SEC Form SC 13D filed by Murphy Canyon Acquisition Corp.

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: 44 7766 766766
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 22, 2023
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Conduit Pharmaceuticals Inc., a Delaware corporation formerly known as Murphy Canyon Acquisition Corp. (the “Issuer”). The principal executive office of the Issuer is located at 4995 Murphy Canyon Road, Suite 300, San Diego, California 92123.

This Schedule 13D is being filed on behalf of each of the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

Algo is a wholly-owned subsidiary of Corvus. Dr. Regan is the chief executive officer of Corvus. The principal business office address of each of Corvus and Dr. Regan is Floor 2, Willow House, Cricket Square
PO Box 709, Grand Cayman KY1-1107, Cayman Islands. The principal business office address of Algo is

100 W. Cypress Creek Road, Suite 640, Fort Lauderdale, Florida 33309.

The following individuals are officers or directors of Corvus:

The following individuals are officers or directors of Algo:

During the last five years, neither Reporting Person nor any executive officer or director of Corvus or Algo Holdings has (i) been convicted in any criminal proceeding or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

All of the shares of Common Stock to which this Schedule 13D relates were acquired by the Reporting Persons as consideration pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 8, 2022, and as amended on January 27, 2023, and May 11, 2023 (the “Merger Agreement”), by and among the Issuer (f/k/a Murphy Canyon Acquisition Corp.), Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (“Old Conduit”), and Conduit Merger Sub, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of the Issuer (the “Merger Sub”). On September 22, 2023, upon consummation of the transaction contemplated by the Merger Agreement, the Merger Sub was merged with and into Old Conduit, with Old Conduit surviving the merger as a wholly-owned subsidiary of the Issuer (the “Merger”). Pursuant to the terms of the Merger Agreement, (i) Corvus received 31,148,454 shares of Common Stock as consideration for the Old Conduit ordinary shares held by it, (ii) Algo Holdings received 14,378,695 shares of Common Stock as consideration for the Old Conduit ordinary shares held by it; and (iii) Dr. Regan received 66,650 shares of Common Stock in respect of the convertible promissory notes, which were converted into Old Conduit ordinary shares immediately prior to the consummation of the Merger, of Old Conduit held by him.

The Reporting Persons acquired the Common Stock in connection with the Merger contemplated by the Merger Agreement. The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.

Dr. Regan is the Chief Executive Officer of Corvus, and Algo Holdings is a wholly-owned subsidiary of Corvus. By virtue of these relationships, Dr. Regan may be deemed to share beneficial ownership of the securities held of record by each of Corvus and Algo Holdings. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

Dr. Regan serves as a director on the Issuer’s board of directors. Accordingly, Dr. Regan may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of this Schedule 13D. Subject to the Lock-Up Agreements described in Item 6 of this Schedule 13D, the Reporting Persons may, from time to time, purchase or sell securities of the Issuer as appropriate for their personal circumstances. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of this Schedule 13D. The Reporting Persons reserve the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of this Schedule 13D.

Ownership percentages set forth in this Schedule 13D are based on 72,418,316 shares of Common Stock outstanding as of September 22, 2023, as reported in the Issuer’s current report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2023.

(a) As of September 22, 2023, the Reporting Persons beneficially owned in the aggregate 45,593,799 shares of Common Stock, representing 62.96% of the Issuer’s outstanding Common Stock.

Dr. Regan

Algo Holdings, Inc.

The information set forth in Items 3 and 4 is incorporated herein by reference. In connection with the execution of the Merger Agreement, certain shareholders of Old Conduit, including Corvus and Algo, entered into lock-up agreements (the “Lock-Up Agreements”) with the Issuer, pursuant to which such shareholders are subject to a lock-up period commencing from the date of the closing of the Merger and ending on the earlier of (x) 180 days after the date of the closing of the Merger, and (y) the date on which the Issuer consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Issuer’s shareholders having the right to exchange their equity holdings in the Issuer for cash, securities or other property. The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of Lock-Up Agreement, which is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.

On November 8, 2022, in connection with the execution of the Merger Agreement, each of Corvus and Algo entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”) with the Issuer, pursuant to which each of Corvus and Algo agree to vote all of the Old Conduit ordinary share held by them in favor of the Merger and the other transactions contemplated by the Merger Agreement. The foregoing description of the Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by the full text of the Shareholder Support Agreement, which is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.

In addition, Dr. Regan, in his capacity as a member of the Issuer’s Board of Directors, entered into an indemnity agreement on September 22, 2023, with the Issuer, pursuant to which the Issuer has agreed to indemnify Dr. Regan in certain situations in connection with his service as a member of the Issuer’s Board of Directors (the “Indemnity Agreement”). The foregoing description of the Indemnity Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Indemnity Agreement, which is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this statement with respect to such person is true, complete and correct.