CDT Conduit Pharmaceuticals Inc. - 8-K

Item
3.03 Material Modification to Rights of Security Holders.

To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Current
Report”) is incorporated herein by reference.

Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On
March 24, 2026, CDT Equity Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended and
Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate
a 1-for-25 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock,
par value $0.0001 per share (“Common Stock”). The Company’s stockholders previously approved future reverse stock splits
and granted the board of directors the authority to determine the exact split ratios and when to proceed with any such reverse stock
splits.

The
Reverse Stock Split will become effective on March 26, 2026, at 5:00 p.m., Eastern Time (the “Effective Time”) and the Common
Stock is expected to begin trading on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on March 27, 2026, at market
open under the existing ticker symbol, “CDT.” As of the Effective Time, every twenty-five shares of the Company’s
issued and outstanding Common Stock will be combined into one share of Common Stock.

The
par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock
Split Common Stock CUSIP number will be 20678X502.

No
fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive
a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to the fraction to which the stockholder
would otherwise be entitled multiplied by the closing price per share of the Common Stock (as adjusted for the Reverse Stock Split) on
the Nasdaq Capital Market on March 26, 2026.

The
foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report and is incorporated herein by reference.

Item
7.01. Regulation FD Disclosure.

On
March 25, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1
and incorporated by reference herein.

The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Securities Act
of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except as expressly set forth by
specific reference in such filing. The furnishing of this information will not be deemed an admission as to the materiality of any information
contained therein.

Forward-Looking
Statements

This
Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will,” “would,”
“expected,” or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock
Split and the impacts, if any, on the Company’s Common Stock. Forward-Looking statements are statements that are not historical
facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could
cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking
statements and such risks, uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly
disclaims any obligation or undertaking to update or revise and forward-looking statement contained herein, or to reflect any change
in our expectations with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based,
except to the extent otherwise required by applicable law.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.

Description

3.1

Certificate of Amendment filed with the Delaware Secretary of State on March 24, 2026

99.1

Press Release, dated March 25, 2026

104

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