Conduit Pharmaceuticals Files Definitive Proxy Statement

TL;DR

Conduit Pharma (formerly Murphy Canyon) filed its proxy statement. Standard stuff, but check for exec comp & voting items.

AI Summary

Conduit Pharmaceuticals Inc. filed its definitive proxy statement on December 9, 2024, for the fiscal year ending December 31, 2024. The company, formerly known as Murphy Canyon Acquisition Corp. until November 30, 2021, is headquartered in Naples, Florida. This filing is a standard proxy statement, indicating it's related to shareholder matters and annual meetings.

Why It Matters

This filing provides shareholders with crucial information regarding company governance, executive compensation, and voting matters, enabling informed participation in the company's direction.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing, which is a standard disclosure document for public companies and does not inherently indicate new risks.

Key Players & Entities

• CONDUIT PHARMACEUTICALS INC. (company) — Registrant
• Murphy Canyon Acquisition Corp. (company) — Former Company Name
• 20241209 (date) — Filing Date
• 20241206 (date) — Period of Report
• 0001896212 (company) — Central Index Key
• 2834 (industry) — Standard Industrial Classification
• DE (state) — State of Incorporation
• 1231 (date) — Fiscal Year End
• 001-41245 (company) — SEC File Number
• 4851 TAMIAMI TRAIL NORTH, SUITE 200, NAPLES, FL 34103 (address) — Business Address

FAQ

Key Financial Figures

• $0.0001 — Company’s common stock, par value $0.0001 per share (the “Common Stock&rdqu
• $600,000 — the Company in an amount not to exceed $600,000 (the “Commitment”). As part
• $0.1048 — tober 29, 2024, at an exercise price of $0.1048 per share. The exercise of the A.G.P.

Filing Documents

• formdef14a.htm (DEF 14A) — 716KB
• formdef14a_001.jpg (GRAPHIC) — 19KB
• proxy_001.jpg (GRAPHIC) — 449KB
• proxy_002.jpg (GRAPHIC) — 431KB
• 0001493152-24-049097.txt ( ) — 1955KB

From the Filing

DEF 14A 1 formdef14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy 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 Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 CONDUIT PHARMACEUTICALS INC. (Name of Registrant as Specified in its Charter) N/A (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 4581 Tamiami Trail North, Suite 200 Naples, Florida 34103 (646) 491-9132 NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JANUARY 9, 2025 To our stockholders: The 2025 virtual special meeting of stockholders (the “Special Meeting”) of Conduit Pharmaceuticals Inc., a Delaware corporation, will be held on Thursday, January 9, 2025, at 10:00 a.m., Eastern Time, for the following purposes: 1. to approve the issuance of up to an aggregate of 2,862,596 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable upon the exercise of certain warrants to purchase the Company’s Common Stock, in accordance with Nasdaq Listing Rule 5635(d) (Proposal No. 1); 2. to approve the issuance of up to an aggregate of 75,000,000 shares of the Company’s Common Stock issuable upon the conversion of the Senior Secured Promissory Note, as amended, entered into by the Company and Nirland Limited (“Nirland”) on August 6, 2024 (the “August 2024 Senior Secured Promissory Note”) in accordance with Nasdaq Listing Rule 5635(d) (Proposal No. 2); 3. to approve the issuance of up to an aggregate of 58,000,000 shares of the Company’s Common Stock issuable upon the conversion of the convertible promissory note entered into by the Company and A.G.P./Alliance Global Partners (“A.G.P.”) on November 25, 2024 (the “November Convertible Note”), in accordance with Nasdaq Listing Rule 5635(d) (Proposal No. 3); and 4. to transact such other matters as may properly come before the Special Meeting or any adjournment postponement thereof. Only holders of record of our Common Stock as of the close of business on December 4, 2024, the record date, are entitled to notice of and to vote at the Special Meeting. The Special Meeting will be a completely “virtual” meeting of stockholders. You will be able to listen and participate in the virtual special meeting as well as vote and submit your questions during the live webcast of the meeting by registering in advance of the Special Meeting at https://meeting.vstocktransfer.com/CONDUITJAN25. A Zoom account is required to register. If your shares are held by a bank, broker or other agent, please follow the instructions from your bank, broker or other agent to have your shares voted. Whether or not you plan to participate virtually in the Special Meeting, your vote is important. To assure your representation at the meeting, please vote by following the instructions on the document that has been mailed to you, or, if you received a paper copy of the proxy materials, signing and dating the enclosed proxy card and returning it promptly in the enclosed postage-paid envelope. Sending in your proxy or submitting voting instructions via the Internet will not prevent you from voting during the Special Meeting. If you vote during the Special Meeting pursuant to the voting instructions below, that vote will revoke any prior proxy or voting instructions that you have submitted. By Order of the Board of Directors, /s/ David Tapolczay Dr. David Tapolczay Chief Executive Officer Naples, Florida December 6, 2024 Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on January 9, 2025: Pursuant to the rules of the Securities and Exchange Commission, with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. Whether or not you expect to attend the meeting electronically, please submit a proxy to vote your shares promptly. Even if you have submitted a proxy, you may still vote electronically if you attend the virtual meeting, in which case only your vote cast at the virtual meeting will be counted. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. 1 4

View Full Filing

View this DEF 14A filing on SEC EDGAR