Form 8-K

8-K — CDT Equity Inc.

Accession: 0001493152-26-033455

Filed: 2026-07-16

Period: 2026-07-15

CIK: 0001896212

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 15, 2026

CDT

Equity Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41245

87-3272543

(State

or other jurisdiction

(Commission

(I.R.S.

Employer

incorporation)

File

Number)

Identification

No.)

4851

Tamiami Trail North, Suite 200, Naples, FL

34103

(Address

of principal executive offices)

(Zip

Code)

(646)

491-9132

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

CDT

The

Nasdaq Stock Market LLC

Redeemable

Warrants, each whole warrant exercisable for one share of Common Stock

CDTTW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

3.03 Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Current

Report”) is incorporated herein by reference.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

July 15, 2026, CDT Equity Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended and

Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate

a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock,

par value $0.0001 per share (“Common Stock”). The Company’s stockholders previously approved future reverse stock splits

and granted the board of directors the authority to determine the exact split ratios and when to proceed with any such reverse stock

splits.

The

Reverse Stock Split will become effective on July 17, 2026, at 5:00 p.m., Eastern Time (the “Effective Time”) and the Common

Stock is expected to begin trading on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on July 20, 2026, at market open

under the existing ticker symbol, “CDT.” As of the Effective Time, every ten shares of the Company’s issued and outstanding

Common Stock will be combined into one share of Common Stock.

The

par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock

Split Common Stock CUSIP number will be 20678X601.

fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive

a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to the fraction to which the stockholder

would otherwise be entitled multiplied by the closing price per share of the Common Stock (as adjusted for the Reverse Stock Split) on

the Nasdaq Capital Market on July 17, 2026.

The

foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit

3.1 to this Current Report and is incorporated herein by reference.

Item

7.01. Regulation FD Disclosure.

July 16, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1

and incorporated by reference herein.

The

information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Securities Act

of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except as expressly set forth by

specific reference in such filing. The furnishing of this information will not be deemed an admission as to the materiality of any information

contained therein.

Forward-Looking

Statements

This

Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.

Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will,” “would,”

“expected,” or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock

Split and the impacts, if any, on the Company’s Common Stock. Forward-Looking statements are statements that are not historical

facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could

cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking

statements and such risks, uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly

disclaims any obligation or undertaking to update or revise and forward-looking statement contained herein, or to reflect any change

in our expectations with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based,

except to the extent otherwise required by applicable law.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Certificate of Amendment filed with the Delaware Secretary of State on July 15, 2026

99.1

Press Release, dated July 16, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

CDT

EQUITY INC.

July

16, 2026

By:

/s/

Andrew Regan

Name:

Andrew

Regan

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT

SECOND

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

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:

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

July 17, 2026 at 5:00pm Eastern Time (the “Reverse Stock Split Effective Time”), a one-for-ten reverse stock

split of the Corporation’s Common Stock shall become effective, pursuant to which each 10 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

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.”

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.

WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 15th day of

July, 2026.

CDT

EQUITY INC.

By:

/s/

Andrew Regan

Name:

Andrew

Regan

Title:

Chief

Executive Officer

[Signature

Page to Certificate of Amendment]

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

CDT

Equity Inc. Announces Reverse Stock Split

NAPLES,

Fla. and CAMBRIDGE, United Kingdom, July 16, 2026 (GLOBE NEWSWIRE) — CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”),

announces that its board of directors has approved a 1-for-10 reverse stock split of the Company’s common stock, to ensure continued

compliance with the Nasdaq bid-price rule. The Company’s stockholders approved future reverse stock splits, their timing, and granted

the board of directors authority to determine future exact split ratios.

The

reverse stock split will become effective on July 17, 2026, at 5:00 pm, Eastern Time (the “Effective Time”), and the Company’s

common stock is expected to begin trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market (“Nasdaq”)

at market open under the existing ticker symbol, “CDT” on July 20, 2026, the date which has been approved by Nasdaq for the

effectiveness of such split.

of the Effective Time, every 10 shares of the Company’s issued and outstanding common stock will be combined into one share of

common stock. The par value per share of the Company’s common stock will remain unchanged at $0.0001. Proportional adjustments

will be made to the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities

and warrants, as well as the applicable exercise price, and the number of shares authorized and reserved for issuance pursuant to the

Company’s equity incentive plans.

The

Company’s common stock will continue to trade on Nasdaq under the symbol “CDT” following the reverse stock split, with

a new CUSIP number of 20678X601. After the effectiveness of the reverse stock split, the number of outstanding shares of common stock

will be reduced to approximately 631,077. No fractional shares will be issued in connection with the reverse stock split, and stockholders

who would otherwise be entitled to a fractional share will receive a proportional cash payment.

The

Company’s transfer agent, Continental Stock Transfer & Trust Co., will serve as the exchange agent for the reverse stock split.

Registered stockholders holding pre-reverse stock split shares of common stock electronically in book-entry form are not required to

take any action to receive post-reverse stock split shares. Those stockholders who hold their shares in brokerage accounts or in “street

name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker’s particular

processes, and will not be required to take any action in connection with the reverse stock split.

About

CDT Equity Inc.

CDT

Equity Inc. (NASDAQ: CDT) is a data-driven biopharmaceutical development company focused on identifying, enhancing, and advancing high-potential

therapeutic assets through scientific innovation and strategic partnerships. Originally established as Conduit Pharmaceuticals, the company

has evolved into a broader, more agile platform that leverages artificial intelligence, solid-form chemistry, and efficient asset repositioning

to accelerate the development of novel treatments. Looking ahead, CDT are committed to creating shareholder value through licensing,

strategic M&A, and positioning the company as a platform for transformative innovation.

Cautionary

Statement Regarding Forward-Looking Statements

This

press release contains certain forward-looking statements within the meaning of the federal securities laws. All statements other than

statements of historical facts contained in this press release, including statements regarding CDT’s future results of operations

and financial position, CDT’s business strategy, prospective product candidates, product approvals, research and development costs,

timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated

studies and business endeavors with third parties, and future results of current and anticipated product candidates, are forward-looking

statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”

“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”

“plan,” “may,” “should,” “will,” “would,” “will be,” “will

continue,” “will likely result,” and similar expressions. These forward-looking statements are subject to a number

of risks, uncertainties and assumptions, including, but not limited to; the effect that the reverse stock split may have on the price

of the Company’s common stock; the ability or inability to maintain the listing of CDT’s securities on Nasdaq; the ability

to recognize the anticipated benefits of the business combination completed in September 2023, which may be affected by, among other

things, competition; the ability of the combined company to grow and manage growth economically and hire and retain key employees; the

risks that CDT’s product candidates in development fail clinical trials or are not approved by the U.S. Food and Drug Administration

or other applicable authorities on a timely basis or at all; changes in applicable laws or regulations; the possibility that CDT may

be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties identified in other

filings made by CDT with the U.S. Securities and Exchange Commission. Moreover, CDT operates in a very competitive and rapidly changing

environment. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted

or quantified and some of which are beyond CDT’s control, you should not rely on these forward-looking statements as predictions

of future events. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance

on forward-looking statements, and except as required by law, CDT assumes no obligation and does not intend to update or revise these

forward-looking statements, whether as a result of new information, future events, or otherwise. CDT gives no assurance that it will

achieve its expectations.

Investors

CDT

Equity Inc.

Info@cdtequity.com

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