Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 24, 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-25 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 September 28, 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 September 29, 2026, at market open under the existing ticker symbol, “CDT.” As of the Effective Time, every 25 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 20678X700.
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 September 28, 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.
EX-99.1 ex99-1.htm EX-99.1
Exhibit 99.1 CDT Equity Inc. Announces Reverse Stock Split
NAPLES, Fla. and CAMBRIDGE, United Kingdom, September 25, 2026 (GLOBE NEWSWIRE) — CDT Equity Inc. (Nasdaq: CDT) (”CDT” or the ”Company”), announces that its board of directors has approved a 1-for-25 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 September 28, 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 September 29, 2026, the date which has been approved by Nasdaq for the effectiveness of such split.
As of the Effective Time, every 25 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 20678X700. After the effectiveness of the reverse stock split, the number of outstanding shares of common stock will be reduced to approximately 1,124,515. 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.