SEC Form SC 13G filed by Conduit Pharmaceuticals Inc.
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)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
|
CUSIP No. 20678X106 | |||||
| 1. | Name
of Reporting Person AstraZeneca PLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (Joint filers) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization United Kingdom | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 9,504,465 shares1 | |||
| 6. | Shared
Voting Power 0 shares | ||||
| 7. | Sole
Dispositive Power 9,504,465 shares2 | ||||
| 8. | Shared
Dispositive Power 0 shares | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,504,465 shares3 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.9%4 | ||||
| 12. | Type
of Reporting Person (See Instructions) CO | ||||
1 Represents shares directly held by AstraZeneca AB, a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and AstraZeneca AB may each be deemed to have sole voting and dispositive power over the shares.
2 See footnote 1.
3 See footnote 1.
4 The percentage ownership was calculated based on 96,004,699 shares of the issuer’s common stock outstanding as of August 12, 2024, as reported in the issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2024.
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| CUSIP No. 20678X106 | |||||
| 1. | Name
of Reporting Person AstraZeneca AB | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (Joint filers) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Sweden | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 9,504,465 shares5 | |||
| 6. | Shared
Voting Power 0 shares | ||||
| 7. | Sole
Dispositive Power 9,504,465 shares6 | ||||
| 8. | Shared
Dispositive Power 0 shares | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,504,465 shares7 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.9%8 | ||||
| 12. | Type
of Reporting Person (See Instructions) CO | ||||
5 See footnote 1.
6 See footnote 1.
7 See footnote 1.
8 See footnote 4.
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| Item 1. | |||
| (a) | Name
of Issuer Conduit Pharmaceuticals Inc. | ||
| (b) | Address
of Issuer’s Principal Executive Offices San Diego, California 92123 | ||
| Item 2. | |||
| (a) | Name
of Person Filing See response to 2(c) | ||
| (b) | Address
of Principal Business Office or, if none, Residence See response to 2(c) | ||
| (c) | Citizenship
AstraZeneca PLC 1 Francis Crick Avenue Cambridge Biomedical Campus Cambridge CB2 0AA United Kingdom Citizenship: United Kingdom
AstraZeneca AB SE-151 85 Sodertalje Sweden Citizenship: Sweden
| ||
| (d) | Title
of Class of Securities Common Stock, par value $0.0001 per share | ||
| (e) | CUSIP
Number 20678X106 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | |
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| Item 4. | Ownership | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: 9,504,465 shares | ||
| (b) | Percent of class: 9.9%. The percentage stated herein is based on 96,004,699 shares of the issuer’s common stock outstanding as of August 12, 2024, as reported in the issuer’s Form 10-Q filed with the SEC on August 12, 2024. | ||
| (c) | Number of shares as to which the person has:
| ||
| (i) | Sole power to vote or to direct the vote: AstraZeneca PLC: 9,504,465 shares AstraZeneca AB: 9,504,465 shares | ||
| (ii) | Shared power to vote or to direct the vote: AstraZeneca PLC: 0 shares AstraZeneca AB: 0 shares | ||
| (iii) | Sole power to dispose or to direct the disposition of: AstraZeneca PLC: 9,504,465 shares AstraZeneca AB: 9,504,465 shares | ||
| (iv) | Shared power to dispose or to direct the disposition of: AstraZeneca PLC: 0 shares AstraZeneca AB: 0 shares | ||
AstraZeneca AB, a wholly owned subsidiary of AstraZeneca PLC, is the direct record holder of all 9,504,465 shares reported herein. Each of AstraZeneca AB and AstraZeneca PLC may be deemed to have sole voting and dispositive power with respect to such shares. | |||
| Item 5. | Ownership of Five Percent or Less of a Class | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨ | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||
| Not applicable. | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||
| Not applicable. | |||
| Item 8. | Identification and Classification of Members of the Group | ||
| Not applicable. | |||
| Item 9. | Notice of Dissolution of Group | ||
| Not applicable. | |||
| Item 10. | Certifications | ||
| Not applicable. | |||
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Signatures
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
October 11, 2024
| AstraZeneca PLC | |
| /s/ Adrian Kemp | |
| Signature | |
Adrian Kemp, Company Secretary | |
| Name/Title |
| AstraZeneca AB | |
| /s/ Lars-Johan Cederbrant | |
| Signature | |
Lars-Johan Cederbrant, Director and CFO | |
| Name/Title |
Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
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