Cdt Equity Inc

This proposal asks shareholders to authorize the issuance of up to 3,685,815 shares upon exercise of the December pre‑funded warrants issued in connection with the Company’s December 8, 2025 sale of Conduit Pharmaceuticals Limited to Corvus Capital Limited. Management seeks approval because Nasdaq Listing Rule 5635 requires stockholder approval where an issuance (or potential issuance) may result in the largest holder or group acquiring 20% or more of outstanding voting power or where issuance equals or exceeds 20% of outstanding shares measured against the lower of reference prices. The December pre‑funded warrants are not exercisable unless stockholder approval is obtained; nonetheless, because the full issuance would exceed the 19.99% threshold based on the outstanding share count at issuance, management formally requests approval to clear the Nasdaq rule‑based condition. The transaction context: CPL was sold, including related litigation liabilities, and consideration included 224,800 shares of Common Stock plus the December pre‑funded warrants (total settlement $7.0 million), with Corvus being a related party (a subsidiary of the CEO). The company discloses a holder‑level beneficial‑ownership cap in the warrant terms (49.99%) restricting exercise if it would result in >49.99% ownership. The principal economic effect for public shareholders is dilution, potential negative impact on book value and EPS, and potential change in control dynamics if warrants are exercised. From a governance perspective, approval provides the company and Nasdaq with the rule‑based clearance necessary for the holder to exercise, but it does not eliminate dilution or market perception risk; shareholders should weigh the corporate rationale for the CPL sale and the related liability transfer against the material dilutive potential. The Board’s recommendation to vote “FOR” reflects its view that completing the underlying transaction and obtaining the required Nasdaq clearance is in the company’s strategic and operational interest, given the settlement structure and the need to resolve the CPL matter.

This proposal asks shareholders to pre‑approve issuances of Common Stock that the company may sell to Ascent Partners Fund LLC under the ELOC Purchase Agreement dated January 16, 2026, so that the company will be permitted to issue shares in amounts or at prices that Nasdaq Listing Rule 5635 would otherwise require shareholder approval to effect. The ELOC provides the company discretion to direct sales to Ascent up to the lesser of $25 million and 19.99% of outstanding shares, though the Agreement contemplates mechanisms (including pricing at a discount to VWAP and floor price adjustments) that may increase the potential share count; the company disclosed that the parties agreed to reduce the floor price from $1.35 to $0.60 on March 3, 2026, which, absent the beneficial ownership limitation, could imply issuance of roughly 41.6 million shares at that floor. Management frames the financing as critical to capital needs and business execution and indicates that, absent shareholder approval, the company would be limited to issuing no more than 19.99% to Ascent and might need to seek alternative financing on potentially less favorable terms or face operational constraints. The principal downside for existing holders is dilution and downward pressure on the trading price; the company provides scenario analysis (including an illustrative 80% ownership figure if maximum shares were issued at a particular price) to highlight the magnitude of potential dilution. Governance considerations include the discretion management retains over timing/amounts and the embedded beneficial‑ownership limits in the agreement; approval does not obligate the company to sell shares but permits flexibility to access the committed capital under the ELOC. The Board’s recommendation to vote “FOR” reflects its assessment that the availability of a committed equity facility enhances the company’s ability to fund operations and execute strategy, and that Nasdaq approval is necessary for the ELOC to function as intended.

This proposal requests shareholder approval for the issuance of up to 109,978,918 shares upon exercise of pre‑funded warrants issued on February 19, 2026 as part of the company’s acquisition of approximately 20% of Sarborg Limited’s outstanding stock. The transaction consideration included 598,006 shares of the Company, pre‑funded warrants enabling purchase of up to 109,978,918 Common Shares at a nominal exercise price ($0.0001 subject to adjustment), and deferred cash consideration of $8 million contingent on future capital raises. Management is seeking approval to satisfy Nasdaq Listing Rule 5635, because the potential issuance exceeds the 19.99% threshold and would therefore require shareholder approval to clear Nasdaq rule constraints on issuance to a non‑public offering counterparty. The company discloses that the February pre‑funded warrants are not exercisable prior to stockholder approval and that exercise would be limited by beneficial‑ownership caps (49.99%) in the warrant terms. Key investor considerations include the high nominal exercise price but substantial dilutive impact if warrants are exercised (the company warns the dilution could be material), the strategic rationale of the Sarborg acquisition and deferred cash payment structure, and the governance and related‑party exposure of large warrant issuances. The Board’s “FOR” recommendation reflects its judgment that authorizing the possible issuance is necessary to implement the underlying strategic acquisition and to provide the Nasdaq‑required clearance that would allow the warrant holders to exercise if appropriate in the future.

This proposal asks shareholders to approve charter amendments that would authorize the Board to implement one or more reverse stock splits within a flexible range (whole‑number ratios between 1‑for‑2 and 1‑for‑100, and in the aggregate not more than 1‑for‑250) and to abandon any planned amendment if the Board determines it is not in the company’s best interest. Management frames the proposal primarily as a Nasdaq‑compliance and market‑access tool: a reverse split may help raise the per‑share market price, avoid delisting if the company’s price were to fall below Nasdaq’s minimum bid requirement, make the stock more attractive to brokers and funds that avoid low‑priced securities, and potentially reduce transactional and administrative costs. The company discloses the risks and uncertainties: a reverse split may not achieve or sustain the targeted price level, could reduce liquidity, and could make percentage price moves more volatile; the Board explicitly reserves discretion on timing and ratio selection to respond to market conditions. From an investor perspective the key tradeoff is potential short‑term boost in per‑share price and continued listing versus immediate reduction in outstanding share count and the risk that market forces still drive the post‑split price below targets or reduce liquidity. The Board recommends approval to retain optionality and tactical flexibility to preserve Nasdaq listing and financing options, while promising disclosure prior to any implementation and treating fractional shares in cash as described in the proxy.

This proposal seeks shareholder approval to amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 250,000,000 to 500,000,000. Management explains the practical rationale: given the current outstanding shares, reserved shares for existing warrants, pre‑funded warrants, options, the ELOC commitments and other issuances, the company may lack sufficient authorized but unissued shares to support near‑term capital raises, equity compensation, acquisitions and strategic opportunities without a charter amendment. The Board emphasizes flexibility as the primary objective and states it does not propose the increase to entrench management; nonetheless, investors should recognize that a larger authorized pool increases the potential for future dilution and could be used for defensive or anti‑takeover purposes in future scenarios. The Board reserves discretion over whether and when to file the certificate of amendment if approved, subject to its fiduciary duties, and may abandon the increase prior to filing. For current shareholders the main tradeoff is the preservation of optionality for the company to raise capital quickly versus the dilution risk from future issuances; the Board highlights the operational necessity given current reserved share counts (including >100 million shares reserved for outstanding warrants and ELOC commitments). The Board recommends a “FOR” vote on the basis that responsibly increasing authorized shares is prudent capitalization planning to support the company’s business plan.

This proposal seeks shareholder approval to redomesticate the company from Delaware to the Cayman Islands by conversion under Delaware law and continuation under Cayman law and to adopt the proposed Cayman memorandum and articles (the Cayman Articles). Management’s stated reasons include elimination of the annual Delaware franchise tax (cost savings), potential reduction in certain types of stockholder inspection and litigation risks, broader flexibility in charter matters under Cayman law, and potential attractiveness for corporate transactions or management recruitment due to indemnification/exculpation structures available under Cayman practice. The proxy discloses important investor protections and differences: the Cayman law regime differs from Delaware on appraisal rights, inspection rights, removal of directors, statutory takeover protections (no Section 203 equivalent), and potential differences in remedies and enforcement of U.S. securities law judgments; the company plans to remain treated as a U.S. corporation for U.S. federal income tax purposes. The Board asserts that the redomestication is not in response to any takeover attempt and that no non‑ratable benefits to directors were identified, but it acknowledges potential arguments that directors or officers may derive greater limitation of liability prospectively. The conversion is conditional on procedural filings, may be delayed or abandoned by the Board prior to effectiveness, and will not change the business operations, management, obligations, assets or liabilities other than conversion costs. From an investor perspective, the core tradeoffs are potential cost‑savings and governance flexibility versus changes in shareholder statutory protections and the potential complexity of cross‑jurisdictional enforcement; the Board recommends approval to capture the stated benefits while maintaining ongoing SEC reporting and Nasdaq listing.

This procedural proposal asks shareholders to grant the Board authority to adjourn or postpone the Special Meeting to solicit additional proxies if one or more of Proposals 1–6 lacks sufficient votes at the scheduled meeting. From a governance perspective the proposal is routine: it simply facilitates continued solicitation and avoids the need to schedule a separate reconvened meeting if quorum or vote thresholds are not reached. The Board notes it does not currently intend to propose an adjournment if sufficient votes are received but seeks the flexibility to adjourn in order to continue outreach to stockholders. The practical consequence for shareholders is procedural: approval enables efficient governance by allowing the company more time to secure approvals required under Nasdaq rules and the charter rather than terminating the opportunity to secure necessary votes. The primary investor consideration is that adjournments can postpone definitive outcomes and may reflect uncertainty about vote outcomes, but they typically protect stockholder value by avoiding rushed or unsuccessful votes that could leave transactions in limbo. Given the conditional nature of Proposals 1–6 on shareholder approvals, the Board recommends a “FOR” vote to preserve options for completion of the company’s strategic actions if additional solicitation is necessary.