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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Murphy Canyon Acquisition Corp - Class A
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| May 28, 2026 |
CDT Equity Inc. Announces Receipt of Nasdaq Deficiency Letter Exhibit 99.1 CDT Equity Inc. Announces Receipt of Nasdaq Deficiency Letter NAPLES, Fla. and CAMBRIDGE, United Kingdom, May 28, 2026 (GLOBE NEWSWIRE) — CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”), today announced that the Company received a written notice (“Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on May 21, 2026 indicating that |
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| May 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2026 CDT Equity Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2026 CDT Equity Inc. |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41245 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10- |
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| May 15, 2026 |
19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] Exhibit 10.1 19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] To: CDT Equity Inc. 4851 Tamiami Trail North, Suite 200 Naples, Florida 34103 Attention: Andrew Regan CEO May 15, 2026 Re: Amendment No. 2 Dear Mr. Regan: Reference is made to the Directed Stock Purchase Agreement, dated as of January 16, 2026 (as modified to the date hereof, the “Purchase Agreement”) |
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| May 15, 2026 |
19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] Exhibit 10.2 19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] To: CDT Equity Inc. 4851 Tamiami Trail North, Suite 200 Naples, Florida 34103 Attention: Andrew Regan CEO May 15, 2026 Re: Amendment No. 1 Dear Mr. Regan: Reference is made to the Senior Secured Convertible Note, dated as of March 3, 2026 (as modified to the date hereof, the “Note”), by and among CDT |
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| May 1, 2026 |
5,348,058 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) File No. 333-295226 5,348,058 Shares of Common Stock The shares of common stock, par value $0.0001 per share (the “Common Stock”) of CDT Equity Inc. (the “Company”) registered for resale pursuant to this prospectus consist of (i) up to 925,925 shares of Common Stock (the “ELOC Shares”) issuable pursuant to an amendment entered into on March 3, 2026 (the |
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| April 30, 2026 |
CDT Equity Inc. 4851 Tamiami Trail North, Suite 200 Naples, Florida 34103 (646) 491-9132 April 30, 2026 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: CDT Equity Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-295226) (the “Registration Statement”) Ladies and Gentlemen: Pursuant to Rul |
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| April 29, 2026 |
April 29, 2026 Andrew Regan Chief Executive Officer CDT Equity Inc. 4851 Tamiami Trail North, Suite 200 Naples, FL 34103 Re: CDT Equity Inc. Registration Statement on Form S-3 Filed April 22, 2026 File No. 333-295226 Dear Andrew Regan: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accelerati |
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| April 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2026 CDT Equity Inc. |
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| April 22, 2026 |
Calculation of Filing Fee Tables S-3 CDT Equity Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Eff |
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| April 22, 2026 |
As filed with the Securities and Exchange Commission on April 22, 2026 As filed with the Securities and Exchange Commission on April 22, 2026 Registration No. |
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| April 15, 2026 |
Conduit Pharmaceuticals Inc. INSIDER TRADING AND SECURITIES LAW COMPLIANCE POLICY Exhibit 19.1 Conduit Pharmaceuticals Inc. INSIDER TRADING AND SECURITIES LAW COMPLIANCE POLICY 1. Background The Board of Directors of Conduit Pharmaceuticals Inc. (the “Company”) has adopted this Insider Trading and Securities Law Compliance Policy relating to transactions in Company securities as well as the securities of publicly-traded companies with whom the Company engages in transactions or |
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| April 15, 2026 |
Exhibit 4.1 DESCRIPTION OF OUR SECURITIES The following is a description of our securities of as set forth in certain provisions of our Second Amended and Restated Certificate of Incorporation (the “Charter”), our Amended and Restated Bylaws (the “Bylaws”), and the applicable provisions of the Delaware General Corporation Law. This information is qualified entirely by reference to the applicable p |
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| April 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| April 2, 2026 |
Up to $76,077,218 of Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration File No. 333-282802 AMENDMENT NO. 6 DATED April 2, 2026 to Prospectus Supplement dated November 1, 2024 (to Prospectus dated November 1, 2024) Up to $76,077,218 of Shares of Common Stock This Amendment No. 6 (this “Amendment”) to the Prior Prospectus (as defined below) amends and supplements the information in the prospectus, dated November 1, 2024 (th |
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| April 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41245 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form |
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| March 25, 2026 |
CERTIFICATE OF AMENDMENT SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CDT EQUITY INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CDT EQUITY INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) CDT Equity Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. That Section 4.1 |
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| March 25, 2026 |
CDT Equity Inc. Announces Reverse Stock Split Exhibit 99.1 CDT Equity Inc. Announces Reverse Stock Split NAPLES, Fla. and CAMBRIDGE, United Kingdom, March 25, 2026 (GLOBE NEWSWIRE) — CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”), announces that its board of directors has approved a 1-for-25 reverse stock split of the Company’s common stock. The Company’s stockholders approved future reverse stock splits, their timing, and granted the |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2026 CDT Equity Inc. |
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| March 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2026 CDT Equity Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 9, 2026 |
Exhibit 10.4 GUARANTY This Guaranty (this “Guaranty”), dated as of March 3, 2026, by CDT Equity Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) and each of the other entities listed on the signature pages hereof as guarantor or that becomes a party hereto as such pursuant to Section 4 of Article II (together with their successors and, if permit |
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| March 9, 2026 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2026, by and between CDT Equity Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and Ascent Partners Fund LLC, a Delaware limited liability company (together with its successors and assigns, including any other holder of Purc |
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| March 9, 2026 |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 3, 2026 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND |
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| March 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2026 CDT Equity Inc. |
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| March 9, 2026 |
19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] Exhibit 10.1 19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] To: CDT Equity Inc. 4581 Tamiami Trail North Suite 200 Naples, FL 34103 Attention: Andrew Regan March , 2026 Re: Amendment No. 1 Dear Mr. Regan: Reference is made to the Directed Stock Purchase Agreement, dated as of January 16, 2026 (as modified to the date hereof, the “Purchase Agreement”), by and b |
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| March 9, 2026 |
Exhibit 10.3 SECURITIES AGREEMENT This Security Agreement (this “Agreement”), dated as of March 3, 2026, is entered into by and among CDT Equity Inc., a Delaware corporation (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.5 (together with the Company, the “Grantors”) in favor of Ascent Partners Fund LLC, a Del |
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| March 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 24, 2026 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of February 19, 2026 (this “Agreement”), is entered into by and among CDT Equity Inc., a Delaware corporation (the “Company”), and the investor identified on the signature page hereto (each, including such investor’s successors and assigns, an “Investor”). RECITALS WHEREAS, the Board of Directors (the “Board”) |
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| February 24, 2026 |
ADDENDUM #1 TO CONSULTING AGREEMENT Exhibit 10.3 ADDENDUM #1 TO CONSULTING AGREEMENT This Addendum #1 (the “Addendum”) is entered into as of February 24, 2026 (the “Addendum Effective Date”), by and between CDT Equity Inc., a Delaware corporation (the “Company”), and Thesprogen, PC, (the “Consultant”). This Addendum amends that certain Consulting Agreement entered into by the Parties effective as of December 28, 2025 (the “Agreement |
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| February 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2026 CDT Equity Inc. |
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| February 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 24, 2026 |
ADDENDUM #1 TO CONSULTING AGREEMENT Exhibit 10.2 ADDENDUM #1 TO CONSULTING AGREEMENT This Addendum #1 (the “Addendum”) is entered into as of February 23, 2026 (the “Addendum Effective Date”), by and between CDT Equity Inc., a Delaware corporation (the “Company”), and NJS Foresight Bio-Advisory, LLC (the “Consultant”). This Addendum amends that certain Consulting Agreement entered into by the Parties effective as of December 29, 2025 |
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| February 24, 2026 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CDT Equity INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 10, 2026 |
22,846,452 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) File No. 333-293062 22,846,452 Shares of Common Stock The shares of Common Stock registered for resale pursuant to this prospectus (the “Shares”) consist of (i) 108,392 Shares issued pursuant to the consulting agreement (the “Thesprogen Agreement”) entered into on December 28, 2025 by and between the Company and Thesprogen, PC (“Thesprogen”); (ii) 104,89 |
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| January 30, 2026 |
As filed with the Securities and Exchange Commission on January 30, 2026 As filed with the Securities and Exchange Commission on January 30, 2026 Registration No. |
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| January 30, 2026 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CDT Equity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par |
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| January 30, 2026 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CDT Equity Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule (2) Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value |
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| January 30, 2026 |
As filed with the Securities and Exchange Commission on January 29, 2026 As filed with the Securities and Exchange Commission on January 29, 2026 Registration No. |
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| January 22, 2026 |
DIRECTED STOCK PURCHASE AGREEMENT Exhibit 10.1 DIRECTED STOCK PURCHASE AGREEMENT This Directed Stock Purchase Agreement (this “Agreement”) is dated as of January 16, 2026, by and between CDT Equity Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and Ascent Partners Fund LLC, a Delaware limited liability company (together with its successors and assigns, including any other hol |
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| January 22, 2026 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of January 16, 2026, is entered into by and among CDT Equity Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and the holder identified on the signature pages hereto (together with its successors and, if permitted, assigns, and together wi |
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| January 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2026 CDT Equity Inc. |
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| January 2, 2026 |
Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made and entered into as of December 28, 2025 (“Effective Date”) by and between CDT Equity Inc. a Delaware corporation with principal offices located at 4851 Tamiami Trail North, Suite 200, Naples, FL, 34103 (“Company”), and Thesprogen, PC, having an address at 151 Praxitelous, GR-18535 Piraeus, Greece (“Thesprogen”). In |
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| January 2, 2026 |
CDT Engages NJS Foresight Bio-Advisory to Support Solid-Form Out-Licensing Strategy Exhibit 99.1 CDT Engages NJS Foresight Bio-Advisory to Support Solid-Form Out-Licensing Strategy - Engagement reinforces CDT’s strategy to unlock value from its solid-form asset portfolio NAPLES, Fla. and CAMBRIDGE, United Kingdom, January 2, 2026 (GLOBE NEWSWIRE) – CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”), today announced that it has engaged NJS Foresight Bio-Advisory, LLC to identi |
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| January 2, 2026 |
Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made and entered into as of December 29, 2025 (“Effective Date”) by and between CDT Equity Inc. a Delaware corporation with principal offices located at 4851 Tamiami Trail North, Suite 200, Naples, FL, 34103 (“Company”), and NJS Foresight Bio-Advisory, LLC, having an address at 8 Devonshire Ct, Greenville, DE, 19807 (“Con |
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| January 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2025 CDT Equity Inc. |
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| December 12, 2025 |
Exhibit 10.1 Sale and Purchase Agreement This Sale and Purchase Agreement (the “Agreement”) is entered into as of December 8, 2025 by Corvus Capital Limited, a Cayman Company (the “Acquirer”), and CDT Equity Inc., a Delaware Corporation (“CDT,” and together with the Acquirer, the “Parties,” and each a “Party”). WHEREAS, CDT is the record and beneficial owner of 1 ordinary share in Conduit Pharmace |
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| December 12, 2025 |
As filed with the Securities and Exchange Commission on December 12, 2025 As filed with the Securities and Exchange Commission on December 12, 2025 Registration No. |
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| December 12, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CDT Equity INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2025 CDT Equity Inc. |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41245 CDT EQ |
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| October 9, 2025 |
CERTIFICATE OF AMENDMENT SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CDT EQUITY INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CDT EQUITY INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) CDT Equity Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. That Section 4.1 |
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| October 9, 2025 |
CDT Equity Inc. Announces Reverse Stock Split Exhibit 99.1 CDT Equity Inc. Announces Reverse Stock Split NAPLES, Fla. and CAMBRIDGE, United Kingdom, Oct. 9, 2025 (GLOBE NEWSWIRE) – CDT Equity Inc. (Nasdaq: CDT) (“CDT” or the “Company”), announces that its board of directors has approved a 1-for-8 reverse stock split of the Company’s common stock. The Company’s stockholders approved future reverse stock splits, their timing, and granted the bo |
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| October 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2025 CDT Equity Inc. |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41245 CDT EQUITY |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 CDT Equity Inc. |
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| August 12, 2025 |
CDT EQUITY INC. 255,285 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) File No. 333-289125 PROSPECTUS CDT EQUITY INC. 255,285 Shares of Common Stock This prospectus relates to the offer and resale of up to an aggregate of 255,285 shares of common stock, par value $0.0001 per share (the “Common Stock”) of CDT Equity Inc. (the “Company,” “we,” “our” or “us”), held by the selling stockholders listed in this prospectus or its permitted tr |
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| August 11, 2025 |
As filed with the Securities and Exchange Commission on August 11, 2025 As filed with the Securities and Exchange Commission on August 11, 2025 Registration No. |
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| August 11, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CDT Equity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par |
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| August 8, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONDUIT PHARMACEUTICALS INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Conduit Pharmaceuticals Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as fo |
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| August 8, 2025 |
Amended and Restated 2023 Stock Incentive Plan Exhibit 10.1 CDT EQUITY INC. AMENDED AND RESTATED 2023 STOCK INCENTIVE PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. The Plan is hereby amended and restated in its entirety, as set fort |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 CDT Equity Inc. |
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| August 8, 2025 |
Conduit to Change Name to CDT Equity Inc. Exhibit 99.1 Conduit to Change Name to CDT Equity Inc. ● Name change to CDT Equity Inc. reflects evolution of strategy and focus on identifying, enhancing, and advancing high-potential therapeutic assets through scientific innovation, strategic partnerships and out-licensing NAPLES, Fla. and CAMBRIDGE, United Kingdom, Aug. 05, 2025 (GLOBE NEWSWIRE) — Conduit Pharmaceuticals Inc. (Nasdaq: CDT) (“Co |
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| August 8, 2025 |
Second Amended and Restated Bylaws of the Company (effective August 5, 2025) Exhibit 3.2 SECOND AMENDED AND RESTATED BY LAWS OF CDT EQUITY INC. (THE “CORPORATION”) These Second Amended and Restated Bylaws of CDT Equity Inc. a Delaware corporation (the “Corporation”), are effective as of August 5, 2025, and hereby amend and restate the Amended and Restated Bylaws of the Corporation in its entirety: ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of t |
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| August 5, 2025 |
August 5, 2025 Andrew Regan Chief Executive Officer Conduit Pharmaceuticals Inc. 4581 Tamiami Trail North, Suite 200 Naples, Florida 34103 Re: Conduit Pharmaceuticals Inc. Registration Statement on Form S-3 Filed July 31, 2025 File No. 333-289125 Dear Andrew Regan: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 reg |
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| August 5, 2025 |
Conduit Pharmaceuticals Inc. 4581 Tamiami Trail North, Suite 200 Naples, Florida 34103 (648) 491-9132 August 5, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Conduit Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-289125) (the “Registration Statement”) Ladies and |
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| July 31, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Conduit Pharmaceuticals Inc. |
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| July 31, 2025 |
As filed with the Securities and Exchange Commission on July 31, 2025 As filed with the Securities and Exchange Commission on July 31, 2025 Registration No. |
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| July 31, 2025 |
Consulting Agreement, dated June 27, 2025, by and between the Company and Harold Eytan. Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made and entered into as of June 27, 2025 (“Effective Date”) by and between Conduit Pharmaceuticals, Inc. a Delaware corporation with principal offices located at 4851 Tamiami Trail North, Suite 200, Naples, FL 34103(“Company”), and Harold Eytan, having an address at 8c Chemin du Coq Dinde, 1223 Cologny, Geneva, CH (“Cons |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| June 9, 2025 |
Exhibit 99.1 Conduit Pharmaceuticals Enters Joint Development Agreement with Manoira to Advance AZD1656 and AZD5658 in Animal Health ● Collaboration leverages cutting-edge reformulation expertise to generate cross-species insights, fast-track human clinical programs, and seeks to capture commercial potential in the $15 billion animal health market ● Evaluation of AZD5658 expands Conduit’s glucokin |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2025 Conduit Pharmaceuticals Inc. |
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| June 9, 2025 |
Joint Development Agreement, dated June 3, 2025 Exhibit 10.1 Joint Development Agreement This Joint Development Agreement, dated as of June 3, 2025 (this “Agreement”), is entered into by and between Conduit Pharmaceuticals Inc., a Delaware corporation having an address at 4581 Tamiami Trail North, Suite 200, Naples, Florida 34103 (“Conduit”) and Manoira Corporation, a Delaware Corporation having an address at c/o Corporation Service Company, 25 |
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| June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2025 Conduit Pharmaceuticals Inc. |
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| May 16, 2025 |
Conduit Pharmaceuticals Inc. Announces Reverse Stock Split Exhibit 99.1 Conduit Pharmaceuticals Inc. Announces Reverse Stock Split NAPLES, Fla. and CAMBRIDGE, United Kingdom, May 16, 2025 (GLOBE NEWSWIRE) – Conduit Pharmaceuticals Inc. (Nasdaq: CDT) (“Conduit” or the “Company”), a dynamic, multi-asset clinical stage, life science company delivering an efficient model for compound development, announces that its board of directors has approved a 1-for-15 r |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Conduit Pharmaceuticals Inc. |
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| May 16, 2025 |
Certificate of Amendment filed with the Delaware Secretary of State on May 15, 2025 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONDUIT PHARMACEUTICALS INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Conduit Pharmaceuticals Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as fo |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41245 CONDUIT PH |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Commissio |
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| April 28, 2025 |
April 28, 2025 Andrew Regan Chief Executive Officer Conduit Pharmaceuticals Inc. 4581 Tamiami Trail North, Suite 200 Naples, Florida 34103 Re: Conduit Pharmaceuticals Inc. Registration Statement on Form S-3 Filed April 22, 2025 File No. 333-286684 Dear Andrew Regan: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 re |
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| April 28, 2025 |
Conduit Pharmaceuticals Inc. 4581 Tamiami Trail North, Suite 200 Naples, Florida 34103 (648) 491-9132 April 28, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Conduit Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-286684) (the “Registration Statement”) Ladies and |
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| April 25, 2025 |
Letter from Marcum LLP to the Securities and Exchange Commission dated April 24, 2025 Exhibit 16.1 April 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Conduit Pharmaceuticals Inc. under Item 4.01 of its Form 8-K dated April 24, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Conduit Pharmaceuticals I |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 Conduit Pharmaceuticals Inc. |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 22, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Conduit Pharmaceuticals Inc. |
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| April 22, 2025 |
As filed with the Securities and Exchange Commission on April 22, 2025 As filed with the Securities and Exchange Commission on April 22, 2025 Registration No. |
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| April 22, 2025 |
Consulting Agreement, dated March 25, 2025, by and between the Company and Thesprogen, PC. Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made and entered into as of March 25, 2025 (“Effective Date”) by and between Conduit Pharmaceuticals, Inc. a Delaware corporation with principal offices located at 4851 Tamiami Trail North, Suite 200, Naples, FL, 34103 (“Company”), and Thesprogen, PC, having an address at 151 Praxitelous, GR-18535 Piraeus, Greece (“Thespr |
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| April 16, 2025 |
Additional Agreement, dated March 31, 2025, between Sarborg Limited and Conduit Pharmaceuticals Inc. Exhibit 10.1 ADDITIONAL AGREEMENT This Variation Agreement (the “Agreement”) is entered into as of 31 March 2025 (“Effective Date”) by and between SARBORG Limited, a Cayman Islands company, with its principal place of business at Willow House, Cricket Square, Grand Cayman, Cayman Islands, KY1-1107 (“Sarborg”), and Conduit Pharmaceuticals Inc., a Delaware corporation, with its principal place of bu |
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| April 16, 2025 |
Conduit Pharmaceuticals Announces Leadership Changes Exhibit 99.1 Conduit Pharmaceuticals Announces Leadership Changes NAPLES, Fla. and CAMBRIDGE, United Kingdom, April 16, 2025 (GLOBE NEWSWIRE) — Conduit Pharmaceuticals Inc. (Nasdaq: CDT) (“Conduit Pharmaceuticals” or “Conduit” or the “Company”) today announced key leadership changes to support the company’s next phase of growth and execution. Dr. Andrew Regan, the founder and initial financial bac |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2025 Conduit Pharmaceuticals Inc. |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 4, 2025 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Conduit Pharmaceuticals Inc. |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Conduit Pharmaceuticals Inc. |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Conduit Pharmaceuticals Inc. |
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| March 28, 2025 |
Description of Registered Securities Exhibit 4.1 DESCRIPTION OF OUR SECURITIES The following is a description of our securities of as set forth in certain provisions of our Second Amended and Restated Certificate of Incorporation (the “Charter”), our Amended and Restated Bylaws (the “Bylaws”), and the applicable provisions of the Delaware General Corporation Law. This information is qualified entirely by reference to the applicable p |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| March 28, 2025 |
Conduit Pharmaceuticals, Inc. Insider Trading Policy Exhibit 19.1 Conduit Pharmaceuticals Inc. INSIDER TRADING AND SECURITIES LAW COMPLIANCE POLICY 1. Background The Board of Directors of Conduit Pharmaceuticals Inc. (the “Company”) has adopted this Insider Trading and Securities Law Compliance Policy relating to transactions in Company securities as well as the securities of publicly-traded companies with whom the Company engages in transactions or |
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| March 10, 2025 |
Up to $23,922,782 of Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration File No. 333-282802 AMENDMENT NO. 5 DATED MARCH 10, 2025 to Prospectus Supplement dated November 1, 2024 (to Prospectus dated November 1, 2024) Up to $23,922,782 of Shares of Common Stock This Amendment No. 5 (the “Amendment”) to the Prospectus Supplements amends and supplements the information in the prospectus, dated November 1, 2024 (the “Prospectus |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 Conduit Pharmaceuticals Inc. |
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| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 Conduit Pharmaceuticals Inc. |
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| February 19, 2025 |
Up to $17,816,270 of Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration File No. 333-282802 AMENDMENT NO. 4 DATED FEBRUARY 19, 2025 to Prospectus Supplement dated November 1, 2024 (to Prospectus dated November 1, 2024) Up to $17,816,270 of Shares of Common Stock This Amendment No. 4 (the “Amendment”) to the Prospectus Supplements amends and supplements the information in the prospectus, dated November 1, 2024 (the “Prospec |
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| February 14, 2025 |
Filed Pursuant to Rule 424(b)(3) File No. 333-284714 PROSPECTUS 5,800,000 Shares of Common Stock Underlying the Convertible Note 28,625 Shares of Common Stock Underlying A.G.P. Warrants 22,727 Shares of Common Stock issued pursuant to the Sarborg Services Agreement 47,353 Shares of Common Stock issued pursuant to the Miscellaneous Issuances This prospectus relates to the offer and resale of up to |
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| February 11, 2025 |
February 11, 2025 David Tapolczay, Ph.D. Chief Executive Officer Conduit Pharmaceuticals Inc. 4581 Tamiami Trail North, Suite 200 Naples, Florida 34103 Re: Conduit Pharmaceuticals Inc. Registration Statement on Form S-3 Filed February 5, 2025 File No. 333-284714 Dear David Tapolczay Ph.D.: This is to advise you that we have not reviewed and will not review your registration statement. Please refer |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2025 Conduit Pharmaceuticals Inc. |
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| February 11, 2025 |
Conduit Pharmaceuticals Inc. 4581 Tamiami Trail North, Suite 200 Naples, Florida 34103 (648) 491-9132 February 11, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Conduit Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-284714) (the “Registration Statement”) Ladies a |
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| February 10, 2025 |
Up to $13,450,017 of Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration File No. 333-282802 AMENDMENT NO. 3 DATED FEBRUARY 10, 2025 to Prospectus Supplement dated November 1, 2024 (to Prospectus dated November 1, 2024) Up to $13,450,017 of Shares of Common Stock This Amendment No. 3 (the “Amendment”) to the Prospectus Supplements amends and supplements the information in the prospectus, dated November 1, 2024 (the “Prospec |
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| February 6, 2025 |
As filed with the Securities and Exchange Commission on February 6, 2025 As filed with the Securities and Exchange Commission on February 6, 2025 Registration No. |
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| February 6, 2025 |
Up to $8,183,156 of Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration File No. 333-282802 AMENDMENT NO. 2 DATED FEBRUARY 6, 2025 to Prospectus Supplement dated November 1, 2024 (to Prospectus dated November 1, 2024) Up to $8,183,156 of Shares of Common Stock This Amendment No. 2 (the “Amendment”) to the Prospectus Supplements amends and supplements the information in the prospectus, dated November 1, 2024 (the “Prospectu |
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| February 6, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Conduit Pharmaceuticals Inc. |
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| February 5, 2025 |
Exhibit 10.4 CONDUIT PHARMACEUTICALS INC. (Nasdaq: CDT) Anthony Reeves 142 Upper Richmond Road West, London, SW14 8DS United Kingdom RE: VARIATION AGREEMENT FOR £85,000 LOAN This Variation Agreement is dated October 9, 2024 (the “Variation Agreement”). WHEREAS, Conduit Pharmaceuticals Limited of Company Number: OC-346289, c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY |
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| February 5, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Conduit Pharmaceuticals Inc. |
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| February 5, 2025 |
As filed with the Securities and Exchange Commission on February 5, 2025 As filed with the Securities and Exchange Commission on February 5, 2025 Registration No. |
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| February 5, 2025 |
Exhibit 10.5 CONDUIT PHARMACEUTICALS INC. (Nasdaq: CDT) Jerry Bereika PO BOX 740 Rhinebeck New York 12572 United States RE: VARIATION AGREEMENT FOR £85,000 LOAN This Variation Agreement is dated October 9, 2024 (the “Variation Agreement”). WHEREAS, Conduit Pharmaceuticals Limited of Company Number: OC-346289, c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayma |
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| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2025 Conduit Pharmaceuticals Inc. |
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| January 23, 2025 |
Certificate of Amendment filed with the Delaware Secretary of State on January 22, 2025 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONDUIT PHARMACEUTICALS INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Conduit Pharmaceuticals Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as fo |
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| January 23, 2025 |
Conduit Pharmaceuticals Inc. Announces Reverse Stock Split Exhibit 99.1 Conduit Pharmaceuticals Inc. Announces Reverse Stock Split NAPLES, Fla. and CAMBRIDGE, United Kingdom, January 23, 2025 (GLOBE NEWSWIRE) – Conduit Pharmaceuticals Inc. (Nasdaq: CDT) (“Conduit” or the “Company”), a multi-asset, clinical stage, disease-agnostic life science company delivering an efficient model for compound development, announces that its board of directors has approved |
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| January 21, 2025 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| January 15, 2025 |
Up to $4,835,433 of Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration File No. 333-282802 AMENDMENT NO. 1 DATED JANUARY 15, 2025 to Prospectus Supplement dated November 1, 2024 (to Prospectus dated November 1, 2024) Up to $4,835,433 of Shares of Common Stock This Amendment No. 1 (the “Amendment”) to the Prospectus Supplement amends and supplements the information in the prospectus, dated November 1, 2024 (the “Prospectus |
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| January 14, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Comm |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Com |
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| December 17, 2024 |
Exhibit 10.1 of Willow House, Cricket Square, Grand Cayman, Cayman Islands, KY1-1107 SERVICES AGREEMENT This Services Agreement (the “Agreement”) is entered into as of December 12, 2024 (“Effective Date”) by and between SARBORG Limited, a Cayman Islands company, with its principal place of business at Willow House, Cricket Square, Grand Cayman, Cayman Islands, KY1-1107 (“Sarborg”), and Conduit Pha |
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| December 17, 2024 |
Exhibit 99.1 Conduit Pharmaceuticals to Revolutionize Drug Development Through Agreement to Use Artificial Intelligence and Cybernetics Approach Conduit Pharmaceuticals partners with SARBORG Limited to leverage artificial intelligence and cybernetics for optimizing key drug development processes, including drug repurposing, discovery, and clinical trial monitoring. This innovative approach aims to |
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| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Com |
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| December 16, 2024 |
8,771,470 Shares of Common Stock 16,033,000 Shares of Common Stock Underlying Warrants Filed pursuant to Rule 424(b)(3) File No. 333-275056 PROSPECTUS SUPPLEMENT No. 3 (to prospectus dated May 2, 2024) 8,771,470 Shares of Common Stock 16,033,000 Shares of Common Stock Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 2, 2024 (the “Prospectus”), which forms part of our registration statement on |
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| December 9, 2024 |
75,000,000 Shares of Common Stock Filed pursuant to Rule 424(b)(3) File No. 333-283449 PROSPECTUS 75,000,000 Shares of Common Stock This prospectus relates to the offer and resale of up to an aggregate of 75,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of Conduit Pharmaceuticals Inc. (the “Company,” “we,” “our” or “us”), which may be acquired by the selling stockholder listed in this prospectus |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 4, 2024 |
Conduit Pharmaceuticals Inc. 4581 Tamiami Trail North, Suite 200 Naples, Florida 34103 (648) 491-9132 December 4, 2024 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Conduit Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-283449) (the “Registration Statement”) Ladies an |
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| December 2, 2024 |
December 2, 2024 David Tapolczay Chief Executive Officer Conduit Pharmaceuticals Inc. |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 25, 2024 |
Exhibit 4.2 CONDUIT PHARMACEUTICALS INC. SECOND AMENDMENT TO SENIOR SECURED PROMISSORY NOTE This Second Amendment to the Secured Promissory Note (this “Amendment”), dated as of November 22, 2024 (the “Amendment Effective Date”), hereby further amends the Senior Secured Promissory Note (the “Note”) issued by Conduit Pharmaceutical Inc. (“Company”), and each subsidiary of the Company listed on the s |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Com |
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| November 25, 2024 |
Exhibit 4.1 NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED O |
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| November 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Conduit Pharmaceuticals Inc. |
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| November 25, 2024 |
As filed with the Securities and Exchange Commission on November 25, 2024 As filed with the Securities and Exchange Commission on November 25, 2024 Registration No. |
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| November 19, 2024 |
Exhibit 10.1 CONTRACT OF EMPLOYMENT THIS DEED is dated as of 15 November 2024 and is made among: (1) CONDUIT PHARMACEUTICALS LIMITED (“CPL”); (2) CONDUIT UK MANAGEMENT LTD. (the “Company”); and (3) JAMES BLIGH, of Braeside, Crimp Hill, Old Windsor, TW20 0YB, UK (“you”). You and CPL entered into a Contract of Employment effective as of 1 March 2000, as amended on 22 September 2023 and 15 November 2 |
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| November 19, 2024 |
Amendment No. 1 to the Amended and Restated Bylaws Exhibit 3.1 Amendment No. 1 to the Amended and Restated By laws of Conduit Pharmaceuticals Inc. On November 15, 2024, the Board of Directors of Conduit Pharmaceuticals Inc., a Delaware corporation (the “Corporation”), approved and adopted the following amendment to the Corporation’s Amended and Restated By Laws (the “By Laws” or “Bylaws”), to be effective following the final adjournment of the Cor |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Com |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41245 CONDUIT |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Com |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41245 CONDUI |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT T O SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41245 CONDUIT |
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| November 6, 2024 |
CDT / Conduit Pharmaceuticals Inc. / St George Street Capital - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. |
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| November 4, 2024 |
Filed Pursuant to Rule 424(b)(3) File No. 333-282802 PROSPECTUS $100,000,000 Common Stock Preferred Stock Warrants Units We may offer and sell up to $100,000,000 in the aggregate of the securities identified above, from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide one or mor |
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| November 4, 2024 |
Up to $3,556,586 of Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration File No. 333-282802 Prospectus Supplement (to Prospectus dated November 1, 2024) Up to $3,556,586 of Shares of Common Stock On October 23, 2024, we entered into a certain Sales Agreement, or sales agreement, with A.G.P./Alliance Global Partners (“A.G.P.”) relating to shares of our common stock offered by this prospectus supplement and the accompanying |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Comm |
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| November 1, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 1, 2024 |
Exhibit 4.1 PROMISSORY NOTE $600,000 Dated: October 29, 2024 FOR VALUE RECEIVED, the undersigned, CONDUIT PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to A.G.P./Alliance Global Partners (the “Lender”) the principal amount of SIX HUNDRED THOUSAND DOLLARS ($600,000) or, if less, the aggregate principal amount of the Advance made by the Lender to the Borrower |
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| November 1, 2024 |
Exhibit 10.1 BRIDGE LOAN AGREEMENT Dated as of October 29, 2024 Conduit Pharmaceuticals Inc., a Delaware corporation (the “Borrower”), and A.G.P./Alliance Global Partners (the “Lender”) agree as follows: Article I AMOUNTS AND TERMS OF THE ADVANCES Section 1.01. The Advances. The Lender agrees, on the terms and conditions hereinafter set forth, to make an advance (the “Advance”) to the Borrower, in |
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| November 1, 2024 |
Exhibit 4.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY T |
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| November 1, 2024 |
Exhibit 4.4 CONDUIT PHARMACEUTICALS INC. AMENDMENT TO SENIOR SECURED PROMISSORY NOTE AND SECURITY AGREEMENT This Amendment to the Secured Promissory Note and Security Agreement (this “Amendment”), dated as of October 31, 2024 (the “Amendment Effective Date”), hereby amends each of (i) the Senior Secured Promissory Note (the “Note”) issued by Conduit Pharmaceutical Inc. (“Company”), and each subsid |
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| October 31, 2024 |
Conduit Pharmaceuticals Inc. 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92134 (760) 471-8536 October 31, 2024 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Conduit Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-282802) (the “Registration Statement”) Ladies and G |
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| October 29, 2024 |
October 29, 2024 David Tapolczay Chief Executive Officer Conduit Pharmaceuticals Inc. |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| October 24, 2024 |
Exhibit 10.1 CONDUIT PHARMACEUTICALS INC. COMMON STOCK SALES AGREEMENT October 23, 2024 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Conduit Pharmaceuticals Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Co |
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| October 24, 2024 |
As filed with the Securities and Exchange Commission on October 23, 2024 As filed with the Securities and Exchange Commission on October 23, 2024 Registration No. |
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| October 24, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Conduit Pharmaceuticals Inc. |
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| October 18, 2024 |
SC 13G/A 1 ea0218068-13ga3nirlandcon.htm AMENDMENT NO. 3 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Conduit Pharmaceuticals Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20678X106 (CUSIP Number) October 11, 2024 (Date of Event which Requires |
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| October 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Commi |
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| October 15, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| October 15, 2024 |
Exhibit 10.2 CONDUIT PHARMACEUTICALS INC. (Nasdaq: CDT) Vrezh Isayan and Sharon Lee Isayan 2044 San Ysidro Dr. Beverly Hills California 90210 United States of America October 9, 2024 Re: Loan Extension Amendment for $800,000 Convertible Promissory Note Dear Vrezh Isayan and Sharon Lee Isayan, This letter serves as a formal agreement to amend the terms of the Convertible Promissory Note (the “Note” |
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| October 11, 2024 |
CDT / Conduit Pharmaceuticals Inc. / ASTRAZENECA PLC - SC 13G Passive Investment SC 13G 1 tm2425992d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Conduit Pharmaceuticals Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 20678X106 (CUSIP Number) August 7, 2024 (Date of Event Which Requires Filing of this Statement) Che |
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| October 7, 2024 |
SC 13G/A 1 ea0216964-13ga2nirlandcon.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Conduit Pharmaceuticals Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20678X106 (CUSIP Number) October 4, 2024 (Date of Event which Requires F |
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| September 19, 2024 |
Securities Transfer Request, dated June 13, 2024, by Corvus Capital Limited (filed herewith). EX-9 3 ex-9.htm Exhibit 9 |
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| September 19, 2024 |
EX-11 5 ex-11.htm Exhibit 11 |
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| September 19, 2024 |
CDT / Conduit Pharmaceuticals Inc. / Corvus Capital Ltd. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Conduit Pharmaceuticals Inc. (Name of Issuer) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 20678X106 (CUSIP Number) Andrew Regan Corvus Capital Ltd. Floor 2, Willow House, Cricket Square P.O. Box 709 |
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| September 19, 2024 |
Exhibit 10 |
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| September 17, 2024 | ||
| September 16, 2024 |
CONDUIT PHARMACEUTICALS INC. 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92134 CONDUIT PHARMACEUTICALS INC. 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92134 September 16, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Conduit Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-1, as amended File No. 333-281933 (the “Registration Statement”) Dear Ladies and G |
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| September 13, 2024 |
Exhibit 10.32 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]. STOCK ISSUANCE AGREEMENT This Stock Issuance Agreement (“Agreement”) is entered into as of August 7, 2024, by and between AstraZeneca AB (PUB |
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| September 13, 2024 |
Exhibit 10.31 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]. LICENSE AGREEMENT between ASTRAZENECA AB (PUBL) and CONDUIT PHARMACEUTICALS INC. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 GRANT OF |
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| September 13, 2024 |
As filed with the Securities and Exchange Commission on September 13, 2024 As filed with the Securities and Exchange Commission on September 13, 2024 Registration No. |
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| September 6, 2024 |
Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Com |
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| September 4, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Conduit Pharmaceuticals Inc. |
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| September 4, 2024 |
As filed with the Securities and Exchange Commission on September 4, 2024 As filed with the Securities and Exchange Commission on September 4, 2024 Registration No. |
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| August 19, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-275056 Prospectus Supplement No. 2 (to prospectus dated May 2, 2024) CONDUIT PHARMACEUTICALS INC. 8,771,470 Shares of Common Stock 16,033,000 Shares of Common Stock Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 2, 2024 (the “Prospectus”), which forms |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Commi |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Conduit Pharmaceuticals Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20678X106 (CUSIP Number) August 6, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT T O SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41245 CONDUIT PH |
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| August 8, 2024 |
Exhibit 99.1 Conduit Pharmaceuticals Enters into Exclusive License Agreement with AstraZeneca for Multiple Assets to Advance Potential First-in-Class Treatments ● Conduit Pharmaceuticals enters into exclusive license agreement with AstraZeneca for HK-4 Glucokinase activators AZD1656 and AZD5658 targeting autoimmune indications and myeloperoxidase inhibitor AZD5904 targeting idiopathic male inferti |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Commis |
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| August 7, 2024 |
Exhibit 10.1 Security AGREEMENT This Security Agreement (this “Agreement”) is dated as of August 6, 2024, by Conduit Pharmaceuticals Inc., a Delaware corporation (the “Grantor”) in favor of Nirland Limited, a company organized under the laws of Guernsey (the “Secured Party”). W I T N E S S E T H: WHEREAS, concurrently with the execution of this Agreement, the Grantor issued and delivered to the Se |
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| August 7, 2024 |
Exhibit 4.1 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Up to $2,650,000 August , 2 |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Commis |
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| July 11, 2024 |
Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of inco |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Commissi |
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| May 31, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Commissi |
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| May 16, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-275056 Prospectus Supplement No. 1 (to prospectus dated May 2, 2024) CONDUIT PHARMACEUTICALS INC. 8,771,470 Shares of Common Stock 16,033,000 Shares of Common Stock Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 2, 2024 (the “Prospectus”), which forms |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41245 CONDUIT PH |
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| May 14, 2024 |
Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (this “Agreement”) is made and entered into as of May 12, 2024 (the “Effective Date”), by and between Adam Sragovicz (“Executive”) and Conduit Pharmaceuticals Inc. (the “Company”). The Company and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. 1. Separation. (a) Transition Period. E |
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| May 2, 2024 |
As filed with the Securities and Exchange Commission on May 1, 2024 As filed with the Securities and Exchange Commission on May 1, 2024 Registration No. |
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| April 16, 2024 |
Description of Registered Securities Exhibit 4.1 DESCRIPTION OF OUR SECURITIES The following is a description of our securities of as set forth in certain provisions of our Second Amended and Restated Certificate of Incorporation (the “Charter”), our Amended and Restated Bylaws (the “Bylaws”), and the applicable provisions of the Delaware General Corporation Law. This information is qualified entirely by reference to the applicable p |
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| April 16, 2024 |
Conduit Pharmaceuticals, Inc. Compensation Recovery Policy Exhibit 97.1 CONDUIT PHARMACEUTICALS INC. CLAWBACK POLICY (Adopted as of September 21, 2023) 1. Introduction. Conduit Pharmaceuticals Inc. (the “Company”) has adopted this Clawback Policy (the “Policy”), which provides for the recovery of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the fe |
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| April 16, 2024 |
Letter from Marcum LLP, dated April 16, 2024 Exhibit 7.1 U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 We have read Item 4.02 of Form 8-K dated April 11, 2024 of Conduit Pharmaceuticals Inc. and agree with the statements concerning our firm therein. We have no basis to agree or disagree with other statements of Conduit Pharmaceuticals Inc. contained therein. Sincerely, /s/ Marcum LLP Marcum LLP |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Commis |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41245 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form |
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| February 12, 2024 |
SC 13G/A 1 MurphyCanyonAcquisitionCorp.txt CONDUIT PHARMACEUTICALS INC. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* (Name of Issuer) CONDUIT PHARMACEUTICALS INC. (Formerly known as Murphy Canyon Acquisition Corp.) (Title of Class of Securities) Common Stock, $0.0001 par value per share (CUSIP Number) 20678X106 |
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| February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Conduit Pharmaceuticals Inc. (formerly known as Murphy Canyon Acquisition Corp.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20678X106 (CUSIP Number) December 31, 2023 (Date of |
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| February 2, 2024 |
CDT / Conduit Pharmaceuticals Inc. / Hudson Bay Capital Management LP - CDT 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Conduit Pharmaceuticals Inc. (formerly known as Murphy Canyon Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 20678X106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stateme |
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| January 10, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Conduit Pharmaceuticals Inc. |
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| January 10, 2024 |
As filed with the Securities and Exchange Commission on January 10, 2024 As filed with the Securities and Exchange Commission on January 10, 2024 Registration No. |
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| December 18, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-275056 PROSPECTUS CONDUIT PHARMACEUTICALS INC. 8,771,470 Shares of Common Stock 16,033,000 Shares of Common Stock Underlying Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of an aggregate of: (a) up to 8,771,470 shares of our common |
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| December 13, 2023 |
CONDUIT PHARMACEUTICALS INC. 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92134 CONDUIT PHARMACEUTICALS INC. 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92134 December 13, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Conduit Pharmaceuticals Inc. (the “Company”) Registration Statement on Form S-1, as amended File No. 333-275056 (the “Registration Statement”) Dear Ladies and Ge |
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| December 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Conduit Pharmaceuticals Inc. |
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| December 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Conduit Pharmaceuticals Inc. |
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| December 1, 2023 |
As filed with the Securities and Exchange Commission on December 1, 2023 As filed with the Securities and Exchange Commission on December 1, 2023 Registration No. |
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| December 1, 2023 |
Conduit Pharmaceuticals Inc. 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92123 Conduit Pharmaceuticals Inc. 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92123 December 1, 2023 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tyler Howes and Laura Crotty Re: Conduit Pharmaceuticals Inc. Registration Statement on Form S-1, Submitted October 17, 2023 CIK No. 000 |
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| December 1, 2023 |
As filed with the Securities and Exchange Commission on December 1, 2023 As filed with the Securities and Exchange Commission on December 1, 2023 Registration No. |
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| November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41245 CONDUIT PH |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41245 CONDUIT PHAR |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41245 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form |
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| October 30, 2023 |
United States securities and exchange commission logo October 30, 2023 David Tapolczay Chief Executive Officer Conduit Pharmaceuticals Inc. |
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| October 17, 2023 |
As filed with the Securities and Exchange Commission on October 17, 2023 As filed with the Securities and Exchange Commission on October 17, 2023 Registration No. |
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| October 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Conduit Pharmaceuticals Inc. |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) ( |
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| October 5, 2023 |
INDEX TO CONDENSED FINANCIAL STATEMENTS EXHIBIT 99.2 INDEX TO CONDENSED FINANCIAL STATEMENTS Unaudited Condensed Financial Statements of Conduit Pharmaceuticals Limited: Page(s) Condensed Balance Sheets 2 Condensed Statements of Operations and Comprehensive Loss 3 Condensed Statements of Changes in Shareholders’ Deficit 4 Condensed Statements of Cash Flows 5 Notes to Condensed Financial Statements 6 1 CONDUIT PHARMACEUTICALS LIMITED BAL |
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| October 5, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report and in the definitions within the exhibits to this Current Report. All dollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated. Introduction The following unaudited pr |
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| October 5, 2023 |
Exhibit 99.4 Conduit Pharmaceuticals and Murphy Canyon Acquisition Corp. Announce Completion of Business Combination September 22, 2023 / Conduit Pharmaceuticals Limited (“Conduit Pharmaceuticals”), a multi-asset clinical-stage disease-agnostic life science company providing an efficient model for compound development, and Murphy Canyon Acquisition Corp., a special purpose acquisition company (Nas |
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| October 5, 2023 |
Exhibit 10.9 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , , between Conduit Pharmaceuticals Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Background A. Highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection throu |
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| October 5, 2023 |
EXHIBIT 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CONDUIT PHARMACEUTICALS LIMITED You should read the following discussion and analysis of our financial condition and results of operations with our audited financial statements for the year ended December 31, 2022, together with related notes thereto, and unaudited financial statements for the six |
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| October 5, 2023 |
Second A&R Certificate of Incorporation. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MURPHY CANYON ACQUISITION CORP. September 21, 2023 Murphy Canyon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The present name of the Corporation is “Murphy Canyon Acquisition Corp”. The original certificate of incorporat |
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| October 5, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF CONDUIT PHARMACEUTICALS, INC. (THE “CORPORATION”) These Amended and Restated Bylaws of Conduit Pharmaceuticals, Inc. a Delaware corporation (the “Corporation”), are effective as of September 22, 2023, and hereby amend the restated bylaws of the Corporation in its entirety: ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Cor |
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| October 2, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
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| October 2, 2023 |
MURF / Murphy Canyon Acquisition Corp - Class A / Nirland Ltd - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Conduit Pharmaceuticals Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20678X106 (CUSIP Number) September 22, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) CONDUIT PHARMACEUTICALS INC. (f/k/a MURPHY CANYON ACQUISITION CORP.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20678X 106 (CUSIP Number) Jack K. Heilbron 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92123 Teleph |
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| September 29, 2023 |
MURF / Murphy Canyon Acquisition Corp - Class A / Corvus Capital Ltd. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Conduit Pharmaceuticals Inc. (Name of Issuer) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 20678X106 (CUSIP Number) Andrew Regan Corvus Capital Ltd. Floor 2, Willow House, Cricket Square PO Box 709 Grand Cayman KY1-1107, Cayman Islands Telephone |
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| September 29, 2023 |
INDEX TO CONDENSED FINANCIAL STATEMENTS EXHIBIT 99.2 INDEX TO CONDENSED FINANCIAL STATEMENTS Unaudited and Unreviewed Condensed Financial Statements of Conduit Pharmaceuticals Limited: Page(s) Condensed Balance Sheets 2 Condensed Statements of Operations and Comprehensive Loss 3 Condensed Statements of Changes in Shareholders’ Deficit 4 Condensed Statements of Cash Flows 5 Notes to Condensed Financial Statements 6 1 CONDUIT PHARMACEUTIC |
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| September 29, 2023 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D (as may be amended from time to time, the “Schedule 13D”) with respect to the common stock of Conduit Pharmaceuticals Inc. |
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| September 29, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF CONDUIT PHARMACEUTICALS, INC. (THE “CORPORATION”) These Amended and Restated Bylaws of Conduit Pharmaceuticals, Inc. a Delaware corporation (the “Corporation”), are effective as of September 22, 2023, and hereby amend the restated bylaws of the Corporation in its entirety: ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Cor |
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| September 29, 2023 |
MURF / Murphy Canyon Acquisition Corp - Class A / St George Street Capital Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 Conduit Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) (Co |
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| September 29, 2023 |
Exhibit 99.3 UNAUDITED (AND UNREVIEWED WITH RESPECT TO CONDUIT) PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report and in the definitions within the exhibits to this Current Report. All dollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated |
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| September 29, 2023 |
Exhibit 99.4 Conduit Pharmaceuticals and Murphy Canyon Acquisition Corp. Announce Completion of Business Combination September 22, 2023 / Conduit Pharmaceuticals Limited (“Conduit Pharmaceuticals”), a multi-asset clinical-stage disease-agnostic life science company providing an efficient model for compound development, and Murphy Canyon Acquisition Corp., a special purpose acquisition company (Nas |
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| September 29, 2023 |
Exhibit 10.9 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , , between Conduit Pharmaceuticals Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Background A. Highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection throu |
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| September 29, 2023 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MURPHY CANYON ACQUISITION CORP. September 21, 2023 Murphy Canyon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The present name of the Corporation is “Murphy Canyon Acquisition Corp”. The original certificate of incorporat |
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| September 29, 2023 |
EXHIBIT 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CONDUIT PHARMACEUTICALS LIMITED You should read the following discussion and analysis of our financial condition and results of operations with our audited financial statements for the year ended December 31, 2022, together with related notes thereto, and unaudited and unreviewed financial stateme |
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| September 22, 2023 |
The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President U.S. Listing Qualifications & Market Surveillance By Electronic Mail September 22, 2023 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on September 22, 2023, The Nasdaq Sto |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CONDUIT PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware 87-3272543 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio |
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| September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 Murphy Canyon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41245 87-3272543 (State or other jurisdiction of incorporation) |
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| September 21, 2023 |
Exhibit 99.1 Murphy Canyon Acquisition Corp. Announces Stockholder Approval of the Proposed Combination with Conduit Pharmaceuticals Limited San Diego, California – September 20, 2023 – Murphy Canyon Acquisition Corp. (Nasdaq: MURF) (“MURF” or “Murphy Canyon”), a special purpose acquisition company, announced today that at a special meeting of the MURF stockholders (the “Special Meeting”) held tod |
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| September 13, 2023 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT September , 2023 Murphy Canyon Acquisition Corp. 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92123 Attention: Jack K. Heilbron, CEO Email: [email protected] Conduit Pharmaceuticals Limited c/o Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay Grand Cayman, KY1-9009 Cayman Islands Attention: Dr. Andrew Regan; James Bligh Email: [email protected]; jb@ |
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| September 13, 2023 |
Form of Subscription Agreement Exhibit 10.1 SUBSCRIPTION AGREEMENT September , 2023 Murphy Canyon Acquisition Corp. 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92123 Attention: Jack K. Heilbron, CEO Email: [email protected] Conduit Pharmaceuticals Limited c/o Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay Grand Cayman, KY1-9009 Cayman Islands Attention: Dr. Andrew Regan; James Bligh Email: [email protected]; jb@ |
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| September 13, 2023 |
Exhibit 4.1 FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E |
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| September 13, 2023 |
Exhibit 4.1 FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E |
