--- title: "CDT Equity seeks votes on reverse splits up to 1-for-1,000" url: "https://aibio.space/news/cdt-equity-seeks-votes-reverse-splits-up-1-1-000-astor-note-shares/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-10-27" section: "Listings" tickers: "NASDAQ:CDT" source: "https://www.sec.gov/Archives/edgar/data/1896212/000149315226048693/formdef14a.htm" summary: "The November 12, 2026 meeting will vote on issuing stock under the Astor notes and warrants, and on reverse splits of up to 1-for-1,000. There were 9,322,8" --- By the aibio.space news desk. Sources - [CDT Equity (SEC Schedule 14A, definitive proxy)](https://www.sec.gov/Archives/edgar/data/1896212/000149315226048693/formdef14a.htm) - [CDT Equity Inc. 10-K (2026-04-15): business](https://www.sec.gov/Archives/edgar/data/1896212/000149315226016858/form10-k.htm) - [CDT Equity Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1896212/000149315226016858/) [CDT](https://aibio.space/companies/cdt-equity/) 2026-10-27 # CDT Equity seeks votes on reverse splits up to 1-for-1,000 and Astor note shares Tickers [CDT](https://aibio.space/companies/cdt-equity/) The November 12, 2026 meeting will vote on issuing stock under the Astor notes and warrants, and on reverse splits of up to 1-for-1,000. There were 9,322,805 shares outstanding on the October 23, 2026 record date. ## Key facts - **Company**: CDT Equity Inc. (NASDAQ: CDT) - **News type**: Listings - **Primary source**: [CDT Equity (SEC Schedule 14A, definitive proxy)](https://www.sec.gov/Archives/edgar/data/1896212/000149315226048693/formdef14a.htm) *The facade of a neoclassical court building at dusk. Photo: Carol M Highsmith, CC0, via rawpixel. The picture shows the field, not the companies named.* CDT Equity Inc. (Nasdaq: [CDT](https://aibio.space/companies/cdt-equity/)) filed a [definitive proxy statement](https://www.sec.gov/Archives/edgar/data/1896212/000149315226048693/formdef14a.htm) on October 27, 2026 for a virtual special meeting of stockholders on Thursday, November 12, 2026, at 10:00 a.m. Eastern Time. The meeting has three proposals, and the board recommends a vote in favor of each. Two of them pull the share count in opposite directions. ## Proposal 1: shares for the Astor notes The first proposal asks stockholders to approve issuing common stock under the senior secured convertible notes and common stock purchase warrants issued to J.J. Astor & Co., for purposes of Nasdaq Listing Rule 5635. The proxy says conversion of the notes and exercise of the warrants, in their entirety, "could result in the issuance of 20% or more" of the common stock outstanding as of June 11, 2026, the date the existing note was issued. Share issuances above 19.99% of outstanding shares require stockholder approval under Nasdaq rules. The proxy says the issuance "will have a dilutive effect on current stockholders." The proxy lists three Astor notes. The August 31, 2026 note had a principal amount of $541,620; the company received $401,200, with net proceeds of $375,002, and the note has been repaid. The September 14, 2026 note had a principal amount of $2,126,250; the company received $1,575,000, with net proceeds of $1,501,850, and it too has been repaid. Their warrants cover 9,480 shares at $42.25 and 138,740 shares at $6.25. The October note, for $6,750,000, is the one still outstanding. Its conversion price is the greater of 70% of the lowest closing price over the prior 20 trading days or a floor of $0.18354 a share, and the floor resets every six months. The lender may convert up to 4.99% of the outstanding stock, a cap it can raise to 9.99% or 19.99%. ## Proposal 2: reverse stock splits The second proposal would authorize an amendment to the charter allowing one or more reverse stock splits. Each split would be a whole-number ratio from 1-for-2 to 1-for-100, and all of them together could not exceed 1-for-1,000. The board would set the ratios in its discretion. The proxy says the company has already effected a number of reverse stock splits, and its share figures are adjusted to reflect them. The proxy also warns that the liquidity of the common stock "could be adversely affected by the reduced number of shares that would be outstanding after one or more Reverse Stock Splits." ## Proposal 3 and the record date The third proposal would let the meeting be adjourned or postponed to solicit more votes for the first two. The record date was the close of business on October 23, 2026. On that date there were 9,322,805 shares of common stock outstanding and entitled to vote, with one vote each and no cumulative voting. The proxy sets a separate vote requirement for each matter. ## The financial position behind the vote The company's own figures show a net loss of $39.2 million for 2025, against $17.8 million for 2024. Cash used in operations was $15.6 million in 2025, against $9.7 million in 2024. Cash and cash equivalents were $747,000 at June 30, 2026, according to the 10-Q. Research and development expense was $5.1 million in 2025. The 10-K, filed April 15, 2026, describes a strategy of seeking an exit through third-party license deals after successful in vitro and in vivo pre-clinical trials. It gives no timetable for those deals. It also says the Sarborg Limited collaboration is with a related party, because Dr. Andrew Regan, named there as chief executive officer, sits on Sarborg's board. The proxy gives no timetable for the Astor issuances or the split. Stockholder approval is one of the conditions for the second tranche, which must be met by December 31, 2026, and that tranche also depends on a closing bid price of at least $3.00. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story CDT CDT Equity Inc. 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Cite as: aibio.space, "CDT Equity seeks votes on reverse splits up to 1-for-1,000", 2026-10-27, https://aibio.space/news/cdt-equity-seeks-votes-reverse-splits-up-1-1-000-astor-note-shares/