CDT Equity Inc.

For the period ended Aug 11, 2026. Filed Aug 11, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 11, 2026 · Filed Aug 11, 2026

CDT$1.31Day change unavailableStored close · as of Nov 6, 2026

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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

(Name of Registrant as Specified in its Charter)

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Payment of Filing Fee (Check all boxes that apply):

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(a)(1) and 0-11.

4851 Tamiami Trail North, Suite 200

Naples, FL 34103

(646) 491 9132

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FRIDAY, AUGUST 28, 2026

To our stockholders:

The 2026 virtual annual meeting of stockholders (the “2026 Annual Meeting”) of CDT Equity Inc., a Delaware corporation, will be held on Friday, August 28, 2026, at 10:00 a.m., Eastern Time, for the following purposes:

1.	to elect five nominees to serve as directors, each for a one-year term expiring at our next annual meeting of stockholders and until each such director’s successor is elected and qualified (Proposal No. 1);
2.	to ratify the appointment of Carr, Riggs & Ingram, L.L.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2);
3.	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 our 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-500, 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 (Proposal No. 3);
4.	to approve the issuance of shares of common stock, for purposes of Nasdaq Listing Rule 5635, pursuant to that certain senior secured convertible note and common stock purchase warrant issued to J.J. Astor & Co. (Proposal No. 4);
5.	to approve the issuance of up to an aggregate of 12,131,770 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 (Proposal No. 5);
6.	to approve the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for Proposals Nos. 1, 2, 3, 4, and 5 (Proposal No. 6); and
7.	to transact such other matters as may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof.

Only holders of record of our common stock as of the close of business on August 3, 2026, the record date, are entitled to notice of and to vote at the 2026 Annual Meeting.

The 2026 Annual Meeting will be a completely “virtual” meeting of stockholders. You will be able to listen and participate in the virtual annual meeting as well as vote and submit your questions during the live webcast of the meeting by registering in advance of the 2026 Annual Meeting at https://www.cstproxy.com/cdtequity/am2026. 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 2026 Annual 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 2026 Annual Meeting. If you vote during the 2026 Annual 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,

/s/ Dr. Andrew Regan

Dr. Andrew Regan

Chief Executive Officer

London, United Kingdom

August 10, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2026 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 28, 2026

This Proxy Statement, the Proxy Card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available online at: https://www.cstproxy.com/cdtequity/am2026

TABLE OF CONTENTS

PROXY STATEMENT	1
PROPOSAL NO. 1 – ELECTION OF DIRECTORS	7
DIRECTORS’ NOMINATION	10
DIRECTORS’ COMPENSATION	11
CORPORATE GOVERNANCE	13
EXECUTIVE COMPENSATION	17
EQUITY COMPENSATION PLAN INFORMATION	20
TRANSACTIONS WITH RELATED PERSONS	21
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	27
PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	28
PROPOSAL NO. 3 – 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-500, INCLUSIVE, AS DETERMINED BY THE BOARD OF DIRECTORS IN ITS DISCRETION, SUBJECT TO THE AUTHORITY OF THE BOARD OF DIRECTORS TO ABANDON SUCH AMENDMENTS	31
PROPOSAL NO. 4 – TO APPROVE THE issuance of shares of common stock, for purposes of Nasdaq Listing Rules 5635, pursuant to that certain senior secured convertible note AND COMMON STOCK PURCHASE WARRANT issued to J.J. Astor & Co.	41
PROPOSAL NO. 5 - to approve the issuance of up to an aggregate of 12,131,770 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	43
PROPOSAL NO. 6 – APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE ANNUAL MEETING, IF NECESSARY, TO CONTINUE TO SOLICIT VOTES FOR PROPOSALS NOS. 1, 2, 3, 4, AND 5.	45
DELINQUENT SECTION 16(a) REPORTS	46
STOCKHOLDER PROPOSALS	46
OTHER MATTERS	47

4581 Tamiami Trail North, Suite 200

Naples, FL 34103

(646) 491-9132

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.