No additional compensation for soliciting proxies will be paid to our directors or officers for their proxy solicitation efforts. We expect to reimburse banks, brokers, and other persons for their reasonable out-of-pocket expenses in handling proxy materials for beneficial owners of Common Stock.
If You Receive More Than One Proxy Card
If you hold your shares of Common Stock in more than one account, you will receive a proxy card for each account. To ensure that all of your shares of Common Stock are voted, please follow the directions on the document that has been mailed to you, for each account. You should vote all of your shares of Common Stock.
Delivery of Documents to Stockholders Sharing an Address
A number of brokers with account holders who are stockholders of the Company will be “householding” our proxy materials. A single set of the proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive separate proxy materials, please notify your broker, or direct a written request to CDT Equity Inc., 4851 Tamiami Trail North, Suite 200, Naples, Florida, 34103, attention: Secretary. A separate copy of the proxy materials or our Annual Report on Form 10-K for the year ended December 31, 2025 will be delivered to you promptly and without charge. Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request “householding” of their communications should contact their broker.
For Assistance with Technical Difficulties at the Special Meeting
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call (917) 262-2373.
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PROPOSAL NO. 1 - To approve the issuance of shares of common stock, for purposes of Nasdaq Listing Rule 5635, pursuant to certain senior secured convertible noteS AND COMMON STOCK PURCHASE WARRANTS issued to J.J. Astor & Co.
J.J. Astor & Co. Transactions
August 2026
On August 31, 2026, the Company issued a senior secured convertible note (the “August Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $541,620. The August Note was issued pursuant to the Loan Agreement, dated as of June 11, 2026, as amended and restated to date (the “Loan Agreement”), between the Company, CDT Equity Ltd. (the “Subsidiary Guarantor”) and the Lender. The Company received $401,200 before deducting closing fees, with net proceeds of $375,002 funded to the Company. The August Note has been repaid in full and is no longer outstanding. In connection with the issuance of the August Note, the Company also issued to the Lender Common Stock Purchase Warrants (the “August Warrants”) to purchase 9,480 shares of the Company’s Common Stock (the “August Warrant Shares”) at an exercise price of $42.25 per share (subject to adjustment as described therein). The August Warrants are exercisable immediately upon issuance and will expire five years after the issue date. The issuance of August Warrant Shares in excess of 19.99% of the number of outstanding shares of Common Stock is subject to stockholder approval under the applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations.
The summary above is qualified in its entirety by reference to the August Note and August Warrants, which were filed as Exhibits 10.2 and 4.1, respectively, to the Company’s Current Report on Form 8-K filed on September 4, 2026. You should read this summary together with the August Note and August Warrants.
September 2026
On September 14, 2026, the Company issued a senior secured convertible note (the “September Note”) to the Lender, in the principal amount of $2,126,250. The September Note was issued pursuant to the Loan Agreement. The Company received $1,575,000 before deducting closing fees, with net proceeds of $1,501,850 funded to the Company. The September Note has been repaid in full and is no longer outstanding. In connection with the issuance of the September Note, the Company also issued to the Lender Common Stock Purchase Warrants (the “September Warrants”) to purchase 138,740 shares of the Company’s Common Stock (the “September Warrant Shares”) at an exercise price of $6.25 per share (subject to adjustment as described therein). The September Warrants are exercisable immediately upon issuance and will expire five years after the issue date. The issuance of September Warrant Shares in excess of 19.99% of the number of outstanding shares of Common Stock is subject to stockholder approval under the applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations.
The summary above is qualified in its entirety by reference to the September Note and September Warrants, which were filed as Exhibits 10.1 and 4.1, respectively, to the Company’s Current Report on Form 8-K filed on September 18, 2026. You should read this summary together with the September Note and September Warrants.
October 2026
On October 6, 2026, the Company issued a senior secured convertible note (the “October Note”) to the Lender, in the principal amount of $6,750,000 (the “Principal Amount”), to be funded in two tranches. The October Note matures on March 24, 2027 and is payable in twenty-four (24) weekly installments of $168,750 each, commencing October 14, 2026, subject to increase upon funding of the second tranche. The October Note was issued pursuant to the Loan Agreement. In the first tranche, the Company received $3,000,000 (with respect to $4,050,000 of the Principal Amount) before deducting closing fees, with net proceeds of $2,869,850 funded to the Company. The second tranche of $2,000,000 (with respect to the remaining $2,700,000 of the Principal Amount) is subject to the satisfaction of certain conditions on or before December 31, 2026, including the effectiveness of a resale registration statement, receipt of stockholder approval, the absence of an event of default, and a closing bid price of the Company’s Common Stock of not less than $3.00 for the five (5) trading days preceding the second closing. In connection with the issuance of the October Note, the Company also issued to the Lender Common Stock Purchase Warrants (the “October Warrants,” collectively with the August Warrants and September Warrants, the “Warrants”) to purchase 225,000 shares of the Company’s Common Stock (the “October Warrant Shares,” collectively with the August Warrant Shares and September Warrant Shares, the “Warrant Shares”) at an exercise price of $0.9177 per share (subject to adjustment as described therein). The October Warrants are exercisable immediately upon issuance and will expire five years after the issue date.
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The October Note is secured by a first priority lien on all right, title, and interest in the Collateral (as defined in the Security and Pledge Agreement entered into on June 11, 2026, as amended) of the Company and the Subsidiary Guarantor. Eighty percent (80%) of the net proceeds from the Company’s existing at-the-market offering program with A.G.P./Alliance Global Partners (“A.G.P.”) from sales effected on or after October 6, 2026 are required to be applied first to the October Note until the October Note has been paid in full, and only thereafter to the Company’s Amended and Restated Senior Secured Convertible Note, dated June 11, 2026 (as amended to date, the “Existing Note,” collectively with the October Note, the “Notes”). In addition, the Company is required to apply one hundred percent (100%) of the proceeds received from sales of Common Stock or Common Stock equivalents pursuant to a resale registration statement or in a financing in which A.G.P. or any other investment bank acts as underwriter or placement agent, and, without duplication, eighty percent (80%) of the net proceeds of any other financing (other than sales under the at-the-market offering program) within one business day of receipt, towards prepayment of the October Note and continue making all installment payments required under the Existing Note.
Subject to applicable limitations, the Lender has the right to convert all or any portion of the outstanding amount of the October Note into shares of Common Stock (the “October Conversion Shares”) at a conversion price equal to the greater of (i) seventy percent (70%) of the lowest closing price of the Common Stock over the twenty (20) consecutive trading days preceding the applicable conversion date, or (ii) $0.18354 (the “Floor Price”), subject to adjustment. On December 11, 2026 and every six (6) months thereafter, the Floor Price will be adjusted to equal twenty percent (20%) of the lowest closing price of the Common Stock over the twenty (20) consecutive trading days immediately preceding the applicable reset date, provided that no such adjustment will increase the Floor Price, and the Floor Price will automatically reset to any lower price at which the Company sells or issues Common Stock or Common Stock equivalents. The October Note also amends the Loan Agreement and the Existing Note to reset the floor price applicable to the Existing Note to the lower of $0.18354 and the floor price then in effect thereunder, subject to the same adjustments. The Lender is prohibited from converting an amount that would result in the Lender beneficially owning in excess of 4.99% of the outstanding shares of Common Stock (which the Lender may increase to 9.99% or 19.99% in its sole discretion, upon written notice to the Company).
The issuance of October Conversion Shares, shares of Common Stock issuable upon conversion of the Existing Note (the “Existing Note Conversion Shares,” collectively with the October Conversion Shares, the “Conversion Shares”), and October Warrant Shares in excess of 19.99% of the number of outstanding shares of Common Stock is subject to stockholder approval under the applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations.
The summary of the terms of the October Note and October Warrants is qualified in its entirety by reference to the October Note and October Warrants, which were filed as Exhibits 10.1 and 4.1 to the Company’s Current Report on Form 8-K filed on October 13, 2026. The summary of the terms of the Existing Note is qualified in its entirety by reference to the form of senior secured convertible promissory note, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 16, 2026, the first amendment to the senior secured promissory note, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2026, the second amendment to the senior secured promissory note, which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on August 6, 2026, and the third amendment to the senior secured promissory note, which was filed as Exhibit 10.2 to the Company’s Form 8-K filed on August 6, 2026. You should read the foregoing summaries together with the October Note, October Warrants, and Existing Note.
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Stockholder Approval
Pursuant to Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the Company. Nasdaq has not formally defined what constitutes a “change of control,” but Nasdaq guidance suggests that a change of control occurs when, as a result of the issuance, an investor or a group of investors would own, or have the right to acquire, 20% or more of the outstanding shares of common stock or voting power and such ownership or voting power would be the largest ownership position. In addition, Nasdaq will consider all facts and circumstances concerning a transaction, including whether there are any other relationships or agreements between a company and an investor. Nasdaq Listing Rule 5635(d) requires stockholder approval in connection with a transaction other than a public offering involving the sale, issuance, or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for a price that is less than the lower of (i) the Company’s Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement, or (ii) the average of the Company’s Nasdaq Official Closing Price (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”).
The issuance of any or all of the Warrant Shares and Conversion Shares, in the aggregate in excess of 19.99% of the number of outstanding shares of Common Stock is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations (“Stockholder Approval”). Accordingly, because the shares issuable upon conversion and exercise of the Notes and Warrants, respectively, total more than 19.99% of our outstanding shares of Common Stock on the date the Existing Note was originally issued, we are seeking stockholder approval of this proposal in respect of the issuance of all of the shares of Common Stock upon the full conversion of the Notes and the full exercise of the Warrants pursuant to Nasdaq Listing Rule 5635.
At the Company’s 2026 annual meeting of stockholders held on August 28, 2026, stockholders approved, for purposes of Nasdaq Listing Rule 5635, the issuance of shares of Common Stock under the Existing Note and the common stock purchase warrants previously issued to the Lender. However, as described above, the October Note amended the Existing Note to reset the floor price applicable to the Existing Note to the lower of $0.18354 and the floor price then in effect thereunder, subject to further downward adjustment on each semi-annual reset date and upon any lower-priced issuance of Common Stock or Common Stock equivalents. Because a lower floor price permits the Existing Note to convert at lower prices, the number of Existing Note Conversion Shares that may be issued upon conversion of the Existing Note is now greater than the number contemplated at the time stockholder approval was originally obtained. Accordingly, we are seeking stockholder approval under this Proposal No. 1 for the issuance of all shares of Common Stock issuable upon conversion of the Notes, including the additional Existing Note Conversion Shares resulting from the reduced floor price, and upon exercise of the Warrants.
Pursuant to the Notes, we agreed to hold a meeting of stockholders to obtain stockholder approval. The recommendation of our Board is that such proposal be approved, and we are soliciting proxies from our stockholders in connection therewith. If we do not obtain stockholder approval at this Special Meeting, we will seek stockholder approval until the date that stockholder approval is obtained, which may be at significant expense to the Company.
A vote in favor of this Proposal No. 1 is a vote “FOR” approval of the issuance of the shares upon the conversion and exercise of the Notes and Warrants, respectively. The conversion of the Notes and exercise of the Warrants, in their entirety, could result in the issuance of 20% or more of our Common Stock outstanding as of June 11, 2026, which is the date that we originally issued the Existing Note.
Potential Adverse Effects - Dilution and Impact on Existing Stockholders
The issuance of shares of Common Stock upon the conversion and exercise of the Notes and Warrants will have a dilutive effect on current stockholders in that the percentage ownership of the Company held by such current stockholders will decline as a result of the issuance of the shares issuable upon the conversion and exercise of the Notes and Warrants. This means also that our current stockholders will own a smaller interest in us as a result of the conversion and exercise of the Notes and Warrants and therefore have less ability to influence significant corporate decisions requiring stockholder approval. Issuance of the shares underlying the Notes and Warrants could also have a dilutive effect on the book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our Common Stock to decline.
If the Warrants are exercised in full for cash, a total of 373,220 shares of Common Stock will be issuable to the holder of the Warrants and this dilutive effect may be material to current stockholders of the Company. Based on the closing price on the Record Date, and not taking the formula under each of the respective Notes into account, a maximum of [__] Conversion Shares in the aggregate could be issuable under the Notes, not taking into account the beneficial ownership limitation therein.
Vote Required
Proposal No. 1 requires the approval by the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock present virtually or represented by proxy at the Special Meeting and entitled to vote thereon.
THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1 TO APPROVE THE ISSUANCE OF SHARES OF COMMON STOCK, FOR PURPOSES OF NASDAQ LISTING RULE 5635, PURSUANT TO CERTAIN SENIOR SECURED CONVERTIBLE NOTES AND COMMON STOCK PURCHASE WARRANTS ISSUED TO J.J. ASTOR & CO.
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PROPOSAL NO. 2 - APPROVAL OF 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-1,000, INCLUSIVE, AS DETERMINED BY THE BOARD OF DIRECTORS IN ITS DISCRETION, SUBJECT TO THE AUTHORITY OF THE BOARD OF DIRECTORS TO ABANDON SUCH AMENDMENTS
Overview
The Board has adopted, and is recommending that our stockholders approve, one or more amendments of our Second Amended and Restated Certificate of Incorporation (such amendments, the “Amendments”) to effect one or more reverse stock splits of the Common Stock at a ratio of not less than 1-for-2 and not more than 1-for-100 and in the aggregate at a ratio of not more than 1-for-1,000, inclusive, with the exact ratio for each reverse stock split within such range to be determined by the Board in its discretion (any such reverse stock split, the “Reverse Stock Split” and any such ratio, the “Reverse Stock Split Ratio”). In connection with any Reverse Stock Split, the number of authorized shares of Common Stock will not be changed. Pursuant to the law of the State of Delaware, our state of incorporation, the Board must adopt an Amendment and submit the Amendment to stockholders for their approval. The proposed Amendments, one or more of which would be set forth in a certificate of amendment filed with the Secretary of State of the State of Delaware (the “Secretary of State”), will be in substantially the form of Annex A to this proxy statement. Upon the effectiveness of any of such Amendments (the “Reverse Stock Split Effective Time”), the issued and outstanding shares of Common Stock immediately prior to a Reverse Stock Split Effective Time will be reclassified into a smaller number of shares such that a stockholder will own one new share of Common Stock for each 2 to 100 (or any number in between) and in the aggregate not more than 1,000, inclusive, shares of issued Common Stock held by such stockholder immediately prior to a Reverse Stock Split Effective Time, as specified.
By approving this item, stockholders will approve one or more Amendments and authorize the Board to file such Amendments and to abandon such Amendments, as determined by the Board in its sole discretion, other than any such Amendment with which the Board determines to proceed by filing with the Secretary of State a certificate of amendment in the form of Annex A setting forth such Amendment. Upon receiving stockholder approval, the Board will have the authority, but not the obligation, in its sole discretion, to elect, without further action on the part of the stockholders, whether to effect any Reverse Stock Split and, if so, to determine the applicable Reverse Stock Split Ratio from among the approved range described above and to effect one or more Reverse Stock Splits by filing a certificate of amendment setting forth such Amendment with the Secretary of State. The Board reserves the right to elect not to effect any Reverse Stock Split at any time prior to the effectiveness of the filing of any certificate of amendment setting forth any such Amendment with the Secretary of State, if it determines, in its sole discretion, and without further action on the part of the stockholders, that the proposal is no longer in the best interests of the Company and its stockholders.
The Board’s decision as to whether and when to effect any Reverse Stock Split will be based on a number of factors, including market conditions, the historical, existing, and expected trading price of the Common Stock, the anticipated impact of such Reverse Stock Split on the trading price and number of holders of the Common Stock, and the continued listing requirements of the Nasdaq market on which the Company’s Common Stock trades (the “Nasdaq”) at such time of a Reverse Stock Split.
Purpose
Our Board approved the proposal approving any Reverse Stock Split as provided herein because it believes that:
| ● | seeking stockholder approval and adoption of any reverse stock split charter amendment to effect the one or more Reverse Stock Splits at the discretion of the Board is advisable and in the best interests of the Company and its stockholders; |
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| ● | effecting one or more Reverse Stock Splits may be an effective means of avoiding a delisting of the Company’s Common Stock from Nasdaq in the future; | |
| ● | an investment in the Company’s Common Stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients and investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks; | |
| ● | analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks and that most investment funds are reluctant to invest in lower priced stocks; and | |
| ● | a higher stock price resulting from any Reverse Stock Split may help generate investor interest in the Company and help the Company attract and retain employees. |
If a Reverse Stock Split successfully increases the per share price of our Common Stock, the Board believes this increase may increase trading volume in our Common Stock and facilitate future financings by the Company.
Nasdaq Requirements for Continued Listing
Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “CDT.” Although the Company is not currently deficient in the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”), the Company is seeking stockholder approval of one or more Reverse Stock Splits within a specified range of reverse splits in the event such reverse splits are needed to maintain its listing on the Nasdaq market should the Company desire not to receive a deficiency notice with respect to the Minimum Bid Price Requirement. The Company will continue to monitor the closing bid price of its Common Stock and if it believes that any Reverse Stock Split is its best option for continuing compliance with the Minimum Bid Price Requirement, then it will undertake such Reverse Stock Split at a ratio to be determined by the Board in accordance with this proposal. A decrease in the number of issued and outstanding shares of our Common Stock resulting from a Reverse Stock Split should, absent other factors, assist in ensuring that the per share market price of our Common Stock continues to remain above the requisite price for continued listing. However, we cannot provide any assurance that our minimum bid price would remain over the Minimum Bid Price Requirement of The Nasdaq Capital Market following any Reverse Stock Split. Further, regardless of our compliance with the Minimum Bid Price Requirement, the listing of our shares on The Nasdaq Capital Market may be halted or discontinued if Nasdaq chooses to do so or if we are unable to maintain compliance with any other Nasdaq continued listing requirement for any reason.
In addition, under the terms of the October Note, the Company is required to seek and obtain stockholder approval authorizing the Board to effect one or more reverse stock splits of the Common Stock, in addition to the authority previously approved by stockholders at the Company’s 2026 annual meeting of stockholders held on August 28, 2026, and to maintain such authority at all times while the October Note or the Existing Note remains outstanding. The October Note further requires the Company, if the closing bid price of the Common Stock is below $1.00 for five (5) consecutive Trading Days (as defined in the October Note), to promptly effect a reverse stock split at a ratio designed to result in a price of not less than $5.00 per share, subject to certain exceptions, so that the Company does not receive a deficiency notice or delisting determination from Nasdaq. Stockholder approval of the reverse stock split authority described in the October Note is also a condition to the Lender’s obligation to fund the second tranche under the October Note. Any failure by the Company to comply with these, and other requirements, or the Company’s receipt of any bid price deficiency notice or delisting determination from Nasdaq, would constitute an immediate event of default under the October Note.
Potential Increased Investor Interest
On the Record Date, the closing price of a share of our Common Stock on Nasdaq was $[__] per share. An investment in our Common Stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. Also, our management believes that most investment funds are reluctant to invest in lower priced stocks.
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There are risks associated with any Reverse Stock Split, including that any Reverse Stock Split may not result in an increase in the per share price of our Common Stock.
We cannot predict whether any Reverse Stock Split will increase the market price for our Common Stock in the future. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:
| ● | the market price per share of our Common Stock after a Reverse Stock Split will rise in proportion to the reduction in the number of shares of our Common Stock outstanding before the Reverse Stock Split; |
| ● | a Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks; | |
| ● | a Reverse Stock Split will result in a per share price that will increase the ability of the Company to attract and retain employees; or | |
| ● | the market price per share will either exceed or remain in excess of the $1.00 minimum bid price as required by Nasdaq for continued listing, or that we will otherwise meet the requirements of Nasdaq for inclusion for trading on The Nasdaq Capital Market following any Reverse Stock Split. |
Board Discretion to Implement One or More Reverse Stock Splits
The Board believes that stockholder approval of one or more Amendments to effect a Reverse Stock Split in a range of ratios (as opposed to a single Reverse Stock Split Ratio) and to authorize one or more Amendments is in the best interests of the Company and stockholders because it is not possible to predict market conditions at the time that any Reverse Stock Split would be effected. We believe that a range of Reverse Stock Split Ratios provides us with the most flexibility to achieve the desired results of any Reverse Stock Split through one or more Amendments. The Reverse Stock Split Ratio to be determined by the Board, in its sole discretion, will be a whole number in a range of, between and including, 1-for-2 to 1-for-100 and in the aggregate not more than 1-for-1,000, inclusive. The Board reserves the right to elect not to effect any Reverse Stock Split at any time prior to the effectiveness of the filing of a certificate of amendment setting forth any Amendment with the Secretary of State, if it determines, in its sole discretion, and without further action on the part of the stockholders, that a Reverse Stock Split is no longer in the best interests of the Company and its stockholders.
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In determining any applicable Reverse Stock Split Ratio and whether and when to effect any Reverse Stock Split pursuant to one or more Amendments following the receipt of stockholder approval, the Board may consider a number of factors, including, without limitation:
| ● | our ability to maintain the listing of the Common Stock on the Nasdaq; | |
| ● | the historical trading price and trading volume of the Common Stock; | |
| ● | the number of shares of Common Stock outstanding immediately before and after the Reverse Stock Split; | |
| ● | the dilutive impact of any potential exercise of the Company’s outstanding warrants or conversion of the Company’s outstanding convertible notes and the related impact on the trading price of the Common Stock; | |
| ● | the then-prevailing trading price and trading volume of the Common Stock and the anticipated impact of a Reverse Stock Split on the trading price and trading volume of the Common Stock in the short- and long-term; | |
| ● | the anticipated impact of a particular Reverse Stock Split Ratio on the Company’s ability to reduce administrative and transactional costs; | |
| ● | the anticipated impact of a particular Reverse Stock Split Ratio on the number of holders of the Common Stock; and | |
| ● | prevailing general market, legal, and economic conditions. |
We believe that granting the Board the authority to elect to implement one or more Reverse Stock Splits through one or more Amendments at various Reverse Stock Split Ratios (subject to the aggregate 1-for-1,000 limitation) is essential because it allows us to take these factors into consideration and to react to changing market, legal and economic conditions. If the Board chooses to implement one or more Reverse Stock Splits, we will make a public announcement regarding the determination of each such Reverse Stock Split and the applicable Reverse Stock Split Ratio.
Certain Risks Associated with One or More Reverse Stock Splits
There are risks associated with effecting one or more Reverse Stock Splits, including that any such Reverse Stock Splits may not result in an increase in the per share price of Common Stock.
The Company cannot predict whether one or more Reverse Stock Splits will increase the market price for the Common Stock. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:
| ● | the market price per share of the Common Stock after one or more Reverse Stock Splits will rise in proportion to the reduction in the number of shares of the Common Stock outstanding before such Reverse Stock Splits; | |
| ● | one or more Reverse Stock Splits will result in a per share price that will attract brokers and investors who do not trade in lower-priced stocks; | |
| ● | one or more Reverse Stock Splits will result in a per share price that will increase the ability of the Company to attract and retain employees; or | |
| ● | the market price per share will achieve and maintain the stock price required to not be considered unsuitable for continued trading on the Nasdaq. |
The market price of the Common Stock will also be based on the performance of the Company, and other factors, some of which are unrelated to the number of shares outstanding. If one or more Reverse Stock Splits are effected and the market price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the overall market capitalization of the Company may be greater than would occur in the absence of one or more Reverse Stock Splits. Furthermore, the liquidity of the Common Stock could be adversely affected by the reduced number of shares that would be outstanding after one or more Reverse Stock Splits.
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Effects of One or More Reverse Stock Splits
The form of certificate of amendment setting forth an Amendment to effect a Reverse Stock Split is set forth in Annex A to this proxy statement.
If implemented, the Reverse Stock Split will be effected simultaneously for all issued shares of our Common Stock. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except with respect to the treatment of fractional shares. The Reverse Stock Split will not change the terms of our Common Stock. Additionally, the Reverse Stock Split will have no effect on the number of shares of Common Stock that we are authorized to issue. After the Reverse Stock Split, the shares of Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the Common Stock now authorized. Shares of our Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable. The Reverse Stock Split will not affect the Company continuing to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Effects on Stockholders
Any Reverse Stock Split will be realized simultaneously for all shares of Common Stock issued and outstanding immediately prior to the applicable Reverse Stock Split Effective Time. Any Reverse Stock Split will affect all holders of shares of Common Stock issued and outstanding immediately prior to the Reverse Stock Split Effective Time uniformly and each such stockholder will hold the same percentage of Common Stock outstanding immediately following any Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from the treatment of fractional shares as described below. Any Reverse Stock Split will not change the par value of the Common Stock and will not reduce the number of authorized shares of Common Stock. Common Stock issued pursuant to any Reverse Stock Split will remain fully paid and nonassessable. Voting rights and other rights of the holders of Common Stock will not be affected by the Reverse Stock Split, other than as a result of the treatment of fractional shares as described below. Any Reverse Stock Split will not affect the Company continuing to be subject to the periodic reporting requirements of the Exchange Act. After any Reverse Stock Split, the Common Stock would have a new Committee on Uniform Securities Identification Procedures number, or CUSIP number, used to identify the Common Stock. Following any Reverse Stock Split, the Common Stock will continue to be listed on the Nasdaq under the symbol “CDT.”
One of the effects of one or more Reverse Stock Splits will be to effectively increase the proportion of authorized shares of Common Stock which are unissued relative to shares of Common Stock which are issued. Any Reverse Stock Split will not affect the number of authorized shares of the Company’s capital stock that will continue to be authorized pursuant to the Company’s Second Amended and Restated Certificate of Incorporation, as amended by the Amendments. Currently, up to 250,000,000 shares of Common Stock are authorized to be issued under the Company’s Second Amended and Restated Certificate of Incorporation.
The table below shows, as of the Record Date, the number of shares outstanding and percentage of the authorized Common Stock prior to a Reverse Stock Split and the number of outstanding shares of Common Stock that would result from a Reverse Stock Split at (a) a 1-for-2 Reverse Stock Split Ratio, (b) a 1-for-5 Reverse Stock Split Ratio, (c) a 1-for-10 Reverse Stock Split Ratio, (d) a 1-for-20 Reverse Stock Split Ratio, (e) a 1-for-50 Reverse Stock Split Ratio and (f) a 1-for-100 Reverse Stock Split Ratio, in each case without giving effect to the treatment of fractional shares:
| Reverse Split Ratio | Approximate Number of Shares Issued and Outstanding | Percentage of Authorized Common Stock | ||||||
| Current shares | [__] | * | % | |||||
| 1-for-2 | [__] | * | % | |||||
| 1-for-5 | [__] | * | % | |||||
| 1-for-10 | [__] | * | % | |||||
| 1-for-20 | [__] | * | % | |||||
| 1-for-50 | [__] | * | % | |||||
| 1-for-100 | [__] | * | % | |||||
*below 1% of the authorized Common Stock.
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No Effect on Preferred Stock Authorization
The Company’s Second Amended and Restated Certificate of Incorporation currently authorizes the issuance of 1,000,000 shares of preferred stock, par value $0.0001 per share (“preferred stock”), none of which are currently issued or outstanding. The proposed Amendments would not increase or decrease the authorized number of shares of preferred stock.
No Effect on Par Value
The proposed Amendments would not affect the par value of the Common Stock, which will remain at $0.0001.
Accounting Matters
As a result of any Reverse Stock Split, upon the applicable Reverse Stock Split Effective Time, the stated capital on our balance sheet attributable to the Common Stock, which consists of the par value per share of the Common Stock multiplied by the aggregate number of shares of Common Stock issued and outstanding, will be reduced in proportion to the size of the applicable Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.
Procedure For Effecting One or More Reverse Stock Splits
If the stockholders approve the Amendments, and if the Board determines to effect a Reverse Stock Split, such Reverse Stock Split will become effective at the Reverse Stock Split Effective Time, which will be upon the date and time as indicated in any such filing of the certificate of amendment setting forth the applicable Amendment related to such Reverse Stock Split with the Secretary of State. At the applicable Reverse Stock Split Effective Time, shares of Common Stock issued and outstanding immediately prior thereto will be combined, automatically and without any action on the part of the stockholders, into a smaller number of shares of Common Stock, as applicable, in accordance with the particular Reverse Stock Split Ratio contained in the applicable Amendment.
As soon as practicable after the applicable Reverse Stock Split Effective Time, stockholders of record will be notified that a Reverse Stock Split has been effected. Stockholders of record will not need to take any action to receive post-Reverse Stock Split shares of Common Stock. As soon as practicable after the Reverse Stock Split Effective Time, a transmittal letter along with a statement of ownership will be sent to the registered addresses of stockholders of record indicating the number of post-Reverse Stock Split shares of Common Stock stockholders of record hold.
Upon the implementation of any Reverse Stock Split, we intend to treat shares of Common Stock held by stockholders in “street name” (i.e., through a bank, broker, custodian, or other nominee), in the same manner as registered “book-entry” holders of Common Stock. Banks, brokers, custodians or other nominees will be instructed to effect such Reverse Stock Split for their beneficial holders holding Common Stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing a Reverse Stock Split and for the treatment of fractional shares. If a stockholder holds shares of Common Stock with a bank, broker, custodian, or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian, or other nominee.
Fractional Shares
No fractional shares will be issued as a result of any Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be reclassified, will be entitled to an amount in cash (without interest or deduction) equal to the fraction of one share to which such stockholder would otherwise be entitled multiplied by the closing price of the Common Stock on the Nasdaq on the last trading day immediately preceding the Reverse Stock Split Effective Time (with such closing price proportionately adjusted to give effect to the Reverse Stock Split). Except for the right to receive the cash payment in lieu of fractional shares otherwise issuable upon the effectiveness of a Reverse Stock Split, stockholders will not have any voting, dividend or other rights with respect to the fractional shares they would otherwise be entitled to receive as a result of such Reverse Stock Split.
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As of the Record Date, there were approximately [__] stockholders of record of the Common Stock. Upon stockholder adoption and approval of this proposal, if the Board elects to implement one or more Reverse Stock Splits, the Company does not expect that cashing out fractional shares otherwise issuable upon the effectiveness of any such Reverse Stock Split would significantly reduce the number of stockholders of record. Reducing the number of post-split stockholders, however, is not the purpose of this proposal.
Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders may reside, where we are domiciled, and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective date of a Reverse Stock Split may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by us or the exchange agent concerning ownership of such funds within the time permitted in such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds will have to seek to obtain them directly from the state to which they were paid.
With respect to awards granted under the Equity Plans, the number of shares of the Common Stock issuable thereunder will be rounded down to the nearest whole share of the Common Stock, in order to comply with the requirements of Sections 409A and 424 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
By approving Proposal No. 2, stockholders will be approving multiple Amendments providing for the combination of a whole number of shares of the Company’s Common Stock not less than 1-for-2 and not greater than 1-for-100 into one share of the Company’s Common Stock, and in the aggregate not more than 1-for-1,000, inclusive, with any such future amendment setting forth the actual ratio to be determined by our Board. Furthermore, by adoption and approval of this proposal, the stockholders will be deemed to have adopted and approved one or more amendments to effect a Reverse Stock Split at one or more of the ratios between and including 1-for-2 and 1-for-100, and in the aggregate not more than 1-for-1,000, inclusive.
Potential Anti-Takeover Effect
Although the increased proportion of unissued authorized shares to issued shares from any Reverse Stock Split could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of the Company with another company, the Reverse Stock Split Proposal is not being proposed in response to any effort of which the Company is aware to accumulate shares of Common Stock or obtain control of the Company, nor is it part of a plan by management to recommend a series of similar amendments to the Board and stockholders. The Board does not currently contemplate recommending the adoption of any other actions that could be construed to affect the ability of third parties to take over or change control of the Company.
U.S. Federal Income Tax Considerations
The following discussion is a general summary of certain U.S. federal income tax considerations of the proposed Reverse Stock Split that may be relevant to U.S. holders and non-U.S. holders (each as defined below) of the Common Stock, but does not purport to be a complete analysis of all potential tax consequences that may be relevant to such holders. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury regulations promulgated thereunder (the “Treasury Regulations”), judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the Common Stock. We have not sought and will not seek an opinion of counsel or any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a position contrary to that discussed below regarding the tax consequences of the proposed Reverse Stock Split.
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This discussion is limited to holders that hold the Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income or the alternative minimum tax. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation: U.S. expatriates and former citizens or long-term residents of the United States; persons that hold shares of Common Stock in connection with a permanent establishment or fixed base outside the United States; U.S. holders (as defined below) whose functional currency is not the U.S. dollar; persons holding the Common Stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; banks, insurance companies, and other financial institutions; real estate investment trusts or regulated investment companies; brokers, dealers or traders in securities; corporations that accumulate earnings to avoid U.S. federal income tax; S corporations, partnerships or other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes (and investors therein); tax-exempt organizations or governmental organizations; persons deemed to sell the Common Stock under the constructive sale provisions of the Code; persons who hold or receive the Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation; tax-qualified retirement plans; U.S. holders who beneficially own Common Stock through a “foreign financial institution” (as defined in Code Section 1471(d)(4)) or certain other non-U.S. entities specified in Code Section 1472; and holders that hold or have held, directly, indirectly or constructively pursuant to attribution rules, more than 5% of the shares of Common Stock at any time during the five-year period ending on the date of the consummation of the Reverse Stock Split.
If an entity treated as a partnership for U.S. federal income tax purposes holds the Common Stock, the tax treatment of a partner in the partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding the Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF THE COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
Tax Consequences to U.S. Holders
For purposes of this discussion, a “U.S. holder” is a beneficial owner of the Common Stock that for U.S. federal income tax purposes is: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) the administration of which is subject to the primary supervision of a U.S. court and that has one or more U.S. persons that have the authority to control all substantial decisions of the trust or (b) that was in existence before August 20, 1996, and has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.
The proposed Reverse Stock Split is intended to qualify as a “reorganization” under Section 368 of the Code that is treated as a “recapitalization” for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a reorganization, except as described below with respect to cash received in lieu of fractional shares (which fractional share is generally treated as received and then exchanged for cash), a U.S. holder of Common Stock generally should not recognize gain or loss upon the proposed Reverse Stock Split. Accordingly, the aggregate tax basis of the U.S. holder in the shares of Common Stock received in the Reverse Stock Split, including any fractional share treated as received and then exchanged for cash, should equal the U.S. holder’s aggregate tax basis in the shares of Common Stock that such U.S. holder owned immediately prior to the Reverse Stock Split. In addition, a U.S. holder’s holding period in the shares of Common Stock received should include the holding period in the shares of Common Stock surrendered in the Reverse Stock Split. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of Common Stock surrendered to the shares of Common Stock received in a recapitalization pursuant to the Reverse Stock Split. Holders of shares of the Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.
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Generally, a U.S. holder who receives cash in lieu of a fractional share of the Common Stock pursuant to the proposed Reverse Stock Split should be treated for U.S. federal income tax purposes as having received a fractional share pursuant to the Reverse Stock Split and then as having received cash in exchange for the fractional share and should generally recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the portion of the U.S. holder’s tax basis that is allocable to such fractional share of the Common Stock. Such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period in the fractional share is more than one year as of the effective date of the proposed Reverse Stock Split. The deductibility of capital losses is subject to limitations. Special rules under Section 302 of the Code may apply to cause all or a portion of the cash received in lieu of a fractional share to be treated as a distribution under Section 301 of the Code (rather than as a sale or exchange) with respect to certain U.S. holders who own more than a minimal amount of Common Stock and whose proportionate interest in the Company is not reduced (after taking into account certain constructive ownership rules), or who exercise more than a minimal degree of voting or other type of control over the affairs of the Company. U.S. holders of our Common Stock should consult their own tax advisors to determine the extent to which their receipt of cash in lieu of fractional shares could be treated as a dividend based on their particular circumstances.
Payments of cash made in lieu of a fractional share of the Common Stock may, under certain circumstances, be subject to information reporting and U.S. “backup withholding”. To avoid backup withholding, each holder of our shares of the Common Stock that does not otherwise establish an exemption should furnish its taxpayer identification number and comply with the applicable certification procedures. Backup withholding is not an additional tax and any amounts withheld will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS.
Tax Consequences to Non-U.S. Holders
Generally, a beneficial owner of our Common Stock that is neither a U.S. holder nor a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) (a “non-U.S. holder”) should not recognize any gain or loss upon the Reverse Stock Split.
In addition, if such non-U.S. holder were to recognize capital gain or loss attributable to cash received in lieu of a fractional share, such gain or loss should also generally not be subject to U.S. federal income or withholding tax unless (a) such gain or loss is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment maintained by the non-U.S. holder), (b) the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the Reverse Stock Split and certain other conditions are met, or (c) our Common Stock constitutes a U.S. real property interest by reason of our status as U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes
Gain described in clause (a) above generally will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. holder. A non-U.S. holder that is a foreign corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items. A non-U.S. holder described in clause (b) above will be subject to U.S. federal income tax at a rate of 30% (or, if applicable, a lower treaty rate) on the gain realized with respect to cash received in lieu of a fractional share, which may be offset by certain U.S. source capital losses, even though the non-U.S. holder is not considered a resident of the United States, provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. With respect to clause (c) above, if we are a USRPHC, a non-U.S. holder may qualify for an exemption if our Common Stock is regularly traded on an established securities market and the non-U.S. holder does not actually or constructively hold more than 5% of such regularly traded Common Stock at any time within the shorter of the five-year period preceding the Reverse Stock Split and the non-U.S. holder’s holding period for our Common Stock. Because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other business assets, there can be no assurance that we are not or were not at any time a USRPHC. If no exemption is available and we are a USRPHC, a non-U.S. holder’s cash received in lieu of a fractional share will generally be subject to withholding at a rate of 15% and such non-U.S. holder will generally be taxed on any gain in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business, except that the branch profits tax generally should not apply to such gain. Non-U.S. holders should consult with their tax advisors on the availability of any exemption in the event we are or become a USRPHC.
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Notwithstanding the foregoing, gain recognized by a non-U.S. holder attributable to cash received in lieu of a fractional share could be treated as a dividend for U.S. federal income tax purposes (which could be subject to U.S. federal income or withholding tax) instead of capital gain if such non-U.S. holder owns more than a minimal amount of Common Stock and whose proportionate interest in the Company is not reduced (after taking into account certain constructive ownership rules), or who exercises more than a minimal degree of voting or other type of control over the affairs of the Company. Non-U.S. holders of our Common Stock should consult their own tax advisors to determine the extent to which their receipt of cash in lieu of fractional shares could be treated as a dividend.
In general, backup withholding and information reporting will not apply to payments of cash in lieu of a fractional share of our Common Stock to a non-U.S. holder pursuant to the Reverse Stock Split if the non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder, and the applicable withholding agent does not have actual knowledge to the contrary. Under certain circumstances the amount of cash paid to a non-U.S. holder in lieu of a fractional share of our Common Stock, the name and address of the beneficial owner and the amount, if any, of tax withheld may be reported to the IRS.
The foregoing summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business, or tax advice to any particular holder of Common Stock. This summary does not take into account your particular circumstances and does not address consequences that may be particular to you. Therefore, you should consult your tax advisor regarding the particular U.S. federal income tax consequences of the Reverse Stock Split to you, including any tax consequences arising under U.S. federal estate or gift tax rules, or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.
Dissenters’ Rights of Appraisal
Under the General Corporation Law of the State of Delaware (the “DGCL”), stockholders are not entitled to dissenters’ rights of appraisal in connection with the Reverse Stock Split.
Vote Required
To approve 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-1,000, 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, requires the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock present virtually or represented by proxy at the Special Meeting and entitled to vote thereon.
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF 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-1,000, INCLUSIVE, AS DETERMINED BY THE BOARD OF DIRECTORS IN ITS DISCRETION, SUBJECT TO THE AUTHORITY OF THE BOARD OF DIRECTORS TO ABANDON SUCH AMENDMENTS.
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PROPOSAL NO. 3 - APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY, TO CONTINUE TO SOLICIT VOTES FOR PROPOSALS NOS. 1 & 2.
General
If we fail to receive a sufficient number of votes to approve Proposals Nos. 1 and/or 2, we may propose to adjourn or postpone the Special Meeting. We currently do not intend to propose adjournment or postponement at the Special Meeting if there are sufficient votes to approve Proposals Nos. 1 and 2.
Vote Required
Proposal No. 3 requires the approval by the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock present virtually or represented by proxy at the Special Meeting and entitled to vote thereon.
THE BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 3 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth beneficial ownership of the Company’s Common Stock as of the Record Date by:
| ● | each person known to be the beneficial owner of more than 5% of the outstanding Common Stock of the Company; | |
| ● | each of the Company’s executive officers and directors; and | |
| ● | all of the Company’s current executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units, within 60 days of the Record Date. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of the Record Date or subject to restricted stock units that vest within 60 days of the Record Date are considered outstanding and beneficially owned by the person holding such warrants, options, or restricted stock units for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to the Company, the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise indicated, the business address of each beneficial owner listed in the table below is c/o CDT Equity Inc., 4851 Tamiami Trail North, Suite 200 Naples, Florida 34103.
The beneficial ownership of our Common Stock is based on [__] shares of Common Stock issued and outstanding as of the Record Date, which number excludes the shares of Common Stock issuable upon exercise of the warrants. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of the shares shown to be beneficially owned by them. The share amounts reported in the table below have been adjusted to reflect all reverse stock splits effected to date.
| Name and Address of Beneficial Owner(1) | Number of shares of Common Stock | % of Common Stock* | ||||||
| Directors and executive officers | ||||||||
| James Bligh | 10 | (1) | * | |||||
| Chele Chiavacci Farley | 313 | (2) | * | |||||
| Ulrik Olsen | 934 | * | ||||||
| Simon Fry | 2 | (3) | * | |||||
| All directors and executive officers as a group (4 individuals) | 1,259 | * | ||||||
| * | Indicates beneficial ownership of less than 1%. |
| (1) | Consists of (i) 9 shares of Common Stock, and (ii) options to purchase 1 share of Common Stock that are currently exercisable. |
| (2) | Consists of (i) 312 shares of Common Stock, and (ii) options to purchase 1 share of Common Stock that are currently exercisable. |
| (3) | Consists of 1 share of Common Stock and options to purchase 1 share of Common Stock that are currently exercisable. |
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OTHER MATTERS
Our Board is not aware of any other matters that are to be presented for action at the Special Meeting. However, if any other matters properly come before the Special Meeting, your shares of Common Stock will be voted in accordance with the discretion of the designated proxy holders (who are identified on the enclosed proxy card).
It is important that your shares of Common Stock be represented at the Special Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by using the Internet as instructed on the Notice of Internet Availability of Proxy Materials or enclosed proxy card or by executing and returning, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
| By Order of the Board of Directors, | |
| James Bligh | |
| Chief Executive Officer, Chief Financial Officer, and Director | |
| London, United Kingdom | |
| _________________, 2026 |
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ANNEX A
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CDT EQUITY INC.
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
CDT Equity Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
| 1. | That Section 4.1 of Article IV of the Second Amended and Restated Certificate of Incorporation of the Corporation be and hereby is deleted in its entirety and the following is inserted in lieu thereof: |
“Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 251,000,000 shares, consisting of (a) 250,000,000 shares of common stock (the “Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”). The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation with the power to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL or any successor provision thereof, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.
Effective [date and time] (the “Reverse Stock Split Effective Time”), a one-for-[__]1 reverse stock split of the Corporation’s Common Stock shall become effective, pursuant to which each [__]1 shares of Common Stock issued and outstanding and held of record by each stockholder of the Corporation or issued and held by the Corporation in treasury immediately prior to the Reverse Stock Split Effective Time shall be reclassified and combined into one (1) validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the Reverse Stock Split Effective Time, with no corresponding reduction in the number of authorized shares of Common Stock (such reclassification and combination of shares, the “Reverse Stock Split”). No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. If, upon aggregating all of the shares of Common Stock held by a holder of Common Stock immediately following the Reverse Stock Split such holder would otherwise be entitled to a fractional share of Common Stock, the Corporation shall pay in cash (without interest) to each such holder an amount equal to such fraction multiplied by the closing price of the Common Stock on The Nasdaq Capital Market on the last trading day immediately preceding the Reverse Stock Split Effective Time (with such closing price proportionately adjusted to give effect to the Reverse Stock Split).
Each stock certificate that, immediately prior to the Reverse Stock Split Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Reverse Stock Split Effective Time shall, from and after the Reverse Stock Split Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Reverse Stock Split Effective Time into which the shares formerly represented by such certificate have been reclassified as well as the right to receive cash in lieu of fractional shares of Common Stock to which such holder may be entitled; provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Reverse Stock Split Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Reverse Stock Split Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified as well as the right to receive cash in lieu of fractional shares of Common Stock to which such holder may be entitled.”
| 2. | That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. |
1 Shall be a whole number equal to or greater than two (2) and equal to or lesser than one hundred (100) and shall include not more than four decimal digits, which number is referred to as the “Reverse Split Factor” (it being understood that any Reverse Split Factor within such range shall, together with the remaining provisions of this Certificate of Amendment not appearing in brackets, constitute a separate amendment being approved and adopted by the board of directors and stockholders in accordance with Section 242 of the Delaware General Corporation Law).
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this _____ day of _______, 20____.
| CDT EQUITY INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Certificate of Amendment]
| A-1 |
PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED OCTOBER 16, 2026
