Form 8-K
8-K — CDT Equity Inc.
Accession: 0001493152-26-049889
Filed: 2026-11-04
Period: 2026-11-02
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: Financial Statements and Exhibits
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 2, 2026
CDT
Equity Inc.
(Exact
name of registrant as specified in its charter)
Delaware
001-41245
87-3272543
(State
or other jurisdiction
(Commission
(I.R.S.
Employer
of
incorporation)
File
Number)
Identification
No.)
4851
Tamiami Trail North, Suite 200, Naples, FL
34103
(Address
of principal executive offices)
(Zip
Code)
(646)
491-9132
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, $0.0001 par value per share
CDT
The
Nasdaq Stock Market LLC
Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock
CDTTW
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Current
Report”) is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 2, 2026, CDT Equity Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended
and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate
a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock,
par value $0.0001 per share (“Common Stock”). The Company’s stockholders previously approved future reverse stock splits
and granted the board of directors the authority to determine the exact split ratios and when to proceed with any such reverse stock
splits, to maintain compliance with Nasdaq Listing Rules.
The
Reverse Stock Split will become effective on November 5, 2026, at 5:00 p.m., Eastern Time (the “Effective Time”) and the
Common Stock is expected to begin trading on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on November 6, 2026, at
market open under the existing ticker symbol, “CDT.” As of the Effective Time, every 20 shares of the Company’s issued
and outstanding Common Stock will be combined into one share of Common Stock.
The
par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock
Split Common Stock CUSIP number will be 20678X809. After the effectiveness of the Reverse Stock Split, the number of outstanding shares
of Common Stock will be reduced from 20,357,283 shares of Common Stock to approximately 1,017,864 shares of Common Stock.
No
fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive
a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to the fraction to which the stockholder
would otherwise be entitled multiplied by the closing price per share of the Common Stock (as adjusted for the Reverse Stock Split) on
the Nasdaq Capital Market on November 5, 2026.
The
foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will,” “would,”
“expected,” or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock
Split and the impacts, if any, on the Company’s Common Stock. Forward-Looking statements are statements that are not historical
facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could
cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking
statements and such risks, uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly
disclaims any obligation or undertaking to update or revise and forward-looking statement contained herein, or to reflect any change
in our expectations with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based,
except to the extent otherwise required by applicable law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
3.1
Certificate of Amendment filed with the Delaware Secretary of State on November 2, 2026
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CDT
EQUITY INC.
November
4, 2026
By:
/s/
James Bligh
Name:
James
Bligh
Title:
Chief
Executive Officer and Chief Financial Officer
EX-3.1
EX-3.1
Filename: ex3-1.htm · Sequence: 2
Exhibit
3.1
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
November 5, 2026 at 5:00pm Eastern Time (the “Reverse Stock Split Effective Time”), a one-for-twenty reverse
stock split of the Corporation’s Common Stock shall become effective, pursuant to which each 20 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.
IN
WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 2nd day of November,
2026.
CDT EQUITY INC.
By:
/s/ James Bligh
Name:
James Bligh
Title:
Chief Executive Officer and Chief Financial Officer
[Signature
Page to Certificate of Amendment]
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Entity Tax Identification Number
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DE
Entity Address, Address Line One
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City Area Code
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Security Exchange Name
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Redeemable Warrants, each whole warrant exercisable for one share of Common Stock
Title of 12(b) Security
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