PRE 14A 1 formpre14a.htm PRE 14A

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(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED FEBRUARY 24, 2026

4581 Tamiami Trail North, Suite 200

Naples, Florida 34103

(646) 491-9132

NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, MARCH 17, 2026

To our stockholders:

The 2026 virtual special meeting of stockholders (the “Special Meeting”) of CDT Equity Inc., a Delaware corporation, will be held on Tuesday, March 17, 2026, at 10:00 a.m., Eastern Time, for the following purpose:

To approve the issuance of up to an aggregate of 3,685,815 shares of the Company’s common stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with Nasdaq Listing Rule 5635;

To approve the issuance of shares of Common Stock, for purposes of Nasdaq Listing Rule 5635, pursuant to that certain purchase agreement dated as of January 16, 2026, establishing an equity line of credit;

To approve the issuance of up to an aggregate of 109,978,918 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase the Company’s Common Stock, in accordance with Nasdaq Listing Rule 5635;

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 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-250, 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;

To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company;

To approve (A) the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion under Delaware Law and (B)(i) the redomestication of the Company from the State of Delaware to the Cayman Islands by a transfer by way of continuation under the laws of the Cayman Islands and (ii) the adoption of the memorandum and articles of association of the Company (the “Cayman Articles”), substantially in the form attached as Annex E to this proxy statement (the “Redomestication Proposal” or “Proposal No. 6”); and

To approve the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals Nos. 1, 2, 3, 4, 5, and 6.

Only holders of record of our Common Stock as of the close of business on [February 25], 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 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/2026. To enter the Special Meeting, you will need the control number that is printed on your proxy card. 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,


Dr. Andrew Regan
Chief Executive Officer
Naples, Florida

_______________, 2026

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on Tuesday, March 17, 2026: Pursuant to the rules of the Securities and Exchange Commission, with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail.

Whether or not you expect to attend the meeting electronically, please submit a proxy to vote your shares promptly. Even if you have submitted a proxy, you may still vote electronically if you attend the virtual meeting, in which case only your vote cast at the virtual meeting will be counted. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

PROXY STATEMENT		1
PROPOSAL NO. 1 – TO APPROVE THE ISSUANCE OF UP TO AN AGGREGATE OF 3,685,815 SHARES OF THE COMPANY’S COMMON STOCK ISSUABLE UPON THE EXERCISE OF CERTAIN PRE-FUNDED WARRANTS TO PURCHASE THE COMPANY’S COMMON STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635.		6
PROPOSAL NO. 2 – TO APPROVE THE ISSUANCE OF SHARES OF COMMON STOCK, FOR PURPOSES OF NASDAQ LISTING RULES 5635, PURSUANT TO THAT CERTAIN PURCHASE AGREEMENT DATED AS OF JANUARY 16, 2026, ESTABLISHING AN EQUITY LINE OF CREDIT.		8
PROPOSAL NO. 3 – TO APPROVE THE ISSUANCE OF UP TO AN AGGREGATE OF 109,978,918 SHARES OF THE COMPANY’S COMMON STOCK ISSUABLE UPON THE EXERCISE OF CERTAIN PRE-FUNDED WARRANTS TO PURCHASE THE COMPANY’S COMMON STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635.		10
PROPOSAL NO. 4 – 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-250, INCLUSIVE, AS DETERMINED BY THE BOARD OF DIRECTORS IN ITS DISCRETION, SUBJECT TO THE AUTHORITY OF THE BOARD OF DIRECTORS TO ABANDON SUCH AMENDMENTS		12
PROPOSAL NO. 5 – TO ADOPT AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK		21
PROPOSAL NO. 6 – the approval of (A) the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion UNDER DELAWARE LAW and (B)(i) the redomestication of the Company from the State of Delaware to the Cayman Islands by A TRANSFER BY way of continuation UNDER THE LAWS OF THE CAYMAN ISLANDS and (ii) the adoption of the Cayman Articles.		23
PROPOSAL NO. 7 – APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY, TO CONTINUE TO SOLICIT VOTES FOR PROPOSALS NOS. 1, 2, 3, 4, 5, AND 6.		46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		47
OTHER MATTERS		48
ANNEX A – DECEMBER PRE-FUNDED WARRANT		A-1
ANNEX B – ELOC PURCHASE AGREEMENT		B-1
ANNEX C – FEBRUARY PRE-FUNDED WARRANT		C-1
ANNEX D – FORM OF CERTIFICATE OF AMENDMENT TO EFFECT REVERSE STOCK SPLIT		D-1
ANNEX E – FORM OF CERTIFICATE OF AMENDMENT TO EFFECT THE AUTHORIZED SHARE INCREASE		E-1
ANNEX F – MEMORANDUM and Articles of Association		F-1
ANNEX G – PLAN of Conversion		G-1

PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED FEBRUARY 24, 2026

4581 Tamiami Trail North, Suite 200

Naples, Florida 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 [February 25], 2026 (the “Record Date”) in connection with our solicitation of proxies for use at the virtual special meeting of stockholders to be held on Tuesday, March 17, 2026 at 10:00 a.m., Eastern Time and any adjournment(s), postponement(s) or other delays thereof (the “Special Meeting”).

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 [March 9], 2026 to all stockholders of record entitled to notice of and to vote at the Special Meeting.

Our principal executive offices are located at 4581 Tamiami Trail North, Suite 200, Naples, Florida, 34103, and our telephone number is (646) 491-9132.

Who May Vote

Only holders of our common stock, par value $0.0001 (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 [4,420,963] shares of Common Stock outstanding and entitled to vote at the Special Meeting and there were no other classes of securities outstanding that will be entitled to vote at the Special Meeting. Each share of Common Stock is entitled to one vote on the proposal to be voted on by the holders of Common Stock entitled to vote at the Special Meeting. There are no cumulative voting rights.

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 in person at the meeting or represented by proxy, constitutes a quorum for action at the meeting. Abstentions are counted for purposes of determining whether a quorum is present. Broker non-votes, if any, will not be 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. Accordingly, your broker or nominee may not vote your shares on Proposal Nos. 1, 2, 3, and 6 without your instructions, but may vote your shares on Proposal No. 4, 5, and 7 even in the absence of your instruction.

The vote requirement for the proposal is as follows:

●

Proposal 1 (Approval of the issuance of up to an aggregate of 3,685,815 shares of the Company’s Common Stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s Common Stock, in accordance with Nasdaq Listing Rule 5635.) – Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock virtually present in person 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 2 (Approval of the issuance of shares of Common Stock, for purposes of Nasdaq Listing Rule 5635, pursuant to that certain purchase agreement dated as of January 16, 2026, establishing an equity line of credit.) – Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock virtually present in person 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 3 (Approval of the issuance of up to an aggregate of 109,978,918 shares of the Company’s Common Stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s Common Stock in accordance with Nasdaq Listing Rule 5635.) – Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock virtually present in person 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 4 (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-250, 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 virtually present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Because this proposal is “routine,” we do not expect that any broker non-votes will occur with respect to this proposal. Broker non-votes, if any, will have no effect on the outcome of this proposal.

●

Proposal 5 (Approval of an amendment of the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock) – Approval of this proposal requires the affirmative vote of the holders of at least a majority of our shares of Common Stock outstanding and entitled to vote at the Special Meeting. Abstentions and broker non-votes will have the same effect as a vote against the proposal.

●

Proposal 6 (Approval of (A) the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion under Delaware Law and (B)(i) the redomestication of the Company from the State of Delaware to the Cayman Islands by a transfer by way of continuation under the laws of the Cayman Islands and (ii) the adoption of the Cayman Articles) – Approval of Proposal 6 requires the affirmative vote of the holders of at least a majority of our shares of Common Stock outstanding and entitled to vote at the Special Meeting. Abstentions and broker non-votes will have the same effect as a vote against the proposal.

●

Proposal 7 (Approval of the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals Nos. 1, 2, 3, 4, 5, and 6) – Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock virtually present in person 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. Proposals 4, 5, and 7 are considered routine matters being considered at the Special Meeting. Accordingly, your banker, broker or other nominee may vote your shares on such proposals even in the absence of your instruction.

Our Board’s Voting Recommendations

Our Board recommends that you vote your shares:

●

“FOR” the approval of the issuance of up to an aggregate of 3,685,815 shares of Common Stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s Common Stock, in accordance with Nasdaq Listing Rule 5635;

●

“FOR” the approval of the issuance of shares of Common Stock, for purposes of Nasdaq Listing Rule 5635, pursuant to that certain purchase agreement dated as of January 16, 2026, establishing an equity line of credit;

●

“FOR” the approval of the issuance of up to an aggregate of 109,978,918 shares of Common Stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s Common Stock, in accordance with Nasdaq Listing Rule 5635;

●

“FOR” the 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;

●

“FOR” the approval of an amendment to our Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock;

●

“FOR” the approval of (A) the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion under Delaware law and (B)(i) the redomestication of the Company from the State of Delaware to the Cayman Islands by a transfer by way of continuation under the laws of the Cayman Islands and (ii) the adoption of the Cayman Articles; 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, 3, 4, 5, and 6.

General Information

We have designed our virtual format to enhance stockholder access, participation and communication. 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 Tuesday, March 17, 2026 at 10:00 a.m., Eastern Time, registering in advance of the Special Meeting at https://www.cstproxy.com/cdtequity/2026. You will need the control number that is printed on your proxy card. This solicitation is for proxies for use at the Special Meeting or at any reconvened meeting after an adjournment or postponement of the Special Meeting.

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” the approval of the issuance of up to an aggregate of 3,685,815 shares of the Company’s Common Stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s Common Stock, in accordance with Nasdaq Listing Rule 5635;

●

“FOR” the approval of the issuance of up to an aggregate of 109,978,918 shares of the Company’s Common Stock issuable upon the exercise of certain pre-funded warrants to purchase the Company’s Common Stock in accordance with Nasdaq Listing Rule 5635;

●

“FOR” the approval of an amendment to our Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock; 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, 3, 4, 5, and 6.

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/2026. You will need the control number that is printed on your proxy card.

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 in person at the virtual Special Meeting, you must, in addition to registering in advance at https://www.cstproxy.com/cdtequity/2026 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.

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 you 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 day (if the technical difficulty is more 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 March 16, 2026, or by mail that is received by us prior to the Special Meeting or (ii) notifying our Secretary before the Special Meeting by mail at the address shown on page 1. 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., 4581 Tamiami Trail North, Suite 200, Naples, Florida, 34103, attention: Corporate Secretary. 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.

Why are we seeking approval for the redomestication to the Cayman Islands (the “Cayman Redomestication”)

The Board of Directors believes that there are several reasons why the Cayman Redomestication is in the best interests of the Company and our stockholders. First, the Cayman Redomestication will eliminate our obligation to pay the annual Delaware franchise tax, which we expect will result in substantial savings over the long term. In addition, the Cayman Redomestication may help us attract and retain qualified management by reducing the risk of lawsuits being filed against the Company and our directors and officers. We believe that for the reasons described in this proxy statement, in general, Cayman Islands law will provide greater protection to us and our directors and officers than Delaware law. The Board of Directors believes that the Cayman Redomestication will give us more flexibility and predictability in various corporation transactions. For more information, please see the section titled “Proposal No. 6—the approval of (A) the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion under Delaware Law and (B)(i) the redomestication of the Company from the State of Delaware to the Cayman Islands by a transfer by way of continuation under the laws of the Cayman Islands and (ii) the adoption of the Cayman Articles” beginning on page 23 of this proxy statement.

PROPOSAL NO. 1 – TO APPROVE THE ISSUANCE OF UP TO AN AGGREGATE OF 3,685,815 SHARES OF THE COMPANY’S COMMON STOCK ISSUABLE UPON THE EXERCISE OF CERTAIN PRE-FUNDED WARRANTS TO PURCHASE THE COMPANY’S COMMON STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635.

Pre-Funded Warrant Issuance

On December 8, 2025, the Company and Corvus Capital Limited (“Corvus”) entered into a Sale and Purchase Agreement (the “Agreement”) for the issuance of all of the outstanding shares of Conduit Pharmaceuticals Limited (“CPL”) held of record by the Company (the “CPL Share”), 224,800 shares of Common Stock (the “CDT Shares”), and 3,685,815 pre-funded warrants (the “December Pre-Funded Warrants”) to purchase shares of Common Stock (the “December Pre-Funded Warrant Shares”) collectively to Corvus. The issuance to Corvus was in connection with the sale of CPL, a subsidiary of the Company, that has been the subject of ongoing litigation as previously disclosed. The Company sold CPL, including the potential liability associated with the litigation, to Corvus, a wholly-owned subsidiary of the Company’s Chief Executive Officer for a settlement amount of $7,000,000 that was satisfied through the issuance of the CDT Shares and December Pre-Funded Warrants. Prior to the execution of the Agreement, CPL transferred its shareholding in its wholly-owned subsidiary, CDT Equity Ltd, to the Company in order to simplify the Company’s organizational structure.

The summary of the terms of the above is qualified in its entirety by reference to the December Pre-Funded Warrant, which is included herewith as Annex A and is incorporated herein by reference. You should read this summary together with the December Pre-Funded Warrant included herewith.

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 December Pre-Funded Warrants were not and are not exercisable at all prior to stockholder approval. Though we believe the December Pre-Funded Warrants were sold at or above the Minimum Price on December 8, 2025, because the shares issuable upon exercise of the December Pre-Funded Warrants total more than 19.99% of our outstanding shares of Common Stock on the date the December Pre-Funded Warrants were 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 exercise of the December Pre-Funded Warrants pursuant to Nasdaq Listing Rule 5635.

The ability to exercise any or all of the December Pre-Funded Warrant Shares 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. In addition, under the terms of the December Pre-Funded Warrants, Corvus will not have the right to exercise any portion of the December Pre-Funded Warrants if Corvus (together with its affiliates) would beneficially own in excess of 49.99% of the number of the Company’s Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the December Pre-Funded Warrants. Accordingly, because the shares issuable upon exercise of the December Pre-Funded Warrants total more than 19.99% of our outstanding shares of Common Stock on the date the December Pre-Funded Warrants were 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 exercise of the December Pre-Funded Warrants pursuant to Nasdaq Listing Rule 5635.

As described above, pursuant to the December Pre-Funded Warrant, 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.

A vote in favor of this Proposal No. 1 is a vote “FOR” approval of the issuance of the shares upon exercise of the December Pre-Funded Warrants issued under the terms of the December Pre-Funded Warrant. The exercise of the December Pre-Funded Warrants, in their entirety, could result in the issuance of 20% or more of our Common Stock outstanding as of December 8, 2025, which is the date that we issued the December Pre-Funded Warrants.

Potential Adverse Effects - Dilution and Impact on Existing Stockholders

The issuance of shares of Common Stock upon exercise of the December Pre-Funded 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 exercise of the December Pre-Funded Warrants. This means also that our current stockholders will own a smaller interest in us as a result of the exercise of the December Pre-Funded Warrants and therefore have less ability to influence significant corporate decisions requiring stockholder approval. Issuance of the shares underlying the December Pre-Funded 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 December Pre-Funded Warrants are exercised in full for cash, a total of 3,685,815 shares of Common Stock will be issuable to the holder of the December Pre-Funded Warrants and this dilutive effect may be material to current stockholders of the Company.

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 AUTHORIZE THE ISSUANCE OF UP TO AN AGGREGATE OF 3,685,815 SHARES OF THE COMPANY’S COMMON STOCK ISSUABLE UPON THE EXERCISE OF CERTAIN PRE-FUNDED WARRANTS TO PURCHASE THE COMPANY’S COMMON STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635.

PROPOSAL NO. 2 – TO APPROVE THE ISSUANCE OF SHARES OF COMMON STOCK, FOR PURPOSES OF NASDAQ LISTING RULES 5635, PURSUANT TO THAT CERTAIN PURCHASE AGREEMENT DATED AS OF JANUARY 16, 2026, ESTABLISHING AN EQUITY LINE OF CREDIT.

Overview

As described in more detail below, on January 16, 2026, we entered into a Purchase Agreement (the “ELOC Purchase Agreement”) with Ascent Partners Fund LLC (“Ascent”) establishing an equity line of credit (the “Committed Equity Financing”), pursuant to which we may sell shares of Common Stock to Ascent from time to time. The ELOC Purchase Agreement is attached as Annex B and is incorporated herein by reference.

We are asking our stockholders to approve the issuance of the shares of our Common Stock that we may sell under the ELOC Purchase Agreement for purposes of Nasdaq Listing Rule 5635. 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. Further, Nasdaq Listing Rule 5635(d) requires stockholder approval prior to certain issuances with respect to common stock or securities convertible into common stock other than in a public offering if the price is below the Minimum Price in an amount greater than or equal to 20% of the number of shares of common stock outstanding prior to such issuance, regardless of whether such shares are issued to one person or group or are more widely distributed. Pursuant to this proposal, stockholders will be voting to approve the issuance of the shares of our Common Stock that we may sell under the ELOC Purchase Agreement pursuant to Nasdaq Listing Rules 5635.

Committed Equity Financing

Pursuant to the ELOC Purchase Agreement, Ascent shall purchase from us up to the lesser of (i) $25 million of newly issued shares of Common Stock (the “ELOC Shares”) and (ii) 19.99% of the total number of shares of Common Stock outstanding immediately prior to the execution of the ELOC Purchase Agreement; provided, however that such limitations will not apply if we obtain stockholder approval to issue additional shares of Common Stock.

Sales of Common Stock to Ascent under the ELOC Purchase Agreement, and the timing of any sales, will be determined by us from time to time in our sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of our Common Stock, and determinations by us regarding the use of proceeds from any sale of such Common Stock.

Pursuant to the ELOC Purchase Agreement, we may direct Ascent to purchase a specified number of shares of Common Stock at a purchase price equal to 97% of the lowest VWAP for the ten trading days prior to the date of the Company’s advance notice to Ascent (the “Base VWAP”); provided, however, if the purchase price after taking into account the above calculations is below $1.00, then the purchase price shall be 94% of the Base VWAP and if it is below $2.00, then the purchase price shall be 95% of the Base VWAP. For additional information on the transaction and the terms of the ELOC Purchase Agreement, please see our Current Report on Form 8-K filed with the SEC on January 22, 2026.

Reasons for Seeking Stockholder Approval

Our Common Stock is listed on The Nasdaq Capital Market, and, as such, we are subject to the applicable rules of Nasdaq, including Nasdaq Listing Rule 5635. 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. Further, Nasdaq Listing Rule 5635(d) requires us to obtain stockholder approval prior to certain issuances with respect to common stock or securities convertible into common stock other than in a public offering if the price is below the Minimum Price in an amount equal to or greater than 20% of the number of shares of common stock outstanding prior to such issuance, regardless of whether such shares are issued to one person or group or are more widely distributed.

Impact on Stockholders of Approval or Disapproval of this Proposal

If this proposal is approved, existing stockholders may suffer dilution in ownership interests and voting rights as a result of the issuance of shares of Common Stock pursuant to the ELOC Purchase Agreement. Assuming the issuance of all of the ELOC Shares pursuant to the ELOC Purchase Agreement and assuming the ELOC Shares to be issued are sold at a price of $1.42 per share, the closing price of a share of our Common Stock on the day we entered into the ELOC Purchase Agreement, without giving effect to the beneficial 9.99% beneficial ownership limitation set forth in the ELOC Purchase Agreement (the “Beneficial Ownership Limitation”), such shares would constitute approximately [80]% of the outstanding Common Stock, assuming the Company’s issued and outstanding shares as of the record date. Because the issuance price of the ELOC Shares may be adjusted, the number of shares that will actually be issued may be more or less than such number of shares. The ownership interest of the existing stockholders (other than Ascent) would be correspondingly reduced.

If the stockholders do not approve this proposal, we will be unable to issue any ELOC Shares pursuant to the ELOC Purchase Agreement in an amount greater than 19.99% of the total number of shares of Common Stock outstanding immediately prior to the execution of the ELOC Purchase Agreement. Accordingly, if stockholder approval of this proposal is not obtained, we may need to seek alternative

SEC Form PRE 14A filed by CDT Equity Inc.