CDT Equity Inc. files preliminary proxy for November 12, 2026 virtual special meeting to approve J.J. Astor share issuance and reverse stock split authority
CDT Equity Inc. filed a preliminary proxy statement for a virtual special meeting of stockholders on November 12, 2026 at 10:00 a.m. Eastern Time, with a record date of October 23, 2026. Stockholders are asked to vote on (i) approving the issuance of common stock pursuant to senior secured convertible notes and warrants issued to J.J. Astor & Co. for purposes of Nasdaq Listing Rule 5635, (ii) authorizing one or more reverse stock splits at a ratio between 1-for-2 and 1-for-100 (aggregate not more than 1-for-1,00...
Key takeaways
Meeting logistics: Virtual special meeting scheduled for November 12, 2026 at 10:00 a.m. Eastern Time; record date October 23, 2026; registration at the linked primary source
Proposal 1 - Share issuance approval: Seeks Nasdaq Rule 5635 stockholder approval to issue common stock upon conversion/exercise of senior secured convertible notes and warrants issued to J.J. Astor & Co., where the aggregate shares exceed 19.99% of outstanding common stock.
Proposal 2 - Reverse stock split authority: Authorizes the board to effect one or more reverse stock splits at a ratio from 1-for-2 to 1-for-100 (aggregate not more than 1-for-1,000), without changing the number of authorized common stock (250,000,000) or par value ($0.0001).
October 2026 Note - $6.75 million principal senior secured convertible note issued to J.J. Astor & Co., funded in two tranches ($4,050,000 first tranche, $2,700,000 second tranche), maturing March 24, 2027 with 24 weekly installments of $168,750; secured by first-priority lien; conversion price equal to greater of 70% of the lowest closing price over the preceding 20 trading days or $0.18354 floor price (subject to semi-annual resets).
October 2026 Warrants: 225,000 shares at $0.9177 exercise price, 5-year term; combined August/September/October warrants total 373,220 shares; lender capped at 4.99% beneficial ownership (9.99% or 19.99% upon notice).
Mandatory reverse split trigger: October Note requires a reverse split if closing bid price is below $1.00 for five consecutive trading days, designed to achieve at least $5.00 per share; reverse split authority is also a condition to funding the second tranche.
CEO/CFO/Director James Bligh has executed the proxy; directors and executive officers collectively beneficially own 1,259 shares of common stock.
Key metrics
Disclosure changes
- Proposal No. 1 - J.J. Astor & Co. share issuance (Nasdaq Listing Rule 5635)
Stockholder approval is sought for the issuance of common stock upon conversion of senior secured convertible notes and exercise of warrants held by J.J. Astor & Co., whose shares exceed 19.99% of outstanding common stock and which now include additional Existing Note Conversion Shares resulting from a reduced $0.18354 floor price.
A 'for' vote is required to permit full conversion/exercise of notes and warrants without breaching Nasdaq 19.99% issuance limits; failure to obtain approval is an event of default trigger under the October Note. - Proposal No. 2 - Reverse stock split authority
Board is seeking authority to effect one or more reverse stock splits at a ratio from 1-for-2 to 1-for-100 (aggregate not more than 1-for-1,000), with the board retaining discretion to abandon; authorized common stock remains at 250,000,000 shares.
Reverse split authority is required by the October Note and is a condition to funding the second tranche; a reverse split below a $1.00 closing bid price is mandatory under the October Note, with a $5.00 per share target. - October 2026 Note (first tranche funded; second tranche contingent)
$6,750,000 senior secured convertible note issued to J.J. Astor & Co. with first tranche of $4,050,000 funded (net proceeds $2,869,850) and second tranche of $2,700,000 contingent on stockholder approval, resale registration effectiveness, $3.00 minimum bid price, and no event of default.
Material dilution risk from conversion/exercise and mandatory 80% ATM net proceeds sweep toward repayment until the October Note is paid in full. - Beneficial ownership of directors and executive officers
Directors and executive officers beneficially own 1,259 shares in aggregate as of the Record Date (post-stock-split adjustments), individually less than 1% each.
Establishes insider ownership baseline for evaluating dilution from share issuances.
Primary source
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