Conduit Pharmaceuticals Files S-1/A for IPO

TL;DR

Conduit Pharma (fka Murphy Canyon) filed S-1/A for IPO. IPO incoming.

AI Summary

Conduit Pharmaceuticals Inc. filed an S-1/A amendment on September 13, 2024, for its initial public offering. The company, formerly known as Murphy Canyon Acquisition Corp., is incorporated in Delaware and headquartered in San Diego, California. This filing is a pre-effective amendment to its Form S-1 registration statement.

Why It Matters

This S-1/A filing indicates Conduit Pharmaceuticals is moving forward with its plan to become a publicly traded company, which could provide it with capital for research and development or expansion.

Risk Assessment

Risk Level: medium — As a pre-effective amendment to an S-1, the company is still in the process of going public, and its financial health and business prospects are not yet fully established in the public market.

Key Numbers

• 333-281933 — SEC File Number (Identifies the registration statement)
• 2834 — SIC Code (Industry classification for Pharmaceutical Preparations)

Key Players & Entities

• Conduit Pharmaceuticals Inc. (company) — Registrant
• Murphy Canyon Acquisition Corp. (company) — Former company name
• September 13, 2024 (date) — Filing date
• David Tapolczay (person) — Chief Executive Officer
• San Diego, CA (location) — Principal executive offices

FAQ

Key Financial Figures

• $25,000 — ares for an aggregate purchase price of $25,000, or approximately $0.006 per share. O
• $0.006 — hase price of $25,000, or approximately $0.006 per share. On February 7, 2022, simul
• $10.00 — to cover over-allotments, at a price of $10.00 per 2022 Private Placement Unit, genera
• $7.54 million — erating gross proceeds of approximately $7.54 million (the “2022 Private Placement&rdqu
• $0.1 million — eed to pay the Company an option fee of $0.1 million (£0.1 million). In September 2023
• $20,000,000 — nit, for an aggregate purchase price of $20,000,000 (the “PIPE Financing”), pur
• $11.50 — mbination and have an exercise price of $11.50 per share, subject to adjustment as set
• $3.18 — ;s Common Stock at a price per share of $3.18 (as adjusted from time to time in accor
• $0.125 — by such holder and for such directors, $0.125 per warrant. The April Warrants are n
• $3.12 — ;s Common Stock at a price per share of $3.12 (as adjusted from time to time in accor
• $150,000 — s”), having an aggregate value of $150,000. On August 6, 2024, the Company issue

Filing Documents

• forms-1a.htm (S-1/A) — 186KB
• ex10-31.htm (EX-10.31) — 525KB
• ex10-32.htm (EX-10.32) — 133KB
• 0001493152-24-036199.txt ( ) — 845KB

From the Filing

filed with the Securities and Exchange Commission on September 13, 2024 Registration No. 333-281933 UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-1 REGISTRATION Under The Securities Act of 1933 CONDUIT PHARMACEUTICALS INC. (Exact name of Registrant as specified in its charter) Delaware 2834 87-3272543 (State or other jurisdiction of incorporation or organization) (Primary (I.R.S. Employer Identification Number) 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92134 (760) 471-8536 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) David Tapolczay Chief Executive Officer Conduit Pharmaceuticals Inc. 4995 Murphy Canyon Road, Suite 300 San Diego, CA 92134 (760) 471-8536 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including communications sent to the agent for service, to: Todd Mason, Esq. Thompson Hine LLP 300 Madison Ave, 27th Floor New York, NY 10017 (212) 344-5680 Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine. EXPLANATORY NOTE This Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 of Conduit Pharmaceuticals Inc. (the “Company”) (File No. 333-281933) is being filed as an exhibit-only filing solely to amend Item 16 of Part II of the Registration Statement to file Exhibits 10.31 and 10.32. Accordingly, this Pre-Effective Amendment consists only of the facing page, this explanatory note, Part II of the Registration Registration Statement is unchanged hereby and has been omitted. PART II: INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The following table sets forth the estimated expenses to be borne by the registrant in connection with the issuance and distribution of the shares of common stock and warrants being registered hereby. SEC registration fee $ 420 (1) Accounting fees and expenses $ 35,000 Legal fees and expenses $ 50,000 Miscellaneous expenses $ 4,580 Total $ 90,000 (1) Previously paid. Item 14. Indemnification of Directors and Officers. Section 145 of the DGCL concerning indemnification of officers, directors, employees and agents is set forth below. “Section 145. Indemnification of officers, directors, employees and agents; insurance. (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, crimi

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