$CDT·8-K

CDT Equity Inc. · Mar 18, 4:53 PM ET

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CDT Equity Inc. 8-K

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CDT Equity Inc. Approves Redomestication, Reverse‑Split Authority and Issuance Approvals

What Happened

  • On March 17, 2026 CDT Equity Inc. convened a special meeting of stockholders and announced voting results in an 8‑K filed March 18, 2026. A quorum was present (proxies representing over one‑third of outstanding common shares).
  • Stockholders approved seven proposals, including redomestication to the Cayman Islands, board authority to effect a reverse stock split (ratios between 1‑for‑2 and 1‑for‑100, aggregate not more than 1‑for‑250), increasing authorized common shares from 250,000,000 to 500,000,000, and multiple issuances under Nasdaq Listing Rule 5635 tied to pre‑funded warrants and an equity line of credit.

Key Details

  • Meeting date: March 17, 2026; proxy statement filed March 6, 2026.
  • Issuance approvals: up to 3,685,815 shares (Proposal 1: votes for 2,231,826) and up to 109,978,918 shares (Proposal 3: votes for 2,234,348) issuable on exercise of certain pre‑funded warrants.
  • Equity line approval (Proposal 2): authorized issuance under the January 16, 2026 purchase agreement (votes for 2,237,240).
  • Corporate changes: reverse split authority approved (votes for 2,238,772) and authorized shares increased to 500,000,000 (votes for 2,233,957). Redomestication to the Cayman Islands (Proposal 6) was approved (votes for 2,217,954; 21,865 abstentions).

Why It Matters

  • These approvals give the board flexibility to reduce the share count (reverse split), increase the pool of authorized shares, and issue shares under pre‑funded warrants and an equity line—actions that directly affect share supply and could impact existing shareholders.
  • Redomestication changes the company’s legal domicile from Delaware to the Cayman Islands, which may affect the company’s governing law and certain corporate procedures going forward.
  • Investors should note the specific authorized issuance amounts and dates (e.g., January 16, 2026 equity line) when assessing potential dilution and company capitalization going forward.

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