CDT Equity Inc PRE 14A, filed Feb 24, 2026

CDT Equity Inc. (CDT)

PRE 14A 2026-02-24 For: 2026-02-24

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Added on October 16, 2026

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☒	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

☒	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.


Dr. Andrew Regan
Chief Executive Officer
Naples, Florida

_______________, 2026

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

	●	effecting one or more Reverse Stock Splits may be an effective means of avoiding a delisting of the Company’s Common Stock from Nasdaq in the future;

	●	an investment in the Company’s Common Stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients and investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks;

	●	analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks and that most investment funds are reluctant to invest in lower priced stocks; and

	●	a higher stock price resulting from any Reverse Stock Split may help generate investor interest in the Company and help the Company attract and retain employees.

	●	a Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks;

	●	a Reverse Stock Split will result in a per share price that will increase the ability of the Company to attract and retain employees; or

	●	the market price per share will either exceed or remain in excess of the $1.00 minimum bid price as required by Nasdaq for continued listing, or that we will otherwise meet the requirements of Nasdaq for inclusion for trading on The Nasdaq Capital Market following any Reverse Stock Split.

	●	our ability to maintain the listing of the Common Stock on the Nasdaq;

	●	the historical trading price and trading volume of the Common Stock;

	●	the number of shares of Common Stock outstanding immediately before and after the Reverse Stock Split;

	●	the dilutive impact of any potential exercise of the Company’s outstanding warrants or conversion of the Company’s outstanding convertible notes and the related impact on the trading price of the Common Stock;

	●	the then-prevailing trading price and trading volume of the Common Stock and the anticipated impact of a Reverse Stock Split on the trading price and trading volume of the Common Stock in the short- and long-term;

	●	the anticipated impact of a particular Reverse Stock Split Ratio on the Company’s ability to reduce administrative and transactional costs;

	●	the anticipated impact of a particular Reverse Stock Split Ratio on the number of holders of the Common Stock; and

	●	prevailing general market, legal, and economic conditions.

	●	the market price per share of the Common Stock after one or more Reverse Stock Splits will rise in proportion to the reduction in the number of shares of the Common Stock outstanding before such Reverse Stock Splits;

	●	one or more Reverse Stock Splits will result in a per share price that will attract brokers and investors who do not trade in lower-priced stocks;

	●	one or more Reverse Stock Splits will result in a per share price that will increase the ability of the Company to attract and retain employees; or

	●	the market price per share will achieve and maintain the stock price required to not be considered unsuitable for continued trading on the Nasdaq.

Reverse Split Ratio	Approximate Number of Shares Issued and Outstanding		Percentage of Authorized Common Stock
Current shares		[4,420,963]		[1.77]	%
1-for-2		[2,210,481]		*	%
1-for-5		[884,192]		*	%
1-for-10		[442,096]		*	%
1-for-20		[221,048]		*	%
1-for-50		[88,419]		*	%
1-for-100		[44,209]		*	%

Delaware Corporation		Cayman Company

Organizational Documents

The rights of the Delaware Corporation’s stockholders are governed by the Certificate of Incorporation, Bylaws and the DGCL.		The rights of Cayman Company shareholders will be governed by the Cayman Articles, the Companies Act, and the common law of the Cayman Islands.

Authorized Capital Stock

The Delaware Corporation is authorized to issue two classes of capital stock which are designated, respectively, “common stock” and “preferred stock.” The total number of shares that the Delaware Corporation is currently authorized to issue is 251,000,000, of which 250,000,000 shares are Common Stock, each having a par value $0.0001 per share, and 1,000,000 shares are Preferred Stock, each having a par value $0.0001 per share. The Preferred Stock may be issued from time to time in one or more series. The number of authorized shares of Delaware Corporation Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of a majority of the votes properly cast in the matter, irrespective of the provisions of Section 242(b)(2) of the DGCL.		The authorized share capital of the Cayman Company under the Cayman Articles is US$ 25,200 comprising of 251,000,000 “ordinary shares,” having a par value of US$0.0001 per share; and 1,000,000 “preferred shares,” having a par value of US$0.0001 per share. The Cayman Company may increase its authorized share capital through an ordinary resolution of the shareholders.

Number and Qualification of Directors

The number of directors shall be fixed solely and exclusively by resolution duly adopted by the Board of Directors. No decrease in the authorized number of directors constituting the Board of Directors will shorten the term of any incumbent director. Directors need not be stockholders of the Delaware Corporation. The Board of Directors consists of seven members.		The Board of Directors will consist of at least one person; provided, however, that subject to the rights of the holders of any series of preferred shares specified by the Cayman Articles or any certificate of designation, the number of directors that shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by a simple majority of the voting power of the authorized number of directors then in office or by unanimous written consent of all directors. No decrease in the authorized number of directors constituting the Board of Directors will shorten the term of any incumbent director. Directors need not be shareholders of the Cayman Company. The Board of Directors consists of seven members.

Term of Directors; Election of Directors

At each annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the particular class whose terms expire at such annual meeting. Notwithstanding the foregoing provisions of this section, the directors shall serve until their successors are duly elected and qualified or until their earlier resignation, death or removal.		At each annual general meeting of shareholders, directors shall be elected for a full term of three years to succeed the directors of the particular class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this section, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier resignation, death or removal.

Delaware Corporation		Cayman Company

Except as otherwise provided by statute, the Certificate of Incorporation or the Bylaws, directors shall be elected by a plurality of the votes properly cast on the election of directors.		Except as otherwise provided by statute or the Cayman Articles, directors shall be elected by a plurality of the votes properly cast on the election of directors.

Vacancies on the Board of Directors

Any and all vacancies on the Board of Directors, however occurring, including, without limitation, by reason of an increase in the size of the Board of Directors, or resulting from death, resignation, disqualification, or removal, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified or until his or her earlier resignation, death or removal.		Subject to the rights of the holders of any series of preferred shares, any and all vacancies on the Board of Directors, however occurring, including, without limitation, by reason of an increase in the size of the Board of Directors, or resulting from death, resignation, disqualification, or removal, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board of Directors, and not by the shareholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.

Stockholder Action by Written Consent

No action may be taken by the Delaware Corporation stockholders except at an annual or special meeting of the Delaware Corporation stockholders called in accordance with the Bylaws, and no action may be taken by the Delaware Corporation stockholders by written consent.		A resolution in writing signed by all the shareholders entitled to receive notice of and to attend and vote at general meetings of the Cayman Company (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Cayman Company duly convened and held.

Delaware Corporation		Cayman Company

Quorum

At all meetings of stockholders, except where otherwise provided by applicable law or by the Certificate of Incorporation or the Bylaws, the holders of one third (1/3) of the outstanding shares entitled to vote, present in person or represented by proxy, shall constitute a quorum. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the presiding officer of the meeting or by vote of the holders of a majority of the voting power present thereat. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.		At all meetings of shareholders, except where otherwise provided by the Cayman Articles or any certificate of designation, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, the holders of one third (1/3) of the outstanding shares of the Cayman Company entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, either by the presiding officer or chairman of the meeting or by vote of the holders of a majority of the shares represented thereat. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Special Meetings of Stockholders

Except as otherwise required by statute and subject to the rights of the holders of any series of Preferred Stock, special meetings of the Delaware Corporation stockholders may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the directors then in office, and not by any other person or persons. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Delaware Corporation. Unless otherwise required by the DGCL, notice of all special meetings of stockholders shall be given in the same manner as provided for annual meetings, except that the notice of all special meetings shall state the purpose or purposes for which the meeting has been called.		General meetings of the Cayman Company shareholders may be called, for any purpose as is a proper matter for shareholder action under Cayman Islands law, by the Board of Directors pursuant to a resolution adopted by a simple majority of the voting power of the directors present at a meeting of directors or by unanimous written consent of all directors. Except as otherwise required by statute and subject to the rights of the holders of any series of preferred shares, special meetings of the Cayman Company shareholders may be called only by the Board of Directors or the Chief Executive Officer if one is elected, or the President if one is elected, and shall be held at such place, date, and time as they or he or she shall fix, pursuant to a resolution adopted by the affirmative vote of a majority of the directors then in office, and not by any other person or persons. Other than those stated in the Cayman Articles, only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of shareholders of the Cayman Company.

Notice of Stockholder Meetings

Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Delaware Corporation Preferred Stock, a notice stating the hour, date and place, if any, of a meeting of stockholders and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and voting at such meeting, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting by delivering such notice to such stockholder or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Delaware Corporation’s stock transfer books. Without limiting the manner by which notice may otherwise be given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.		Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Cayman Company preferred shares, a notice stating the hour, date and place, if any, of a meeting of shareholders and the means of remote communication, if any, by which shareholders and proxyholders may be deemed to be present in person and voting at such meeting, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting by delivering such notice in accordance with the Cayman Articles. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any shareholder shall not invalidate the proceedings at any meeting.

Delaware Corporation		Cayman Company

Amendment of Bylaws and Articles of Association

Except as otherwise provided by law, the Bylaws may be amended or repealed by the Board of Directors or by stockholders at any annual meeting, or special meeting called for such purpose. Any amendment or repeal of the Bylaws by the Board of Directors shall require the affirmative vote of a majority of the directors then in office, and any amendment or repeal of the Bylaws by the stockholders shall require the affirmative vote of a majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.		The Cayman Articles will consist of a memorandum of association and articles of association. Subject to the Companies Act, the Cayman Articles and the rights attaching to the various classes, including pursuant to any certificate of designation, the Cayman Company may at any time and from time to time by special resolution alter or amend the articles of association forming a part of the Cayman Articles in whole or in part.

Limitation on Director and Officer Liability

A director of the Delaware Corporation shall not be personally liable to the Delaware Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the Director’s duty of loyalty to the Delaware Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of the Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Delaware Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal or modification of Article VII of the Certificate of Incorporation, which provides limitation of liability for directors of the Delaware Corporation, by either of (i) the stockholders of the Delaware Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a director at the time of such amendment, repeal or modification.		The Companies Act does not restrict the authority of a Cayman exempted company to indemnify its directors, officers, employees or agents. The Cayman Articles provide that no Indemnified Person (as defined below) shall be liable: (a) for the acts, receipts, neglects, defaults or omissions of any other director or officer or agent of the Cayman Company; or (b) for any loss on account of defect of title to any property of the Cayman Company; or (c) on account of the insufficiency of any security in or upon which any money of the Cayman Company shall be invested; or (d) for any loss incurred through any bank, broker or other similar person; or (e) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or (f) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution of discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto; unless the same shall happen through such Indemnified Person’s own actual fraud, willful default or willful neglect as determined by a court of competent jurisdiction.

Delaware Corporation		Cayman Company

Indemnification

The Delaware Corporation will indemnify its directors and officers to the fullest extent authorized by the DGCL or any other applicable law for: (i) any proceeding or any claim, issue or matter therein (other than an action by or in the right of the Delaware Corporation), which such director or officer is, or is threatened to be made, a party to or participant in by reason of such director’s or officer’s relationship to the Delaware Corporation, if such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the Delaware Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; and (ii) any proceeding or any claim, issue or matter therein by or in the right of the Delaware Corporation, which such director or officer is, or is threatened to be made, a party to or participant in by reason of such director’s or officer’s relationship to the Delaware Corporation, if such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the Delaware Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such director or officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Delaware Corporation, unless, and only to the extent that, the Delaware Court of Chancery or another court in which such proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnification for such expenses that such court deems proper.		The Cayman Articles provide that, to the fullest extent permitted by law, every director (including any alternate director appointed pursuant to the provisions of the Cayman Articles), secretary, assistant secretary, or other officer (but not including the Cayman Company’s auditors) and the personal representatives of the same (“Indemnified Persons” and each an “Indemnified Person”) shall be indemnified and secured harmless out of the assets and funds of the Cayman Company against all actions or proceedings whether threatened, pending or completed, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own actual fraud, willful default or willful neglect as determined by a court of competent jurisdiction, (i) in or about the conduct of the Cayman Company’s business or affairs (including as a result of any mistake of judgment), (ii) in the execution or discharge of his or her duties, powers, authorities or discretions, or (iii) in respect of any actions or activities undertaken by an Indemnified Person provided for and in accordance with the provisions set out above (inclusive) including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending or otherwise being involved in, (whether successfully or otherwise) any civil proceedings concerning the Cayman Company or its affairs in any court whether in the Cayman Islands or elsewhere.

Each non-officer employee of the Delaware Corporation may, in the discretion of the Board of Directors, be indemnified by the Delaware Corporation to the fullest extent authorized by the DGCL against any or all expenses and liabilities that are incurred by such non-officer employee or on such non-officer employee’s behalf in connection with any threatened, pending or completed proceeding, or any claim, issue or matter therein, which such non-officer employee is, or is threatened to be made, a party to or participant in by reason of such non-officer employee’s relationship with the Delaware Corporation, if such non-officer employee acted in good faith and in a manner such non-officer employee reasonably believed to be in or not opposed to the best interests of the Delaware Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, the Delaware Corporation may indemnify the non-officer employee only if such proceeding was authorized in advance by the Board of Directors. The Delaware Corporation shall advance all expenses incurred by or on behalf of any director in connection with any proceeding in which such director is involved by reason of such director’s relationship with the Delaware Corporation within 30 days after the receipt by the Delaware Corporation of a written statement from such director requesting such advance or advances from time to time, whether prior to or after final disposition of such proceeding. Such statement or statements shall reasonably evidence the expenses incurred by such director and shall be preceded or accompanied by an undertaking by or on behalf of such director to repay any expenses so advanced if it shall ultimately be determined that such director is not entitled to be indemnified against such expenses. Notwithstanding the foregoing, the Delaware Corporation shall advance all expenses incurred by or on behalf of any director seeking advancement of expenses hereunder in connection with a proceeding initiated by such director only if such proceeding (including any parts of such proceeding not initiated by such director) was (i) authorized by the Board of Directors, or (ii) brought to enforce such director’s rights to indemnification or advancement of expenses under the Bylaws.		Each shareholder waives any claim or right of action they might have, whether individually or by or in the right of the Cayman Company, against any director or officer on account of any action taken by such director or officer, or the failure of such director or officer to take any action in the performance of his or her duties with or for the Cayman Company; provided that such waiver shall not extend to any matter in respect of any actual fraud, willful default or willful neglect which may attach to such director or officer. The Cayman Company will pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under the Cayman Articles or otherwise. The rights to indemnification and advancement of expenses conferred on any Indemnified Person as set out above will not be exclusive of any other rights that any Indemnified Person may have or hereafter acquire pursuant to an agreement with the Cayman Company or otherwise.

Delaware Corporation		Cayman Company

The Delaware Corporation may, at the discretion of the Board of Directors, advance any or all expenses incurred by or on behalf of any officer or any non-officer employee in connection with any proceeding in which such person is involved by reason of his or her status as an officer or non-officer employee upon the receipt by the Delaware Corporation of a statement or statements from such officer or non-officer employee requesting such advance or advances from time to time, whether prior to or after final disposition of such proceeding. Such statement or statements shall reasonably evidence the expenses incurred by such officer or non-officer employee and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any expenses so advanced if it shall ultimately be determined that such officer or non-officer employee is not entitled to be indemnified against such expenses. The rights conferred on any person by the Bylaws will not be exclusive of any other right which such person may have or hereafter acquire.

Preemptive Rights

Delaware Corporation stockholders do not have preemptive rights. Thus, if additional shares of Delaware Corporation Common Stock are issued, the current holders of Delaware Corporation Common Stock will own a proportionately smaller interest in a larger number of outstanding shares of Common Stock to the extent that they do not participate in the additional issuance.		Cayman Company shareholders will not have preemptive rights. Thus, if additional Cayman Shares are issued, the current holders of Cayman Shares will own a proportionately smaller interest in a larger number of outstanding Cayman Shares to the extent that they do not participate in the additional issuance.

Distributions to Stockholders

Dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Delaware Corporation legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee thereof.		Subject to the Companies Act, the Cayman Articles and any certificate of designation, and except as otherwise provided by the rights attached to any shares, the directors may resolve to declare dividends (including interim dividends) and other distributions on shares in issue and authorize payment of the dividends or other distributions out of the funds of the Cayman Company lawfully available therefor. All dividends shall be declared and paid according to the amounts paid up on the Cayman Shares, but if and for so long as nothing is paid up on any of the Cayman Shares, dividends may be declared and paid according to the par value of the Cayman Shares. Dividends may be paid in cash, in-kind, or in shares.

Stock Transfer Restrictions Applicable to Stockholders

Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock that are represented by a certificate may be transferred on the books of the Delaware Corporation by the surrender to the Delaware Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Delaware Corporation or its transfer agent may reasonably require. Shares of stock that are not represented by a certificate may be transferred on the books of the Delaware Corporation by submitting to the Delaware Corporation or its transfer agent such evidence of transfer and following such other procedures as the Delaware Corporation or its transfer agent may require.		Transfer of Cayman Shares may be subject to the restrictions that may be set out from time to time in the Cayman Articles, including, without limitation, the receipt of an instrument of transfer in such form as the directors may in their absolute discretion approve and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer.

	●	U.S. expatriates and former citizens or long-term residents of the United States;

	●	U.S. Holders whose functional currency is not the U.S. dollar;

	●	persons holding the Company stock as part of a hedge, straddle or other risk-reduction strategy or as part of a conversion transaction or other integrated investment;

	●	banks, insurance companies and other financial institutions;

	●	real estate investment trusts or regulated investment companies;

	●	brokers, dealers or traders in securities or other persons that elect to use a mark-to-market method of accounting for their holdings in the Company stock;

	●	partnerships or other entities or arrangements classified as partnerships, passthroughs, or disregarded entities for U.S. federal income tax purposes (and investors therein), S corporations or other passthrough entities (including hybrid entities);

	●	tax-exempt organizations or governmental organizations;

	●	persons deemed to sell the Company stock under the constructive sale provisions of the Code;

	●	persons who hold or receive the Company stock pursuant to the exercise of any employee stock option or otherwise as compensation;

	●	tax-qualified retirement plans; and

	●	persons that own, or have owned, actually or constructively, more than 5% of the Company stock.

	●	an individual who is a citizen or resident of the United States;

	●	a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

	●	an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

	●	a trust that: (i) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code); or (ii) has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

	●	A director’s undertaking confirming that the Cayman Company is able to pay its debts as they become due in the ordinary course of business together with a statement of the Cayman Company’s assets and liabilities;

	●	A director declaration that the operations of the Cayman Company will take place outside of the Cayman Islands;

	●	A sworn affidavit from a director stating that the Cayman Company is not in liquidation, subject to insolvency proceedings, or in the process of being wound up in any jurisdiction together with certain other declarations required under the Companies Act;

	●	A certificate good standing provided by the Secretary of State in Delaware immediately prior to the transfer by way of continuation in together with the charter documents of the Delaware Corporation (such documents duly certified);

	●	The certificate of incorporation/registration of the Delaware Corporation issued by the Secretary of State in Delaware (duly certified); and

	●	A formal notice confirming that the company has no secured creditors or, in the event that the company does have secured creditors, confirmation that such creditors shall be notified of the redomestication within 21 days.

	●	A formal notice of continuation to be filed with the Cayman Islands Registrar of Companies, notifying it of the Cayman Company’s intent to continue as a Cayman Islands exempted company and the proposed registered office of the Cayman Company in the Cayman Islands; and

	●	A directors’ resolution resolving to change the domicile of the Delaware Corporation from Delaware to the Cayman Islands.

	●	Shareholder resolutions approving the change of domicile from Delaware to the Cayman Islands.

	●	A statement of assets and liabilities of the company.

Name and Address of Beneficial Owner	Number of shares of Common Stock			% of Common Stock*
*Directors and executive officers*
James Bligh		[60,117	]⁽¹⁾		[1.36	]%
Chele Chiavacci Farley		[17,157	]⁽²⁾		*
Freda Lewis-Hall		[6,972	]⁽³⁾		*
Andrew Regan		[386,672	]⁽⁴⁾		[8.75	]%
Simon Fry		[6,505	]⁽⁵⁾		*
*All directors and executive officers as a group (5 individuals)*		[477,421	]		[10.78	]%
Ascent Partners Fund LLC		[255,657	]⁽⁶⁾		[5.78	]%
Mark Taylor		[279,656	]⁽⁷⁾		[6.33	]%
Thesprogen, PC		[450,094	]⁽⁸⁾		[10.18	]%
NJS Foresight Bio-Advisory, LLC		[304,630	]⁽⁹⁾		[6.89	]%

(1)	Consists of (i) 60,003 shares of Common Stock, and (ii) options to purchase 114 shares of Common Stock that are currently exercisable. Excludes 61 unvested options to purchase shares of Common Stock that are not exercisable within 60 days.

(2)	Consists of (i) 15,224 shares of Common Stock, (ii) warrants to purchase 18 shares of Common Stock and (iii) options to purchase 1,913 shares of Common Stock that are currently exercisable. Excludes 2 unvested options to purchase shares of Common Stock that are not exercisable within 60 days and excludes pre-funded warrants to purchase up to 1,940,804 shares of Common Stock, acquired pursuant to the Sarborg Limited transaction, as such pre-funded warrants are not exercisable unless and until shareholder approval is received to permit the exercise of such pre-funded warrants.

(3)	Consists of shares of Common Stock, of which (i) 4,808 are held directly by Dr. Lewis-Hall, (ii) 166 were issued to Intelmed LLC, of which Dr. Lewis-Hall is the Managing Director, and (iii) 43 shares of Common Stock were received by Mr. Emerson Hall, Jr., Dr. Lewis-Hall’s spouse, and (iv) 1,913 are underlying options that are currently exercisable and are held directly by Dr. Lewis-Hall, (v) warrants to purchase 9 shares of Common Stock held directly by Dr. Lewis-Hall and (vi) warrants to purchase 33 shares of Common Stock held by Intelmed LLC. By virtue of this relationship with both Intelmed LLC and her spouse, Dr. Lewis-Hall may be deemed to share beneficial ownership of the securities held of record by Intelmed LLC and Mr. Emerson Hall, Jr. Dr. Lewis-Hall disclaims any such beneficial ownership except to the extent of her pecuniary interest therein. Excludes 2 unvested options to purchase shares of Common Stock that are not exercisable within 60 days. The business address of Intelmed LLC is 11421 Golden Eagle Court Naples, Florida 34120.

(4)	Consists of (i) 140,005 shares of Common Stock held directly by Dr. Regan, (ii) 227,304 shares of Common Stock held by Corvus Capital Limited (“Corvus”), but excludes pre-funded warrants to purchase up to 3,685,815 shares of Common Stock held directly by Corvus, the pre-funded warrants and 224,800 of the shares of Common Stock were acquired pursuant to the acquisition of Conduit Pharmaceuticals Limited and its liabilities in accordance with the Sale and Purchase Agreement, dated December 8, 2025 by and between the Company and Corvus, as such pre-funded warrants are not exercisable unless and until shareholder approval is received to permit the exercise of such pre-funded warrants, (iii) 14 shares of Common Stock held by Algo Holdings, Inc. (“Algo”), and (iv) 19,349 shares of Common Stock held by Manoira Corporation (“Manoira”). The pre-funded warrants are subject to a beneficial ownership limitation of 49.99%. Corvus is the owner of 99.0% of the equity interests of Manoira and Algo is a wholly owned subsidiary of Corvus, and, therefore, may also be deemed to beneficially own the shares of Common Stock held of record by Manoira and Algo. Dr. Regan is the sole director of Manoira and the Chief Executive Officer and sole shareholder of Corvus . By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held by Manoira, Algo and Corvus. Each of Corvus and Dr. Regan disclaims any such beneficial ownership except to the extent of its or his pecuniary interest therein. Pursuant to a participation and inducement agreement with Nirland Limited, 2,504 shares of Common Stock held by Corvus may, in certain circumstances, be subject to transfer to Nirland Limited and all such shares of Common Stock are subject to a pledge agreement with respect to such arrangement. The business address of Corvus is Floor 2, Willow House, Cricket Square PO Box 709 Grand Cayman KY1-1107, Cayman Islands.

(5)	Consists of 4,619 shares of Common Stock and options to purchase 1,886 shares of Common Stock that are currently exercisable. Excludes 24 options to purchase shares of Common Stock that are not exercisable within 60 days.

(6)	Reflects number of shares of Common Stock owned by the reporting person as reflected in a Schedule 13G filed with the SEC on February 18, 2026.

(7)	Based on the Company’s books and records reflecting: (i) 198,749 shares of Common Stock held directly by Prospect Capital Securities Limited (“PCSL”); and (ii) 80,907 shares of Common Stock held directly by Prospect Finance Limited (“PFL”). Mr. Taylor disclaims beneficial ownership of such shares of Common Stock held by PCSL and PFL except to the extent of his pecuniary interest. Excludes pre-funded warrants to purchase up to 36,551,817 shares of Common Stock held by PCSL and pre-funded warrants to purchase up to 14,879,501 shares of Common Stock held by PFL acquired pursuant to the Sarborg Limited transaction, as such pre-funded warrants are not exercisable unless and until shareholder approval is received to permit the exercise of such pre-funded warrants. The business address of each of Mark Taylor, PCSL, and PFL is Level 4, 16 Viaduct Harbour Avenue, Auckland, New Zealand.

(8)	Based on the Company’s books and records reflecting 450,094 shares of Common Stock issued pursuant to that certain Consulting Agreement, dated December 28, 2025, between the Company and Thesprogen, P.C. (“Thesprogen”), as amended by that Addendum No. 1, dated February 24, 2026. The business address of Thesprogen is 151 Praxitelous, GR-18535 Piraeus, Greece.

(9)	Based on the Company’s books and records reflecting 304,630 shares of Common Stock issued pursuant to that certain Consulting Agreement, dated December 29, 2025, between the Company and NJS Foresight Bio-Advisory, LLC (“NJS”), as amended by that certain Addendum No. 1, dated February 23, 2026. The business address of NJS is 8 Devonshire Ct, Greenville, Delaware 19807.

By Order of the Board of Directors,


Dr. Andrew Regan
Chief Executive Officer and Director
Naples, Florida
, 2026

(B) =	the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =	the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

	cdt equity INC.

	By:	/s/ James Bligh
	Name:	James Bligh
	Title:	Chief Financial Officer

Name:
		(Please Print)

Address:
		(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:_______________________________

Holder’s Address:________________________________

CDT EQUITY INC.			Address for Notices: 4581 Tamiami Trail North Suite 200 Naples, Florida 34103

By:			Email: ___________
Name:
Title:

	ASCENT PARTNERS FUND LLC, as Purchaser

	By:
	Name:
	Title:

	Address for Notices:

	19505 Biscayne Blvd., Suite 2350
	Aventura, FL 33180
	legal@ascentpartnersllc.com

Defined Term		Location of Definition
Adjusted Price		Section ‎1.1(c)(iii)
Adjustment Period		Section ‎1.1(c)(iii)
Adjustment Securities		Section ‎1.1(c)(iii)
Advance Notice		Section ‎1.1(d)
Affiliate		Disclosure Certificate (Schedule 1-A – Corporate Information)
AML/CTF Regulation		Disclosure Certificate (Schedule 11 – Sanctions and Compliance)
Attribution Parties		Section ‎1.1(g)
Average Purchase Price		Section ‎1.4(b)(iv)
Beneficial Ownership Limitation		Section ‎1.1(g)
Black Out Period		Section ‎1.1(f)(iii)
Buy-In		Section ‎1.1(f)(v)
Capital Lease		Disclosure Certificate (Schedule 5 – Indebtedness and Liens)
Capital Stock		Disclosure Certificate (Schedule 1-A – Corporate Information)
Change of Control		Section ‎1.4(b)(xvi)
Closing		Section ‎1.1(d)
Closing Bid Price		Section ‎1.1(c)(iii)
Closing Condition		Section ‎1.4(b)
Closing Date		Section ‎1.1(d)
Closing Date Securities		Section ‎1.1(c)
Closing List		Section ‎1.2(a)
Closing Sale Price		Section ‎1.1(c)(iii)
Closing Statement		Closing List
Common Stock		Disclosure Certificate (Schedule 1-A – Corporate Information)
Common Stock Equivalent		Disclosure Certificate (Schedule 1-A – Corporate Information)
Company Covered Person		Disclosure Certificate (Schedule 12 – Issuance of Transaction Securities)
Company Group Member		Disclosure Certificate (Lead-In)
Consent		Disclosure Certificate (Schedule 6 – Consents)
Contractual Obligation		Disclosure Certificate (Schedule 4 – Contractual Obligations and Regulations)
Copyrights		Disclosure Certificate (Schedule 2 – Intellectual Property)

Daily Traded Value		Section ‎1.1(c)(i)
Derivative		Disclosure Certificate (Schedule 5 – Indebtedness and Liens)
Disclosure Certificate		Closing List
Discontinuation Event		Section ‎1.1(f)(iii)
Dispute Submission Deadline		Section ‎5.6(b)
Disqualification Event		Disclosure Certificate (Schedule 12 – Issuance of Transaction Securities)
DTC		Section ‎4.3(a)
DWAC		Section ‎4.3(a)
DWAC Eligible		Section ‎4.3(a)
Equity Line of Credit		Section ‎3.2(b)
Effective Date		Section ‎1.1(a)
Effective Date Shares		Section ‎1.1(e)
Evaluation Date		Disclosure Certificate (Schedule 10 – Financial Statements)
Exchange Act		Disclosure Certificate (Schedule 12 – Issuance of Transaction Securities)
Exchange Cap		Section ‎1.4(b)(iv)
Exchange Transaction		Section ‎3.2(a)
Expanded Closing		Section ‎1.1(d)
Expanded Pricing Period		Section ‎1.1(d)
Expanded Closing Date		Section ‎1.1(d)
Expanded Purchase Price		Section ‎1.1(d)
Floor Price		Section ‎1.1(c)(ii)
Fundamental Transaction		Section ‎3.1(b)
GAAP		Disclosure Certificate (Schedule 10 – Financial Statements)
Guaranty Obligation		Disclosure Certificate (Schedule 5 – Indebtedness and Liens)
Governmental Authority		Disclosure Certificate (Schedule 3 – Permits)
Indebtedness		Disclosure Certificate (Schedule 5 – Indebtedness and Liens)
Intellectual Property		Disclosure Certificate (Schedule 2 – Intellectual Property)
Internet Domain Name		Disclosure Certificate (Schedule 2 – Intellectual Property)
IP Ancillary Rights		Disclosure Certificate (Schedule 2 – Intellectual Property)
IP License		Disclosure Certificate (Schedule 2 – Intellectual Property)
Legend Removal Date		Section ‎4.4(c)
Lien		Disclosure Certificate (Schedule 5 – Indebtedness and Liens)

Losses		Section ‎4.6(b)
Material Adverse Effect		Disclosure Certificate (Lead-In)
Maximum Aggregate Purchase Price		Section ‎1.4(b)(iv)
Maximum Rate		Section ‎5.13
Minimum Price		Section ‎1.4(b)(iv)
OFAC		Disclosure Certificate (Schedule 11 – Sanctions and Compliance)
Official Closing Price		Section ‎1.4(b)(v)
Patents		Disclosure Certificate (Schedule 2 – Intellectual Property)
Permit		Disclosure Certificate (Schedule 3 – Permits)
Pricing Percentage		Section ‎1.1(c)

Principal Trading Market		Disclosure Certificate (Schedule 12 – Issuance of Transaction Securities)
Proceeding		Disclosure Certificate (Schedule 7 - Proceedings)
Prospectus		Section ‎1.1(f)(iii)
Prospectus Supplement		Section ‎1.1(f)(iii)
Public Information Failure		Section ‎4.2(g)
Public Information Failure Payments		Section ‎4.2(g)
Purchase Price		Section ‎1.1(d)
Purchased Security		Section ‎1.1(c)
Purchaser Party		Section ‎4.6
Registration Rights Agreement		Closing List
Registration Statement		Section ‎1.1(f)(iii)
Regular Closing		Section ‎1.1(c)
Regular Closing Date		Section ‎1.1(c)
Regular Floor Price		Section ‎1.1(c)(ii)
Regular Purchase Price		Section ‎1.1(c)
Regulation		Disclosure Certificate (Schedule 4 – Contractual Obligations and Regulations)
Related Party		Disclosure Certificate (Schedule 1-A – Corporate Information)
Required Dispute Documentation		Section ‎5.6(b)
Required Filings		Disclosure Certificate (Schedule 6 – Consents)
Rule 144		Section ‎1.3(f)
Sale (or Sell)		Section ‎3.1(a)
Sanctioned Jurisdiction		Disclosure Certificate (Schedule 11 – Sanctions and Compliance)
Sanctioned Person		Disclosure Certificate (Schedule 11 – Sanctions and Compliance)
Sanctioned Laws		Disclosure Certificate (Schedule 11 – Sanctions and Compliance)
SEC		Section ‎1.3(f)
SEC Reports		Disclosure Certificate (Schedule 10 – Financial Statements OR Lead-In)
Securities Act		Recitals to this Agreement
Securities		Disclosure Certificate (Schedule 1-A – Corporate Information)
Short Sale		Section ‎2.2(f)
Software		Disclosure Certificate (Schedule 2 – Intellectual Property)
Standard Enforceability Exceptions		Disclosure Certificate (Schedule 6 – Consents)
Stock Equivalent		Disclosure Certificate (Schedule 1-A – Corporate Information)
Subsidiary		Disclosure Certificate (Schedule 1-A – Corporate Information)
Suspension Event		Section ‎1.1(f)(iii)
Tax		Section ‎4.6(b)
Third Party Exchange Transfer		Section ‎3.2(a)
Termination Date		Section ‎1.1(c)
Trademark		Disclosure Certificate (Schedule 2 – Intellectual Property)
Trade Secret		Disclosure Certificate (Schedule 2 – Intellectual Property)
Trading Market		Disclosure Certificate (Schedule 12 – Issuance of Transaction Securities)
Transaction Document		Closing List
Transaction Securities		Section ‎1.1(e)
Transfer Agent Instruction Letter		Closing List
Voting Stock		Disclosure Certificate (Schedule 1-A – Corporate Information)
VWAP		Section ‎1.1(c)(iii)

Proposed Closing Date:²		___________ __, 20__
Requested Number of Closing Date Shares:		__________________
Outstanding shares before the Closing Date:		___________________
Outstanding shares after the Closing Date:		___________________
Registered shares before the Closing Date:		___________________
Registered shares after the Closing Date:		___________________
Reserved shares before the Closing Date:		___________________
Reserved shares after the Closing Date:		___________________
Exchange Cap (if applicable) shares before the Closing Date:		___________________
Exchange Cap (if applicable) shares after the Closing Date:		___________________

Regular Closing Date (Start of Adjustment Period):		_____________ __, 20__
End of Regular Adjustment Period:		_____________ __, 20__
Adjusted Price:		$__________________
Regular Purchase Price per share:		$__________________
Total Shares to be delivered (after Adjustment Period):³		__________________
Shares already delivered (Closing Date Securities):		Less __________________
Shares to be delivered (Adjustment Securities):		= __________________

Expanded Closing Date (Start of Expanded Pricing Period):		_____________ __, 20__
End of Expanded Pricing Period:⁴		_____________ __, 20__
Expanded Purchase Price per share:⁵		$__________________
Number of Purchased Securities delivered on the Closing Date:		times __________________
Total Expanded Purchase Price:		__________________

	1.	The name of the Delaware Corporation is CDT Equity Inc. (If changed, the name under which it’s Certificate of Incorporation was originally filed: Murphy Canyon Acquisition Corp.)

	2.	The date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is October 19, 2021.

	3.	The jurisdiction to which the corporation shall convert is the Cayman Islands and the name under which the entity shall be known is CDT Equity Inc.

	4.	The conversion has been approved in accordance with Section 266 of the Delaware General Corporation Law.

	5.	The corporation agrees that it may be served with process in the State of Delaware in any action, suit or proceeding for enforcement of any obligation of the corporation arising while it was a corporation of the State of Delaware, as well as for enforcement of any obligation of such other entity arising from the conversion, including any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to Section 262 of Title 8, and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any such action, suit or proceeding.

	6.	The address to which a copy of the process shall be mailed by the Secretary of State is 89 Nexus Way, Camana Bay Grand Cayman KY1-9009, Cayman Islands.