New insider Nirland Ltd claimed ownership of 12,500,000 shares (SEC Form 3)
$CDT
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/06/2024 |
3. Issuer Name and Ticker or Trading Symbol
CONDUIT PHARMACEUTICALS INC. [ CDT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.0001 per share | 12,500,000(1) | D(3) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Stock Warrant | (2) | (2) | Common Stock | 2,000,000(2) | $11.5 | D(3) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Reflects 12,500,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Conduit Pharmaceuticals Inc., formerly Murphy Canyon Acquisition Corp. (the "Issuer") issued to Nirland Limited, a company registered in Guernsey with company number 58804 of The Old Stables Rue a L'Or, St Peter Port, GUERNSEY GY1 1QG ("Nirland Limited"), on August 6, 2024, in connection with that certain Senior Secured Promissory Note, dated as of August 5, 2024, in substantially the form as the form of senior secured promissory note filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on August 7, 2024. |
| 2. Reflects 2,000,000 shares of Common Stock of the Issuer (the "Warrant Shares"), issuable upon exercise of that certain Common Stock Warrant, in substantially the form as the form of warrant filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 13, 2023 (the "Warrant"), issued by the Issuer in favor of Nirland Limited, which became exercisable at any time beginning thirty (30) days after the completion of the initial business combination (the "Business Combination") and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. |
| 3. Nirland Limited is wholly owned by Stockton Limited, a company registered in Guernsey ("Stockton Limited"), which is wholly owned by The Rowland Master Trust, a Guernsey trust ("The Rowland Master Trust"). Dovet Limited, a company registered in Guernsey ("Dovet Limited"), is the sole trustee of The Rowland Master Trust. By virtue of these relationships, each of Stockton Limited, The Rowland Master Trust and Dovet Limited may be deemed to share beneficial ownership of the securities held of record by Nirland Limited. |
| Nirland Limited, By: /s/ David Rowland, Director | 08/13/2024 | |
| Stockton Limited, By: /s/ David Rowland, Director | 08/13/2024 | |
| The Rowland Master Trust, By: Dovet Limited, its trustee, By: /s/ Barclay Rowland, Director | 08/13/2024 | |
| Dovet Limited, By: /s/ Barclay Rowland, Director | 08/13/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||