What changed in this filing

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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-03-28 · 2719 added, 1403 removed, 133 unchanged (97% of the section changed)

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31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of

December 31, 2022, our disclosure controls and procedures were effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

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Report on Internal Controls Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Exchange Act Rules 13a-15(f).

Under the supervision and with the participation of our Management, including our Chief Executive Officer

and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on

the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission (2013 Framework).

Based on our evaluation under the framework in Internal Control — Integrated Framework,

our Management concluded that our internal control over financial reporting was effective as of December 31, 2022.

annual report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our

internal control over financial reporting as such report is not required for the Company.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

Our management

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange

Act Rules 13a-15(f).

Under the supervision and with the participation of our Management, including our Chief Executive Officer and Chief

Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

In connection with

the preparation and audit of the financial statements as of and for the fiscal years ended December 31, 2023 and 2022, material weaknesses

were identified in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim

financial statements will not be prevented or detected on a timely basis.

These material weaknesses primarily relate to the following

matters that are relevant to the preparation of our financial statements:

have limited segregation of duties.

For the periods under audit, Old Conduit did not have any internal personnel in the financial

accounting and reporting department, instead relied upon third party consultants to perform these activities.

lack a formal process for review and approval of financial statements.

For the periods under audit, especially prior to the business

combination, numerous, recurring errors in account balances and disclosures were detected in the financial statements that resulted

in a reasonable possibility that a material misstatement would not have been detected on a timely basis.

did not design adequate and appropriate internal controls under an appropriate internal control

over financial reporting framework, including monitoring controls and certain entity level

did not appropriately review and evaluate the accounting implications of all material transactions that occurred in the audit period which resulted in a restatement for previous periods.

If these material

weaknesses are not remediated, it could result in a misstatement of account balances or disclosures that would result in a material misstatement

to the annual or interim financial statements that would not be prevented or detected.

We are implementing measures designed to improve

our internal control over financial reporting to remediate these material weaknesses, although they have not been fully remediated as

of the date of this filing.

As a part of these measures, we entered into an employment agreement with Mr.

Sragovicz, previously MURF’s

Chief Financial Officer, which provides that Mr.

Sragovicz will serve as the Company’s Chief Financial Officer.

In addition, we

anticipate hiring additional qualified accounting personnel with experience with complex GAAP and SEC rules while, meanwhile, continuing

to engage consultants to assist with our financial statement close process, segregating duties among accounting personnel to enable adequate

review controls, further developing and documenting our accounting policies, and designing, implementing, and/or expanding IT systems

and application controls in our systems relevant to the preparation of the consolidated financial statements.

We also expect to engage

an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and assisting

with the remediation of deficiencies, as necessary.

The primary costs associated with such measures are corresponding recruiting and

additional salary and consulting costs, which are difficult to estimate but which may be significant.

These additional resources and

procedures are intended to enable us to broaden the scope and quality of our internal review of underlying information related to financial

reporting and to formalize and enhance our internal control procedures.

weaknesses will not be considered remediated until our remediation plan has been fully implemented, the applicable controls operate for

a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating effectively.

We currently expect to commence the remediation plan by documenting and implementing such plan, followed with testing such controls over

We cannot predict the success of such efforts or the outcome of its assessment of the remediation efforts.

Our efforts may not

remediate these material weaknesses in our internal control over financial reporting, or additional material weaknesses may be identified

in the future.

A failure to implement and maintain effective internal control over financial reporting could result in errors in our

financial statements that could result in a restatement of our financial statements and could cause us to fail to meet our reporting

obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.

Our independent

registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial

reporting until after we are no longer an “emerging growth company,” as defined in the JOBS Act.

At such time, our independent

registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal

control over financial reporting is documented, designed, or operating.

Internal Control over Financial Reporting

There have been

a number of changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the

Exchange Act) during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

These changes include the addition of a full-time Chief Financial Officer, the implementation of enterprise

resource planning accounting systems, and increased accounting and financial reporting consulting resources.

Other Information

the year ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)

or terminated

any contract, instruction or written plan for

the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule

10b5-1 trading arrangement”.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

of the date of this report, our current directors and executive officers are as follows:

Executive Officer, President, and Chairman

Financial Officer, Treasurer, and Director

Accounting Officer

Officers and Directors

following table sets forth certain information concerning our executive officers and directors as of April 16, 2024:

Executive Officer and Director

Financial Officer

of the Board of Directors

Chiavacci Farley

Heilbron has been our Chief Executive Officer since the Company’s inception.

Heilbron has served as a director and Chief Executive

Officer and President of Presidio Property Trusty Inc.

since its inception in February 2010.

Heilbron also has served as Chairman,

CEO and President of NetREIT Dubose since its inception, and has served as CEO and/or President of NetREIT Advisors, LLC, Dubose Advisors,

LLC, and NTR Property Management, Inc.

since their inceptions, all of which are Company affiliated entities.

Heilbron was a founding

officer, director, and stockholder of the former CI Holding Group, Inc.

and of its subsidiary corporations (Centurion Counsel, Inc.,

Bishop Crown Investment Research Inc., PIM Financial Securities Inc., Centurion Institutional Services Inc.

and CHG Properties, Inc.)

and currently serves as Chairman and CEO of Centurion Counsel, Inc., a licensed investment advisor.

He also served as a director of the

Centurion Counsel Funds, an investment company registered under the Investment Company Act of 1940, from 2001 until 2005.

From 1994 until

its dissolution in 1999, Mr.

Heilbron served as the Chairman and/or director of Clover Income and Growth REIT.

Heilbron graduated

degree in Business Administration from California Polytechnic College, San Luis Obispo, California.

Based on his experience

as a director and his experience with other REITs, the Nominating and Corporate Governance Committee determined that Mr.

qualified to serve on the Board of Directors.

Sragovicz has been our Chief Financial Officer since the Company’s inception.

Sragovicz has been a director of the Company

since December 2021.

Sragovicz has been the Chief Financial Officer of Presidio Property Trust, Inc.

since January 11, 2018.

He previously

served as Senior Vice President, Finance of Presidio Property Trust, Inc.

Tapolczay has more than 20 years of experience in research and development management.

He has served as our Chief

Executive Officer and a member of the board of directors since September 2023.

He was a co-founder and served as the Chief Executive

Officer a member of the board of directors of Old Conduit from 2019 until the Business Combination in September 2023.

He served as Chief

Executive Officer of St George Street Capital, a United Kingdom-based medical research charity that is a business partner to Conduit,

from July 2018 to September 2023.

He also serves as Chief Executive Officer of Medeor Pharma Ltd, a pharmaceutical consultancy company,

a position which he has held since 2006.

February 2008 to December 2018, he served as Chief Executive Officer at LifeArc (formerly the Medical Research Counsel Technology Group

(MRCT)), a United-Kingdom based charity advancing lab-based scientific discoveries to a point at which they can be developed into the

next generation of diagnostics, treatments and cures.

He previously served as joint worldwide head of chemistry for Zeneca Agrochemicals,

a research and development unit of AstraZeneca, and as senior manager of chemical development for GlaxoSmithKlein plc, a pharmaceutical

and biotechnology company.

Tapolczay served as Executive Vice President at Cambridge Discovery Chemistry, where he was responsible

for the rapid growth of Cambridge Discovery Chemistry and was a key figure in two successful sales of that company, the first to Oxford

Molecular and the second to Millennium Pharmaceuticals.

After this last acquisition, Dr.

Tapolczay was Senior Vice President of Pharmaceutical

Sciences at Millennium Pharmaceuticals, with responsibility for over 230 scientists.

On leaving Millennium, Dr.

Tapolczay was a founder

and Chairman of Pharmorphix Ltd., which was acquired by Sigma Aldrich Fine Chemicals in August 2006.

He has also been involved with the

start-up of five companies, all of which are still trading and one of which has been AIM listed.

He was VP of Technology Development

for GSK Pharmaceuticals from December 2005 to April 2007.

He was awarded visiting Professorial Chair in Chemistry at Sussex University

from August 1999 to May 2007 and has previously held the position of visiting lecturer at Nottingham, Reading and Durham Universities

and a member of both the Technical Opportunities Panel and the User Panel of the EPSRC.

He holds a BSc Hons and PhD in Chemistry from

the University of Southampton.

Tapolczay also completed his Post-Doctoral Experience in Organic Chemistry from the University of

Tapolczay was selected to serve on our board of directors following the Business Combination based on his deep knowledge

of Conduit, his extensive experience in research and development of clinical assets, and his in-depth knowledge of the pharmaceutical

Sragovicz has served as our Chief Financial Officer since October 2021.

Sragovicz served as a director of

the Company from December 2021 until September 2023.

Sragovicz served as the Chief Financial Officer of Presidio Property Trust,

from January 2018 until September 2023.

He previously served as Senior Vice President, Finance of Presidio Property Trust, Inc.

since May 2017.

Before joining Presidio Property Trust, Inc.,

Sragovicz served as Treasurer of Encore Capital Group from 2011 to 2017, where he was responsible for global capital raising, foreign

exchange risk management and cash management.

Sragovicz has also held capital markets, finance, and treasury management positions

with KPMG, Union Bank of California / MUFG and Bank of America Merrill Lynch.

Sragovicz is the Director of the Yale Alumni Schools

Committee in San Diego and previously sat on the board of Congregation Adat Yeshurun.

Sragovicz is a graduate of Yale University

with a Bachelor of Arts degree in Soviet and Eastern European Studies, with a concentration in Economics.

Bentzen has been our Chief Accounting Officer since the Company’s inception.

Bentzen has been the Chief Accounting Officer

of Presidio Property Trust, Inc.

Prior to that, Mr.

Bentzen served as Chief Financial Officer and Chief Operations Officer

for Crystal View Capital Management in 2020, as a Chief Financial Officer / Finance consultant for various clients (including real estate

development companies) from 2018 to 2020, and as Chief Financial Officer for The Parking REIT (formerly MVP REIT and MVP REIT II) from

2016 to 2018.

Prior to these roles, Mr.

Bentzen held senior and/or accounting roles at Western Funding, Inc., Vestin Group, Inc., and

a local CPA firm in Las Vegas, Nevada.

In addition, Mr.

Bentzen worked as a Senior Internal Auditor at Ameristar Casinos, Inc.

He holds a Bachelor of Science degree in Hotel Administration, with an emphasis in Gaming, and a Master of Science degree

in Accountancy, from University of Nevada, Las Vegas, and is licensed as a Certified Internal Auditor (inactive).

Knuettel II has served on our board of directors since the closing of our initial public offering and currently serves as Managing Member

of Camden Capital.

From December 2020 through April 2022, he was Chief Executive Officer and on the board of Unrivaled Brands, Inc.

Knuettel was formerly a Restructuring Advisory Consultant at Viridian Capital Advisors from May 2020 to November 2020.

Knuettel joined Viridian while at One Cannabis Group (“OCG”) where Mr.

Knuettel was the Chief Financial Officer from June

2019 to January 2021 and was integral to the sale of the company to Item 9 Labs Corp.

Prior to OCG, Mr.

Knuettel was CFO

at MJardin, a Denver-based cannabis cultivation and dispensary management company, from August 2018 to June 2019 where he led the company’s

IPO on the Canadian Securities Exchange.

Prior to MJardin, Mr.

Knuettel held numerous CFO and CEO positions at early-stage and NASDAQ-listed

companies where he had significant experience both building and restructuring businesses.

Knuettel serves on several corporate boards,

including on the Board of Directors of 180 Life Sciences (ATNF), an early-stage therapeutic biotech company, since July 2021, on the

Board of Directors of Relativity Acquisition Corp.

(RACY), a special purpose acquisition company, since February 2022 and on the Board

of Directors of ECOM Medical, Inc., a developer of endotracheal patient monitoring systems, since July 2019 (where he is the Chairman

and chair of the company’s audit committee).

Knuettel has advised that he will be named as a director nominee of a special

purpose acquisition company Relativity Acquisition Corp.

and may be named a director nominee of additional special purpose acquisition

Each such appointment will not take effect until the consummation of the initial public offering for the applicable company.

If such appointment becomes effective, Mr.

Knuettel will have fiduciary duties equivalent to and on the same level of priority as those

obligations owed to our Company.

We do not believe this gives rise to any theoretical or actual conflict of interest with respect to

such other special purpose acquisition companies and our Company, since each of these entities intends to target business combinations

in a different industry than those targeted by us.

Accordingly, while any such companies, businesses or investments may present additional

conflicts of interest in pursuing an initial business combination, we do not believe that any such potential conflicts would materially

affect our ability to complete our initial business combination.

Knuettel graduated cum laude from Tufts University with a B.A.

in Economics and from The Wharton School of Business at the University of Pennsylvania with an MBA in Finance and Entrepreneurial Management.

Knuettel is well-qualified to serve on our board of directors due to Mr.

Knuettel’s experience and expertise serving on several

boards and his expertise in the implementation and management of the acquisition of several private companies.

Before joining Presidio Property Trust, Inc., Mr.

Sragovicz served as Treasurer of Encore Capital Group from 2011 to

2017, where he was responsible for global capital raising, foreign exchange risk management and cash management.

Sragovicz has also

held capital markets, finance, and treasury management positions with KPMG, Union Bank of California / MUFG and Bank of America Merrill

Sragovicz is the Director of the Yale Alumni Schools Committee in San Diego and previously sat on the board of Congregation

Adat Yeshurun.

Sragovicz is a graduate of Yale University with a Bachelor of Arts degree in Soviet and Eastern European Studies,

with a concentration in Economics.

Lewis-Hall, M.D., DFAPA .

Lewis-Hall has served as a member of our board of directors since September 2023.

She served as

Senior Medical Advisor to the CEO of Pfizer Inc., or Pfizer, from December 2019 until her retirement in March 2020.

Before assuming that

responsibility, from January 2019, Dr.

Lewis-Hall served as Chief Patient Officer and Executive Vice President of Pfizer, beginning January

Lewis-Hall began her service with Pfizer as its Chief Medical Officer from 2009 to January 2019.

Prior to joining Pfizer in

Lewis-Hall held various senior leadership positions including Chief Medical Officer and Executive Vice President, Medicines

Development at Vertex Pharmaceuticals Incorporated from June 2008 to May 2009;

Senior Vice President, U.S.

Pharmaceuticals, Medical Affairs

for Bristol-Myers Squibb Company from 2003 until May 2008;

Vice President Research and Development at Pharmacia Corporation from 2002-2003;

Product Team Leader at Pharmacia and Eli Lilly and Company from 1998 to 2002;

Director of Lilly Center for Women’s Health from

1996-1999, and Clinical Research Physician at Eli Lilly from 1994 through 1996.

In October 2021, Dr.

Lewis-Hall became a member of the

board of directors for Pyxis Oncology (PYXS), (where she serves as a member of the Nominating and Corporate Governance Committee).

has been a member of the board of directors for Exact Sciences Corporation (EXAS) since April 2020, where she serves as a member of the

Human Capital and Innovation, Technology and Pipeline Committees;

a member of 1LifeHealthCare, Inc.(ONEM) board since November 2019,

serving as a member of the Nominating and Corporate Governance Committee;

a member of the board of directors for Milliken & Company

since July 2019, as a member of the Audit and HR and Compensation Committees;, and as a member of the board of directors of SpringWorks

Therapeutics, Inc.

(SWTX) since 2017, serving as the chair of the Nominating and Governance Committee.

Lewis-Hall served as a member

of the board of directors for Tenet Healthcare Corporation (THC) from 2014 to 2017.

Lewis-Hall holds an M.D.

from Howard University

College of Medicine and a B.A.

in natural sciences from the Johns Hopkins University.

Conduit believes Dr.

Lewis-Hall is qualified to

serve on the board of directors based on her expertise and experience in the biopharmaceutical industry and her leadership experience

as a senior executive at various biopharmaceutical companies.

(“Jamie”) Bligh .

Bligh has served as a member of our board of directors since September 2023, and also currently

serves as our Senior Vice President – Strategy.

He was a co-founder of Conduit Pharmaceuticals Limited in 2019 and has served as

a member of its board of directors since its inception.

From 2008 to 2019, Mr.

Bligh worked closely with investment vehicle Corvus Capital

Limited, including as a Partner, where he led a number of reverse takeover transactions, stock market listings, initial public offerings,

secondary fundraisings, and merger transactions.

Bligh’s prior transaction experience includes advising several special purpose

acquisition vehicles in listing on the London Stock Exchange, including the listing of Bermele Plc, a special purpose acquisition vehicle,

and the subsequent acquisition of Bermele by East Imperial Pte.

Ltd., a global purveyor of ultra-premium beverages, in June 2019;

listing of Leverett Plc, which subsequently acquired Nuformix Plc, a pharmaceutical development company targeting unmet medical needs

in fibrosis and oncology via drug repurposing;

and Cizzle Biotechnology Holdings PLC, a UK-based diagnostics developer.

Jamie previously

served as a director of Bermele Plc from June 2021 through February 2022;

Mertz Plc from January 2021 through March 2022;

and East Imperial

from September 2017 through April 2018.

Jamie graduated from the University of Bristol with a BSc in Economics & Finance.

Bligh was selected to serve on our board of directors following the Business Combination based on his past experience with business

development, capital raising, financings, public offerings and other strategic transactions, including mergers and acquisitions.

Charles has served as a member of our board of directors since September 2023.

She has been a corporate

transactions and securities partner at the law firm of Thompson Hine LLP since 2010.

She leads Thompson Hine’s Life Sciences practice

and co-heads the securities practice, advising public and emerging biotech and pharmaceutical companies in the U.S.

and internationally.

Charles negotiates complex private and public financing transactions, mergers and acquisitions, licensing transactions and strategic

collaborations.

She serves as outside counsel to a myriad of life sciences companies and is known in the industry as an astute business

advisor, providing valuable insights into capital markets, corporate governance and strategic development.

Charles has been a member

of the board of directors of:

CNS Pharmaceuticals, Inc.

CNSP), a biotechnology company developing novel treatments for cancers

of the brain and central nervous system, since December 2022;

Avenue Therapeutics, Inc.

ATXI), a specialty pharmaceutical company

specializing in developing and commercializing therapies for the treatment of the central nervous system, since May 2022;

Therapeutics, Inc.

ABEO), a fully integrated gene and cell therapy company, since March 2021.

Charles serves as Chair of

CNS Pharmaceuticals, on the Audit Committee of Avenue Therapeutics and on the Audit Committee and as the Chair of the Nominating and

Governance Committee of Abeona Therapeutics.

From 2018 until October 2021, Ms.

Charles served on the Board of Directors and as a member

of the Audit Committee and Chair of the Compensation Committee of Entera Bio Ltd., a publicly-traded biotechnology company.

founded the Women in Bio Metro New York chapter and chaired the chapter for five years.

She also served on the national board of Women

Charles is also a member of the board of Red Door Community (formerly Gilda’s Club New York City.) She has been recognized

as a Life Sciences Star by Euromoney’s LMG Life Sciences, has been named a BTI Client Service All-Star, and was named by Crain’s

New York Business to the list of 2020 Notable Women in the Law.

Charles holds a J.D degree from The George Washington University

Law School and a B.A.

in Psychology from Barnard College, Columbia University.

Charles is a graduate of Women in Bio’s Boardroom

Ready Program, an Executive Education Program taught by The George Washington University School of Business.

Charles’ qualifications

to serve on our Board include her leadership skills and her vast legal experience representing companies in the biotech and pharmaceutical

Chiavacci Farley .

Chiavacci Farley has served on our board of directors since the closing of our initial public offering and currently serves as a partner

and managing director of Mistral Capital International (“Mistral”), a private equity firm, since 1995.

In her role as Partner

and Managing Director of Mistral, Ms.

Farley originates, evaluates and executes equity investment opportunities, creates and implements

deal and financial structures, negotiates with banks for credit facilities, and oversees management.

Farley is a member of the Board

of Directors and Management Committee of Palmilla San Jose Inmobiliaria, the Master Developer of the luxury Palmilla resort development

in Cabo San Lucas, Mexico.

Chele Chiavacci Farley has served on our board of directors since the closing of our initial public

She currently serves as a partner and managing director of Mistral Capital International (“Mistral”), a

private equity firm, that she has been a part of since 1995.

In her role as Partner and Managing Director of Mistral, Ms.

originates, evaluates and executes equity investment opportunities, creates and implements deal and financial structures, negotiates

with banks for credit facilities, and oversees management.

Farley is the President and a member of the Board of Directors and

Management Committee of Palmilla San Jose Inmobiliaria, the Master Developer of the luxury Palmilla resort development in Cabo San

Lucas, Mexico.

Prior to Mistral, Ms.

Farley was Vice President of Tricap International from 1994 to 1995.

From 1992 to 1994,

From 1992 to 1994, Ms.

Farley was an Associate at UBS Capital Corporation, and analyzed and evaluated principal investment and financing opportunities for

the firm’s internal $1 billion fund.

Farley began her career as a Financial Analyst in the Global Finance department - Energy

and Telecom Group of Goldman, Sachs & Co.

Farley began her career as a Financial Analyst in the Global Finance department -

Energy and Telecom Group of Goldman, Sachs & Co.

Farley has also had an active political career.

Farley ran for election

Farley ran for

election to the U.S.

House of Representatives to represent New York’s 18th Congressional district.

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Farley graduated from Stanford University with a B.S.

in Industrial Engineering.

in Industrial

She is a member of YPO - Young Presidents’ Organization.

Farley is well-qualified to serve on our board of directors due to

her expansive financial background and connections.

Feinberg has served on the MURF Board since the closing of its initial public offering.

Feinberg has been a Professor of International

Political Economy at the University of California, San Diego, since 1996 and an Emeritus Professor since 2021.

Previously, Mr.

served as Special Assistant to the President for National Security Affairs and as a Senior Director for the Office of Inter-American

Affairs, National Security Council, the White House, from 1993 to 1996.

Feinberg was integral to architecture of the 1994 Miami Summit

of the Americas and of the proposed Free Trade Area of the Americas (FTAA).

Feinberg has worked in various other governmental roles

(i) Member of the Policy Planning Staff of the Department of State (1977-1980);

and (ii) international economist for the U.S.

Treasury Department (1975-1977).

Feinberg served in executive positions at various public policy institutes including:

(i) as president

of the Inter-American Dialogue (1992-1993);

(ii) as executive vice president and director of studies of the Overseas Development Council

Feinberg taught a graduate-level course on international financial institutions as an adjunct professor at Georgetown

University School of Foreign Service from 1980 to 1985.

Feinberg holds a Ph.D.

in international economics from Stanford University

in European history from Brown University.

Feinberg is well-qualified to serve on the MURF Board due to his expertise

in political relations, public policies, financial and economic management internationally, which enable him to provide accurate and

reliable expertise on international economic policies and trends including as they may relate to international acquisitions.

accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first

fiscal year end following our listing on the Nasdaq.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

bylaws provide that our officers may consist of a Chairman of the board of directors, Chief Executive Officer, Chief Financial Officer,

President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries, and such other offices as may be determined by the board of

Francis Knuettel II, Chele Farley, and Richard E.

Feinberg would each be considered an “independent director” under the Nasdaq

listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other

individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s

exercise of independent judgment in carrying out the responsibilities of a director.

independent directors will have regularly scheduled meetings at which only independent directors are present.

affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties.

Our board of directors

will review and approve all affiliated transactions with any interested director abstaining from such review and approval.

Knuettel II, Chele Farley and Richard E.

Feinberg make up our audit committee, and Francis Knuettel II chairs the audit committee.

audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

appointment, compensation, retention, replacement, and oversight of the work of the independent

registered public accounting firm engaged by us;

pre-approving

all audit and permitted non-audit services to be provided by the independent registered public

accounting firm engaged by us, and establishing pre-approval policies and procedures;

clear hiring policies for employees or former employees of the independent registered public

accounting firm, including but not limited to, as required by applicable laws and regulations;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered public accounting

firm describing (i) the independent registered public accounting firm’s internal quality-control

procedures, (ii) any material issues raised by the most recent internal quality-control review,

or peer review, of the audit firm, or by any inquiry or investigation by governmental or

professional authorities within the preceding five years respecting one or more independent

audits carried out by the firm and any steps taken to deal with such issues and (iii) all

relationships between the independent registered public accounting firm and us to assess

the independent registered public accounting firm’s independence;

and approving any related party transaction required to be disclosed pursuant to Item 404

of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published

reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting

standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Experts on Audit Committee

audit committee will at all times be composed exclusively of “independent directors” who are “financially literate”

as defined under Nasdaq’s listing standards.

Nasdaq’s standards define “financially literate” as being able to

read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience

in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results

in the individual’s financial sophistication.

The board of directors has determined that Francis Knuettel II qualifies as an “audit

committee financial expert,” as defined under rules and regulations of the SEC.

and Corporate Governance Committee

initial members of our nominating and corporate governance are Francis Knuettel II, Chele Farley and Richard E.

Feinberg serves as chair of the nominating and corporate governance committee.

have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating

and corporate governance committee, including:

and screening individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the

board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board

of directors;

and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

our policies and procedures with respect to the consideration of director candidates recommended by stockholders, including the submission

of any proxy access nominees by stockholders;

and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance

of the company;

on a regular basis our overall corporate governance and recommending improvements as and when necessary.

charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice

of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search

firm’s fees and other retention terms.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of

professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent

the best interests of our stockholders.

Prior to our initial business combination, holders of our public shares will not have the right

to recommend director candidates for nomination to our board of directors.

Knuettel II, Chele Farley and Richard E.

Feinberg serve as members of our compensation committee.

Under the Nasdaq listing standards

and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

Each Francis Knuettel II, Chele Farley and Richard E.

Feinberg are independent.

Chele Farley serves as chair of the compensation committee.

compensation committee charter details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,

if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining

and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

on an annual basis our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

the foregoing, as indicated above, other than the payment to Murphy Canyon Management Group, Inc., and affiliate of our sponsor, of $10,000

per month, through February 7, 2024 at the latest, for office space, utilities and secretarial and administrative support, no compensation

of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors

or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial

business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee

will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such

initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

have adopted a Code of Ethics applicable to our directors, officers and employees.

We have filed a copy of our Code of Ethics and our

audit, nominating and corporate governance and compensation committee charters as exhibits to the registration statement in connection

with our initial public offering.

You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments

to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

have filed a copy of our form of Code of Ethics, our audit committee charter, nominating and corporate governance committee charter and

compensation committee charter as exhibits to the registration statement filed in connection with our initial public offering.

be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov.

In addition, a copy of

the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain

provisions of our Code of Ethics in a Current Report on Form 8-K.

Farley was selected to serve on our board of

directors following the Business Combination based on her past experience with business development, capital raising, financings,

McNealey has served as a member of our board of directors since September 2023.

She has served

as the Chief Financial Officer of Abdera Therapeutics Inc., a biotechnology company developing targeted radiotherapeutics since

January 2023.

Prior to Abdera, Ms.

McNealey served as CFO of Codex DNA, Inc.

(now Telesis Bio Inc.) from March 2021 until July 2022,

and assisted that company through its initial public offering in 2021.

From February 2015 to March 2021, Ms.

McNealey served as Vice

President of Investor Relations and Strategy at Calithera Biosciences, Inc., a development stage biotechnology company.

guided Calithera through multiple equity raises including its initial public offering and secondary raises.

Previously she served on

the boards of Enzon Pharmaceuticals, Inc.

from November 2013 to November 2021 and of Antibe Therapeutics, Inc.

From 2020 to 2024.

McNealey founded and launched Laurient,

an equity research and competitive intelligence tool for the biotechnology investment community.

Prior to founding Laurient, Ms.

McNealey served as an equity analyst and portfolio manager at Franklin Templeton and Morgan Stanley, each with a focus in investing

in public biotechnology companies.

McNealey earned an MHA from the Sloan Program in healthcare administration and a BA in

psychology from Cornell University.

McNealey was selected to serve on our board of directors following the Business Combination

based on her service as a member of the management team of another public company, as well as her extensive experience in the

biotechnology and pharmaceutical industries.

Regan is a British born polar explorer and entrepreneur.

He has served as a member of our board of directors since

September 2023.

He was a co-founder of Conduit Pharmaceuticals Limited and has served as a board member of Old Conduit since 2019.

Regan also founded Corvus Capital Limited and has been its Chief Executive Officer since 2008.

Corvus Capital is an investment vehicle

that was previously listed on the London Stock Exchange prior to being taken private in 2008.

Corvus Capital continues to invest in a

number of industries and sectors.

Regan also has experience as an investor in a number of public and private companies, including

ASOS.com Ltd, a global online fashion and beauty retailer, Virtual Internet, an IT services company that specializes in hosting infrastructure

such as VMWare cloud hosting and Managed and Dedicated Servers, and Imperial Energy Corporation plc, an upstream oil and gas exploration

and production company.

Prior to that, Dr.

Regan was the Chief Executive Officer of Hobson Plc, which was listed on the London Stock

Exchange, until its sale in 1996 through a cash takeover.

Regan has a strong interest in the use of bio-inspired science to create

solutions for present day problems.

In 2014, he was awarded a PhD from Oxford Brookes University for his research in writing and developing

a bio-inspired algorithm for forecasting the financial markets.

He is passionate about the polar regions and is an accomplished polar

explorer having led a number of expeditions to both the Arctic and Antarctica.

Regan was selected to serve on our board of directors

following the Business Combination based on his knowledge of Old Conduit and his extensive experience in investing, financing, overseeing

and developing companies.

business and affairs are organized under the direction of our board of directors.

The board of directors will meet on a regular basis

and additionally as required.

In accordance with the terms of the amended and restated certificate of incorporation, the board of directors

may establish the authorized number of directors from time to time by resolution.

Our board of directors currently consists of seven

the Nasdaq listing standards, a majority of the members of our board of directors must qualify as “independent,” as affirmatively

determined by the board of directors.

The Company’s board of directors affirmatively determined that all of the Company’s

directors, except for Messrs.

Bligh, Tapolczay, and Regan are independent directors within the meaning of the applicable Nasdaq listing

A majority of the members of the board of directors and all members of the Audit Committee, Compensation Committee, and Nominating

and Corporate Governance Committee are independent directors under the applicable Nasdaq listing standards.

Leadership Structure

board of directors is responsible for the control and direction of the Company.

We separate the positions of Chairperson of the board

of directors and Chief Executive Officer of the Company.

Lewis-Hall serves as the Chairperson of the board of directors and Dr.

serves as the Chief Executive Officer of the Company and as a member of the board of directors.

The board of directors believe that this

structure serves us well by maintaining a link between management, through Dr.

Tapolczay’s membership on the board of directors,

and the non-executive directors led by Dr.

Lewis-Hall in her role as a non-executive Chairperson.

Oversight of Risk

of the key functions of our board of directors is to conduct informed oversight of our risk management process.

The board of directors

does not anticipate having a standing risk management committee, but rather administers this oversight function directly through the

board of directors as a whole, as well as through various standing committees of the board of directors that address risks inherent in

their respective areas of oversight.

In particular, the board of directors will be responsible for monitoring and assessing strategic

risk exposure and the Audit Committee will have the responsibility to consider and discuss the Company’s major financial risk exposures

and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process

by which risk assessment and management is undertaken.

The Audit Committee also monitors compliance with legal and regulatory requirements.

The Compensation Committee assesses and monitors whether our compensation plans, policies, and programs comply with applicable legal

and regulatory requirements.

of the Board of Directors

board of directors has formed the committees described below.

Each of the committees operates pursuant to a written charter adopted by

the committee or our board of directors.

Each charter sets forth the committee’s specific functions and responsibilities.

of directors of may from time to time establish other committees.

Audit Committee assists the board of directors with its oversight of the integrity of the financial statements;

the compliance with legal

and regulatory requirements;

the qualifications, independence and performance of the independent registered public accounting firm;

design and implementation of the financial risk assessment and risk management.

Among other things, the Audit Committee is responsible

for reviewing and discussing with management the adequacy and effectiveness of disclosure controls and procedures.

The Audit Committee

also discusses with management and independent registered public accounting firm the annual audit plan and scope of audit activities,

scope, and timing of the annual audit of the financial statements, and the results of the audit, quarterly reviews of the financial statements

and, as appropriate, initiates inquiries into certain aspects of the financial affairs.

Audit Committee is responsible for establishing and overseeing procedures for the receipt, retention, and treatment of any complaints

regarding accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by

employees of concerns regarding questionable accounting or auditing matters.

In addition, the Audit Committee has direct responsibility

for the appointment, compensation, retention, and oversight of the work of the independent registered public accounting firm.

Committee has sole authority to approve the hiring and discharging of the independent registered public accounting firm, all audit engagement

terms and fees and all permissible non-audit engagements with the independent auditor.

The Audit Committee reviews and oversees all related

party transactions in accordance with policies and procedures.

Audit Committee is comprised of three members:

Farley (Chairperson), Dr.

Lewis-Hall, and Ms.

Each member of the Audit Committee

meets the requirements for independence under the current Nasdaq and SEC rules and regulations and each member is financially literate.

In addition, the board of directors has determined that each of Ms.

Farley and Ms.

McNealey is an “audit committee financial expert”

as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act.

Compensation Committee assists the board of directors with its oversight of the forms and amount of compensation for executive officers

(including officers reporting under Section 16 of the Exchange Act), the administration of equity and non-equity incentive plans for

employees and other service providers and certain other matters related to compensation programs.

The Compensation Committee, among other

responsibilities, evaluates the performance of our Chief Executive Officer and, in consultation with the Chief Executive Officer, evaluates

the performance of other executive officers (including officers reporting under Section 16 of the Exchange Act).

Compensation Committee is comprised of three members:

Charles (Chairperson), Ms.

Farley, and Ms.

The composition of the

Compensation Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations.

Each member of

the Compensation Committee is a “non-employee” director within the meaning of Rule 16b-3 promulgated under the Exchange Act.

and Governance Committee

Nominating and Corporate Governance Committee assists the board of directors with its oversight of and identification of individuals

qualified to become members of the board of directors, consistent with criteria approved by the board of directors, and selects, or recommends

that the board of directors selects, director nominees;

develops and recommends to the board of directors a set of corporate governance

oversees the evaluation of the board of directors;

and reviews the environmental, safety, sustainability, and corporate social

responsibility policies, objectives, and practices on a periodic basis.

Nominating and Corporate Governance Committee is comprised of two members:

Lewis-Hall (Chairperson) and Ms.

The composition

of the Nominating and Corporate Governance Committee meets the requirements for independence under the current Nasdaq and SEC rules and

Committee Interlocks and Insider Participation

member of our Compensation Committee was at any time during fiscal year 2023, or at any other time, one of our officers or employees.

None of our executive officers have served as a director or member of a compensation committee (or other committee serving an equivalent

function) of any entity, one of whose executive officers served as a director of our board of directors or member of our Compensation

Relationships

are no family relationships among our directors and executive officers.

adopted a written Code of Conduct applicable to all of our directors, officers, and employees, which is available on the Company’s

website at http://www.conduitpharma.com.

Our Internet website address is provided as an inactive textual reference only.

Conduct covers fundamental ethical and compliance-related principles and practices such as accurate accounting records and financial

reporting, avoiding conflicts of interest, the protection and use of property and information, and compliance with legal and regulatory

requirements.

The Code of Conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

The Company will make

any legally required disclosures regarding amendments to, or waivers of, provisions of its Code of Conduct on its corporate website.

and Officer Liability and Indemnification

have purchased directors’ and officers’ liability insurance and have entered into indemnification agreements with each of

directors and executive officers.

The indemnification agreements and our amended and restated certificate of incorporation and amended

and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Trading Policy

use of material non-public information in securities transactions or the communication of such information to others who use it in securities

trading (“Tipping”) violates the federal securities laws.

Such violations are likely to result in harsh consequences for

the individuals involved including exposure to investigations by the SEC, criminal and civil prosecution, disgorgement of any profits

realized or losses avoided through use of the non-public information and penalties equal to three times such profits or losses.

insider trading violations expose the Company, its management, and other personnel acting in supervisory capacities to potential civil

liabilities and penalties for the actions of employees under their control who engage in Insider Trading violations.

Insider Trading Policy (the “Insider Trading Policy”) prohibits our executive officers, the non-employee members of our board

of directors and certain other employees from engaging in the following transactions:

any of our securities that they do not own at the time of the sale (referred to as a “short sale”);

material nonpublic information on to others or recommending that another engage in transactions in any securities that they have

information on;

or selling puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent

of ownership of any of our securities or an opportunity, direct or indirect, to profit from any change in the value of our securities

or engaging in any other hedging transaction with respect to our securities;

our securities as collateral in a margin account;

our securities as collateral for a loan (or modifying an existing pledge).

of the date of this Form 10-K, none of our executive officers or non-employee directors have previously engaged in any hedging or pledging

transaction involving our securities.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our officers, directors and persons who own more than ten percent of a registered class of our equity

securities to file reports of ownership and changes in ownership with the SEC.

Officers, directors and ten percent stockholders are required

by regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on copies of such forms received, we believe

that, during the period from October 19, 2021 (inception) through December 31, 2022, all filing requirements applicable to our officers,

directors and greater than ten percent beneficial owners were complied with.

16(a) of the Exchange Act requires that our directors and executive officers, and persons who own more than ten percent of a registered

class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock

and other equity securities of the Company.

Officers, directors and greater than ten percent stockholders are required by SEC regulation

to furnish us with copies of all Section 16(a) forms they file.

our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports

were required, during the year ended December 31, 2023, all Section 16(a) filing requirements applicable to our officers, directors and

greater than ten percent beneficial owners were complied with, except for the Form 4 filed by Freda Lewis-Hall on December 14, 2023 reporting

a stock option issued on December 1, 2023.

The delinquent filing was inadvertent.

Executive Compensation

executive officer has received any cash compensation for services rendered to us.

Starting February 2022, we pay Murphy Canyon Management

Group, Inc., an affiliate of our sponsor, $10,000 per month for providing us with office space and certain office and secretarial services.

However, this arrangement is solely for our benefit and is not intended to provide our officers or directors compensation in lieu of

than the $10,000 per month administrative fee, the payment of consulting, success or finder fees to our sponsor, officers, directors,

initial stockholders or their affiliates in connection with the consummation of our initial business combination, and the pending transfer

of 15,000 placement units to each of our three independent directors, no compensation or fees of any kind will be paid to our sponsor,

initial stockholders, members of our management team or their respective affiliates, for services rendered prior to or in connection

with the consummation of our initial business combination (regardless of the type of transaction that it is).

However, they will receive

reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential

target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to

and from the offices, plants or similar locations of prospective target businesses to examine their operations.

There is no limit on

the amount of consulting, success or finder fees payable by us upon consummation of an initial business combination.

Additionally, there

is no limit on the amount of out-of-pocket expenses reimbursable by us;

provided, however, that to the extent such expenses exceed the

available proceeds not deposited in the Trust Account, such expenses would not be reimbursed by us unless we consummate an initial business

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation

materials furnished to our stockholders.

However, the amount of such compensation may not be known at the time of the stockholder meeting

held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive

and director compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current

Report on Form 8-K or a periodic report, as required by the SEC.

2023 Summary Compensation Table

following table summarizes the compensation earned by or paid to our principal executive officer and our principal financial officer,

who constitute all of our executive officers, for fiscal 2023 and fiscal 2022.

We have no defined benefit or actuarial pension plan,

and no deferred compensation plan.

AND PRINCIPAL POSITION

AWARDS (1) ($)

INCENTIVE PLAN COMPENSATIONS ($)

OTHER COMPENSATION

Tapolczay Chief Executive Officer and Director

Sragovicz, Chief Financial Officer

in these columns represent the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board

Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”) for stock

awards and option awards granted in 2023.

On December 1, 2023, David Tapolczay received a stock option to purchase 298,179 shares

of Common Stock ;

and Adam Sragovicz received a restricted stock unit award covering 74,545 shares of Common Stock.

The closing price

of our common stock on the grant date was $5.51 per share.

entered into employment agreements with our named executive officers on September 22, 2023, which was the closing date of the Business

These agreements are summarized below.

September 22, 2023, we entered into an employment agreement (the “Tapolczay Employment Agreement”) with Dr.

Tapolczay, pursuant

to which he serves as our Chief Executive Officer of and a member of our board of directors.

the Tapolczay Employment Agreement, Dr.

Tapolczay is entitled to (i) an annual base salary of $550,000, and (ii) a target annual bonus

opportunity equal to 50% of his base salary, payable based on the achievement of performance objectives as determined by our board of

In addition, the Tapolczay Employment Agreement provides that Dr.

Tapolczay is entitled to receive a sign-on stock option

award to purchase 0.40% of the shares of our Common Stock pursuant to the terms of the 2023 Stock Incentive Plan, which shall vest in

equal annual installments on the first four anniversaries of the Business Combination.

Tapolczay Employment Agreement provides that if we terminate Dr.

Tapolczay’s employment other than for cause or disability, or

if he terminates his employment for good reason, in either case other than the change in control protection period (described below),

he would be entitled to receive (i) continued payment of his annual base salary for 12 months following the date of termination, (ii)

a lump sum payment of his annual cash performance bonus that had been earned by him for a completed fiscal year or other measuring period

but that had not yet been paid to him as of the date of termination, (iii) a lump sum payment equal to his then target annual bonus opportunity,

pro-rated based on the total number of days elapsed in the calendar year through the date of termination, (iv) payment or reimbursement

of the COBRA premiums for him and his eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal

to such payments or reimbursements (in either case, less the premiums he was paying for such coverage while employed), until the earliest

of (x) the last day of the applicable salary continuation period specified above, or (y) the date he becomes eligible for comparable

health insurance coverage under a subsequent employer’s group health plan;

and (v) accelerated vesting of such number of his unvested

equity awards as would have vested had he remained employed during the 12-month period following his date of termination (provided, however,

that, any equity awards that vest in whole or in part based on the attainment of performance-vesting conditions shall be governed by

the terms of the applicable award agreement).

Tapolczay Employment Agreement provides that if we terminate Dr.

Tapolczay’s employment other than for cause or disability, or

if he terminates his employment for good reason, in either case within three months prior to or 12 months after a change in control (such

period, the change in control period), he would be entitled to receive (i) continued payment of his annual base salary for 18 months

following the date of termination, (ii) a lump sum payment of his annual cash performance bonus that had been earned by him for a completed

fiscal year or other measuring period but that had not yet been paid to him as of the date of termination, (iii) a lump sum payment equal

to 150% of his then target annual bonus opportunity (without pro-ration), (iv) payment or reimbursement of the COBRA premiums for him

and his eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements

(in either case, less the premiums he was paying for such coverage while employed), until the earliest of (x) the last day of the applicable

salary continuation period specified above, or (y) the date he becomes eligible for comparable health insurance coverage under a subsequent

employer’s group health plan;

and (v) accelerated vesting of 100% of his unvested equity awards (provided, however, that, any equity

awards that vest in whole or in part based on the attainment of performance-vesting conditions shall be governed by the terms of the

applicable award agreement).

Additionally,

to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section

4999 of the Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result

in a greater net after-tax benefit to the executive than receiving the full amount of such payments.

exchange for the severance benefits described above, Dr.

Tapolczay must (i) sign and not revoke a release of claims in favor of the Company,

(ii) comply with his proprietary information and inventions assignment agreement, (iii) refrain from soliciting employees of the Company

for a period of one year after his termination of employment, and (iv) comply with the other provisions of the Tapolczay Employment Agreement.

September 22, 2023, we entered into an employment agreement (the “Sragovicz Employment Agreement”) with Adam Sragovicz, pursuant

to which he serves as our Chief Financial Officer.

the Sragovicz Employment Agreement, Mr.

Sragovicz is entitled to (i) an annual base salary of $400,000, and (ii) a target annual bonus

opportunity equal to 40% of his base salary, payable based on the achievement of performance objectives as determined by our board of

In addition, the Sragovicz Employment Agreement provides that Mr.

Sragovicz is entitled to receive a sign-on restricted stock

unit award covering 0.10% of the shares of our Common Stock pursuant to the terms of the 2023 Stock Incentive Plan, which shall vest

in equal annual installments on each of the first three anniversaries of the Business Combination.

Sragovicz Employment Agreement provides that if we terminate Mr.

Sragovicz’s employment other than for cause or disability, or

if he terminates his employment for good reason, in either case other than the change in control protection period (described below),

he would be entitled to receive (i) continued payment of his annual base salary for nine months following the date of termination, (ii)

a lump sum payment of his annual cash performance bonus that had been earned by him for a completed fiscal year or other measuring period

but that had not yet been paid to him as of the date of termination, (iii) a lump sum payment equal to his then target annual bonus opportunity,

pro-rated based on the total number of days elapsed in the calendar year through the date of termination, (iv) payment or reimbursement

of the COBRA premiums for him and his eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal

to such payments or reimbursements (in either case, less the premiums he was paying for such coverage while employed), until the earliest

of (x) the last day of the applicable salary continuation period specified above, or (y) the date he becomes eligible for comparable

health insurance coverage under a subsequent employer’s group health plan;

and (v) accelerated vesting of such number of his unvested

equity awards as would have vested had he remained employed during the nine-month period following his date of termination (provided,

however, that, any equity awards that vest in whole or in part based on the attainment of performance-vesting conditions shall be governed

by the terms of the applicable award agreement).

Sragovicz Employment Agreement provides that if we terminate Mr.

Sragovicz’s employment other than for cause or disability, or

if he terminates his employment for good reason, in either case within three months prior to or 12 months after a change in control (such

period, the change in control period), he would be entitled to receive (i) continued payment of his annual base salary for 12 months

following the date of termination, (ii) a lump sum payment of his annual cash performance bonus that had been earned by him for a completed

fiscal year or other measuring period but that had not yet been paid to him as of the date of termination, (iii) a lump sum payment equal

to 100% of his then target annual bonus opportunity (without pro-ration), (iv) payment or reimbursement of the COBRA premiums for him

and his eligible dependents, or if COBRA is not available under our group health plan, a cash amount equal to such payments or reimbursements

(in either case, less the premiums he was paying for such coverage while employed), until the earliest of (x) the last day of the applicable

salary continuation period specified above, or (y) the date he becomes eligible for comparable health insurance coverage under a subsequent

employer’s group health plan;

and (v) accelerated vesting of 100% of his unvested equity awards (provided, however, that, any equity

awards that vest in whole or in part based on the attainment of performance-vesting conditions shall be governed by the terms of the

applicable award agreement).

Additionally,

to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section

4999 of the Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result

in a greater net after-tax benefit to the executive than receiving the full amount of such payments.

exchange for the severance benefits described above, Mr.

Sragovicz must (i) sign and not revoke a release of claims in favor of the Company,

(ii) comply with his proprietary information and inventions assignment agreement, (iii) refrain from soliciting employees of the Company

for a period of one year after his termination of employment, and (iv) comply with the other provisions of the Sragovicz Employment Agreement.

Equity Awards at 2023 Fiscal Year-End

following table summarizes all of the outstanding equity-based awards held by our named executive officers as of December 31, 2023, the

end of our fiscal year.

OR STOCK AWARD GRANT DATE

OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE

OF SECURITIES UNDERLYING UNEXERCISED OPTIONS

(#) UNEXERCISABLE

INCENTIVE PLAN AWARD:

NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#)

EXERCISE PRICE ($)

EXPIRATION DATE

OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED

VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED

stock option vests as to 1/4 of the underlying shares on each of the first four anniversaries of the vesting commencement date, which

is September 22, 2023.

restricted stock unit award vests as to 1/3 of the underlying shares on each of the first three anniversaries of the vesting commencement

date, which is September 22, 2023.

by multiplying the number of restricted stock units by $4.55, the closing market price of our common stock on December 29, 2023,

the last trading day of our most recently completed fiscal year.

Stock Incentive Plan

September 20, 2023, MURF stockholders approved the Conduit Pharmaceuticals Inc.

2023 Stock Incentive Plan (the “2023 Plan”).

The 2023 Plan permits our board of directors or compensation committee to grant may grant or issue stock options, stock appreciation

rights, restricted stock, restricted stock units, performance stock units, other stock- or cash-based awards and dividend equivalents,

or any combination thereof, to officers, employees, directors or consultants of the Company.

to adjustment for stock splits or similar events, the 2023 Plan initially reserved 11,497,622 shares of Common Stock for issuance pursuant

to awards, plus an annual increase on the first day of each calendar year beginning in 2024 and ending in 2033 equal to the lesser of

(i) 5% of the shares of Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number

of shares of Common Stock as determined by our board of directors.

Company filed with the SEC a registration statement on Form S-8 covering all of the shares of Common Stock issuable under the 2023 Plan.

On January 10, 2024, the Company filed a registration statement on Form S-8 that increased the number of shares of Common Stock available

for issuance under the 2023 Plan by 3,691,476 shares.

Authorized for Issuance under Equity Compensation Plans

following table provides a summary of the securities authorized for issuance under our equity compensation plans as of December 31, 2023.

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options,

warrants and rights

of securities

remaining available for future issuance under equity compensation plans (excluding securities reflected in column

compensation plans approved by security holders

compensation plans not approved by security holders

column reflects 1,071,719 shares issuable upon the exercise of outstanding stock options and 74,545 shares issuable upon the vesting

and payment of time-based restricted stock units (“RSUs”).

the RSUs referred to in note 1 above because they have no exercise price.

following table sets forth the compensation we paid to our non-employee directors during fiscal 2023:

paid in cash ($)

incentive plan compensation

in pension value and nonqualified deferred compensation earnings

Other Compensation

Chiavacci Farley

in this column represents the aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, of option awards

granted to participating non-employee directors on December 1, 2023.

For a description of the assumptions we used to calculate these

amounts, see Note 10 to the consolidated financial statements included in this Annual Report.

As of December 31, 2023, each non-employee

director (other than Dr.

Regan, who waived his right to receive equity grants) held a stock option to purchase 65,000 shares of our

Common Stock, with an exercise price equal to $5.51 per share.

Each stock option vests as to 1/3 of the underlying shares on each

of the first three anniversaries of the vesting commencement date, which is September 22, 2023.

Program for the Board of Directors

adopted a compensation program for our board of directors, which became effective upon completion of the Business Combination.

the compensation program, the non-employee directors will receive the following annual cash retainers for their service on the board

of directors and its committees:

for each non-employee director;

for the Chairperson of the board of directors;

for the chair of the Audit Committee and $7,500 for each of the other members of that committee;

for the chair of the Compensation Committee and $5,000 for each of the other members of that committee;

for the chair of the Nominating and Corporate Governance Committee and $4,000 for each of the other members of that committee.

addition, each non-employee director who is initially elected or appointed to the board of directors on or after the completion of the

Business Combination will automatically be granted on the day of such first election or appointment a stock option to purchase 65,000

shares of our Common Stock (the “Initial Award”) (provided that the Initial Award with respect to each non-employee director

who initially is elected or appointed to the board at the closing of the Business Combination shall be granted upon the effectiveness

of the Form S-8 with respect to the our Common Stock issuable under the 2023 Stock Incentive Plan).

Each Initial Award will vest and

become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant, subject to the

non-employee director continuing in service on the board of directors through each such vesting date.

non-employee director who is serving on the board of directors as of the date of any annual meeting after the effective date of the new

program, and who will continue to serve as a non-employee director immediately following such meeting, will automatically be granted

on the date of such annual meeting a stock option to purchase 32,500 shares of our Common Stock, which amount is pro-rated for new directors

to reflect their service since the last annual meeting (the “Annual Award”).

Each Annual Award will vest and become exercisable

on the earlier of (i) the first anniversary of the date of grant, or (ii) the date immediately prior to the next annual meeting of the

Company’s stockholders following the date of grant, subject to the non-employee director continuing in service on the board of

directors through such vesting date.

a change in control, all outstanding equity awards that are held by a non-employee director shall become fully vested and exercisable.

Board members who are also employees of the Company, such as Dr.

Tapolczay and Mr.

Bligh, are not eligible to participate in the non-employee

director compensation program described above and did not receive any compensation for service on the board of directors.

Moreover, Dr.

Regan waived his right to receive equity awards under the program.

2023 Plan provides that the sum of the grant date fair value of all equity-based awards and the maximum amount of cash that may become

payable to any individual for services as a non-employee director during any calendar year may not exceed $750,000, increased to $1,000,000

in the calendar year of a non-employee director’s initial service as a non-employee director.

The plan administrator may make exceptions

to this limit for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion,

provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation

or in other contemporaneous compensation decisions involving non-employee directors.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth information regarding the beneficial ownership of our common stock as of March 27, 2023, based on information

obtained from the persons named below, with respect to the beneficial ownership of shares, by:

person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

of our executive officers and directors that beneficially owns shares of our common stock;

our executive officers and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares

of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the placement units

as the warrants included within the placement units are not exercisable and are not convertible within 60 days of the date of this annual

November 16, 2021, Murphy Canyon Acquisition Sponsor, LLC, our sponsor, purchased 4,312,500 founder shares for an aggregate purchase

price of $25,000, or approximately $0.006 per share.

On January 26, 2022, the sponsor surrendered and forfeited 1,006,250 founder shares

for no consideration, following which the sponsor holds 3,306,250 founder shares, or approximately $0.008 per share.

Our Sponsor has

agreed to transfer, but has not yet transferred, an aggregate of 45,000 placement units (15,000 each) to each of our three independent

following table presents the number of shares and percentage of our common stock beneficially owned as of March 27, 2023, by each person,

or group of persons, known to us who beneficially owns more than 5% of our capital stock, each named executive officer, each of our directors

and all directors and executive officers as a group.

A Common Stock

B Common Stock (2)

following table sets forth beneficial ownership of the Company’s Common Stock as of April 16, 2024 by:

person known to be the beneficial owner of more than 5% of the outstanding Common Stock of the Company;

of the Company’s executive officers and directors;

of the Company’s current executive officers and directors as a group.

ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security

if he, she or it possesses sole or shared voting or investment power over that security.

Under those rules, beneficial ownership includes

securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting

of restricted stock units, within 60 days of April 16, 2024.

Shares subject to warrants or options that are currently exercisable or

exercisable within 60 days of April 16, 2024 or subject to restricted stock units that vest within 60 days of April 16, 2024 are considered

outstanding and beneficially owned by the person holding such warrants, options, or restricted stock units for the purpose of computing

the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any

other person.

as noted by footnote, and subject to community property laws where applicable, based on the information provided to the Company, the

persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially

owned by them.

Unless otherwise indicated, the business address of each beneficial owner listed in the table below is c/o Conduit Pharmaceuticals

Inc., 4995 Murphy Canyon Road, Suite 300, San Diego, California 92123.

beneficial ownership of our Common Stock is based on 73,829,536 shares of Common Stock issued and outstanding as of April 16, 2024, which

number excludes the shares of Common Stock issuable upon exercise of the warrants.

Unless otherwise indicated, we believe that all persons

named in the table have sole voting and investment power with respect to all of the shares shown to be beneficially owned by them.

and Address of Beneficial Owner

of Shares Beneficially Owned

Adam Sragovicz

Francis Knuettel II (3)

Chele Chiavacci Farley (3)

Richard Feinberg (3)

All directors and executive officers as a group

(six individuals)

Murphy Canyon Acquisition Sponsor, LLC

Shaolin Capital Management, LLC (4)

MMCAP International Inc.

Hudson Bay Capital Management LP (6)

Polar Asset Management Partners Inc.

Represents less than 1%.

otherwise noted, the business address of each of the entities or individuals listed above is c/o Murphy Canyon Acquisitions Corp.,

4995 Murphy Canyon Road, Suite 300, San Diego, CA 92123

securities held by Murphy Canyon Acquisition Sponsor, LLC, our sponsor, of which Jack K.

Heilbron is the managing member.

all securities held by our sponsor may ultimately be deemed to be beneficially held by Mr.

Heilbron disclaims beneficial

ownership of the reported shares other than to the extent of his ultimate pecuniary interest.

have agreed to transfer 15,000 placement units, consisting of one share of common stock and one warrant, to each of our independent

As of March 27, 2023 these units have not been transferred.

on a Schedule 13D filed on February 16, 2023.

The securities owned by this shareholder are

held directly by (i) Shaolin Capital Partners Master Fund, LTD, a Cayman Islands exempted

company, to which Shaolin Capital Management LLC, a Delaware limited liability company, (the

“Investment Manager”) serves as the investment manager and (ii) an sub-accounts

(the “Managed Accounts”) to which the Investment Manager serves as sub-advisor.

The business address of this shareholder is 230 NW 24th Street Suite 603 Miami, Florida 33133.

on a Schedule 13G/A filed on February 14, 2023.

The business address of this shareholder

is c/o Mourant Governance Services (Cayman) Limited.

on a Schedule 13G filed on February 10, 2023.

The business address of this shareholder is

28 Havemeyer Place, 2nd Floor, Greenwich, Connecticut 06830.

on a Schedule 13G filed on February 10, 2023.

The securities owned by this shareholder are

held directly by Polar Multi-Strategy Master Fund.

The business address of this shareholder

is 16 York Street, Suite 2900, Toronto, Ontario, Canada M5J 0E6.

Voting Power*

and executive officers

Chiavacci Farley

45,593,799 (3)

2,301,503 (7)

directors and executive officers as a group (8 individuals)

5% beneficial owners

Capital Limited

45,593,799 (3)

Canyon Acquisition Sponsor, LLC (4)

George Street Capital (5)

beneficial ownership of less than 1%.

of (i) 75,000 shares of Common Stock, and (ii) warrants to purchase 15,000 shares of Common Stock.

of 2,520,311 shares of Common Stock of which 2,003,324 were issued to Intelmed LLC, of which Dr.

Lewis-Hall is the Managing Director

and 516,987 shares of Common Stock received by Mr.

Emerson Hall, Jr., Dr.

Lewis-Hall’s spouse.

By virtue of this relationship

with both Intelmed LLC and her spouse, Dr.

Lewis-Hall may be deemed to share beneficial ownership of the securities held of record

by Intelmed LLC and Mr.

Emerson Hall, Jr.

Lewis-Hall disclaims any such beneficial ownership except to the extent of her pecuniary

interest therein.

The business address of Intelmed LLC is 11421 Golden Eagle Court Naples, Florida 34120.

of (i) 66,650 shares of Common Stock held directly by Dr.

Regan, (ii) 31,148,454 shares of Common Stock held by Corvus Capital

Limited, and (iii) 14,378,695 shares of Common Stock held by Algo Holdings, Inc.

Regan is the Chief Executive Officer of Corvus

Capital Limited and Algo Holdings, Inc.

is a wholly owned subsidiary of Corvus Capital Limited.

By virtue of this relationship, Dr.

Regan may be deemed to share beneficial ownership of the securities held of record by Corvus Capital Limited and Algo Holdings, Inc.

Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

Certain of the shares

identified may, in certain circumstances, be subject to transfer to Nirland Limited.

The business address of Corvus Capital Limited

is Floor 2, Willow House, Cricket Square PO Box 709 Grand Cayman KY1-1107, Cayman Islands.

to a Schedule 13D/A filing made with the SEC on September 29, 2023, Murphy Canyon Acquisition Sponsor LLC (the “Sponsor”)

is controlled by its sole and managing member NetREIT Advisors LLC (“NetREIT”).

Jack Heilbron is the President of NetREIT

and accordingly may be deemed to have beneficial ownership of securities reported herein.

Heilbron disclaims any ownership of

securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

address of the Sponsor is 4995 Murphy Canyon Road, Suite 300, San Diego, California 92123

to a Schedule 13G filing made with the SEC on September 29, 2023, St George Street Capital is charitable foundation organized under

the laws of England and Wales.

Tapolczay, is a Trustee of St George Street Capital but disclaims any such beneficial

ownership except to the extent of his pecuniary interest.

The business address of St George Street Capital is Bates Wells Braithwaite,

10 Queen Street Place, London, United Kingdom EC4R 1BE.

of shares of Common Stock was communicated to the Company by Nirland Limited, and includes

the shares of Common Stock and the warrants issued in the PIPE Financing.

In addition, according

to a Schedule 13G filing made with the SEC on October 2, 2023 (the “Nirland Schedule

13G”), 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.

to the Nirland Schedule 13G, the shares of Common Stock then beneficially owned included (i) 2,000,000 shares of Common Stock sold

pursuant to that certain Subscription Agreement, dated September 22, 2023, filed as Exhibit 10.1 to the Company’s Current Report

on Form 8-K filed with the SEC on September 13, 2023;

(ii) 2,000,000 shares of Common Stock 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 Company’s Current Report

on Form 8-K filed with the SEC on September 13, 2023, issued by the Company in favor of 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, which may be exercised at

any time beginning 30 days after the completion of the Business Combination;

and (iii) 2,520,311 shares of Common Stock purchased

by Nirland Limited from St George Street Capital Limited, a limited liability company incorporated under the laws of the United Kingdom,

pursuant to that certain share purchase agreement, dated as of September 22, 2023.

Nirland may have a right to receive, in certain circumstances, certain

shares of Common Stock beneficially owned by Corvus Capital.

Nirland Schedule 13G reported that the address the business office of each of Nirland Limited, Stockton Limited, The Rowland Master

Trust, and Dovet Limited is The Old Stables, Rue a l’Or, St Peter Port, GY1 1QG, Guernsey.

2,003,324 shares received pursuant to the Agreement and Plan of Merger, dated as of November 8, 2022 and as amended on January 27,

2023 and May 11, 2023, by and among the Company, Conduit and the Merger Sub, and 298,179 options to purchase shares of Common Stock

that were granted on December 1, 2023.

Certain Relationships and Related Transactions, and Director Independence

November 16, 2021, Murphy Canyon Acquisition Sponsor, LLC, our sponsor, purchased 4,312,500 founder shares for an aggregate purchase

price of $25,000, or approximately $0.006 per share.

On January 26, 2022, the sponsor surrendered and forfeited 1,006,250 Founder Shares

for no consideration, following which the sponsor holds 3,306,250 founder shares at approximately $0.008 per share.

The founder shares

(including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned

or sold by the holder.

February 7, 2022, our sponsor was issued an aggregate of 754,000 placement units at a price of $10.00 per unit for an aggregate purchase

price of $7,540,000.

Our Sponsor has agreed to transfer, but has not yet transferred, an aggregate of 45,000 placement units (15,000

each) to each of our three independent directors following our initial public offering.

There will be no redemption rights or liquidating

distributions from the Trust Account with respect to the founder shares or placement units, which will expire worthless if we do not

consummate a business combination within 12 months from the consummation of our initial public offering (or up to February 7, 2024 at

the election of the Company subject to satisfaction of certain conditions).

February 2, 2022, we have agreed to pay Murphy Canyon Management Group, Inc., an affiliate of our sponsor, a total of $10,000 per month

for office space, utilities and secretarial and administrative support.

Upon completion of our initial business combination or our liquidation,

we will cease paying these monthly fees.

compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan,

will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, or in connection

with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our

behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee

will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will

determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket

expenses incurred by such persons in connection with activities on our behalf.

to the closing of our initial public offering, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses

of the offering.

These loans were non-interest bearing, unsecured and were repaid upon the closing of the initial public offering.

loan was paid in full upon our initial public officer and had a zero balance as of December 31, 2022.

On March 7, 2023 our sponsor loaned

us $300,000 to be used to fund the trust account and for our operating expenses, and may lend up to $1,500,000 in total.

are non-interest bearing, unsecured and will be repayable in full upon the earlier of (i) the date on which we consummate our initial

business combination and (ii) the date that our winding up is effective.

addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate

of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis

as may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial

business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned

amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into

units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.

The units would

be identical to the placement units.

Other than as described above, the terms of such loans by our officers and directors, if any, have

not been determined and no written agreements exist with respect to such loans.

have not and do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third

parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender

offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will

be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial

business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director

compensation.

holders of the founder shares, placement units, and warrants that may be issued upon conversion of working capital loans (and in each

case holders of the underlying shares of common stock) have registration rights to require us to register a sale of any of our securities

held by them pursuant to a registration rights agreement.

These holders will be entitled to make up to three demands, excluding short

form registration demands, that we register such securities for sale under the Securities Act.

In addition, these holders will have “piggy-back”

registration rights to include their securities in other registration statements filed by us.

have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification

provided for in our amended and restated certificate of incorporation.

We have purchased a policy of directors’ and officers’

liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some

circumstances and insures us against our obligations to indemnify our officers and directors.

have not yet adopted a formal policy for the review, approval or ratification of related party transactions.

Accordingly, the transactions

discussed above were not reviewed, approved or ratified in accordance with any such policy.

Code of Ethics us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board

of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our code of ethics,

conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee

of indebtedness) involving the company.

Our conflict of interest policy provides that a committee of independent members of the board

of directors may, among other things, cause any officer or director who has a direct or indirect interest in a transaction to recuse

him or herself from the consideration of such transaction and, to the extent necessary, the committee may retain appropriately qualified,

non-conflicted personnel to advise the company in connection with such transaction.

A form of the code of ethics is filed as an exhibit

to our registration statement for the initial public offering, which was declared effective on February 2, 2022.

addition, our audit committee is responsible for reviewing and approving related party transactions to the extent that we enter into

such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is

present will be required in order to approve a related party transaction.

A majority of the members of the entire audit committee will

constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to

approve a related party transaction.

A form of the audit committee charter is filed as an exhibit to the final prospectus included in

the registration statement for our initial public offering declared effective on February 2, 2022.

We also require each of our directors

and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party

transactions.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a

conflict of interest on the part of a director, employee or officer.

further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated

with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination

is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements, consulting fee, monies in

respect of any payment of a loan or other compensation will be paid by us to our sponsor, officers or directors or any affiliate of our

sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to

effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, the following

payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds

of our initial public offering held in the Trust Account prior to the completion of our initial business combination:

of up to an aggregate of $1,500,000 in loans made to us by our sponsor to cover funding the Trust Account in connection with extending

our business combination termination date and to cover our operating expenses;

to Murphy Canyon Management Group, Inc., an affiliate of our sponsor, of $10,000 per month, potentially through February 7, 2024,

for office space, utilities and secretarial and administrative support;

Reimbursement

for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors

to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described

above) have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000 of such loans

may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business

The units would be identical to the placement units.

audit committee has reviewed on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates

during the year ended December 31, 2022.

listing standards require that a majority of our board of directors be independent.

An “independent director” is defined

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment

in carrying out the responsibilities of a director.

Our board of directors has determined that Francis Knuettel II, Chele Farley, and

Feinberg are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

independent directors have regularly scheduled meetings at which only independent directors are present.

addition to the compensation arrangements with directors and executive officers described under the sections titled “Executive

Compensation” and “Management,” the following is a description of each transaction since January 1, 2022, and each

currently proposed transaction, in which:

have been or are to be a participant;

amount involved exceeds or will exceed $120,000;

of our directors, executive officers, or beneficial holders of more than 5% of our capital stock, or any immediate family member

of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or

indirect material interest.

and Procedures for Related Party Transactions

board of directors adopted a policy, at the closing of the Business Combination, with respect to the review, approval, and ratification

of related party transactions.

Under the policy, the audit committee of the board of directors is responsible for reviewing and approving

related party transactions.

In the course of its review and approval of related party transactions, the audit committee will consider

the relevant facts and circumstances to decide whether to approve such transactions.

In particular, the policy requires the audit committee

to consider, among other factors it deems appropriate:

the transaction was undertaken in the ordinary course of business of the Company;

the related party transaction was initiated by the Company, a subsidiary, or the related party;

the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms

that could have been reached with an unrelated third party;

purpose of, and the potential benefits to the Company of, the related party transaction;

the approximate dollar value of the amount involved in the related party transaction, particularly as it relates to the related party;

related party’s interest in the related party transaction;

the related party transaction would impair the independence of an otherwise independent director;

other information regarding the related party transaction or the related party that would be material to investors in light of the

circumstances of the particular transaction

audit committee may approve the related party transaction only if the audit committee determines in good faith that, under all of the

circumstances, the transaction is in the best interests of the Company and its stockholders.

November 16, 2021, the Sponsor, Murphy Canyon Acquisition Sponsor LLC, previously an affiliate of MURF, purchased an aggregate of 4,312,500

shares of Common Stock for the aggregate price of $25,000 (the “Founder Shares”).

The Founder Shares included an aggregate

of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised

in full or in part, or 1,006,250 shares if the underwriters’ over-allotment was exercised in full, so that the Sponsor would collectively

own 20% of the Company’s issued and outstanding shares after the IPO (assuming that, in the IPO, the Sponsor only purchased Class

A common stock consisting of (i) the Founder Shares and (ii) the 754,000 shares of Class A common stock included in the units purchased

by the Sponsor in connection with the IPO (together, the “Private Shares”).

As a result of the underwriters’ election

to exercise their over-allotment option, on January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 Founder Shares.

such forfeiture, the Sponsor held 3,306,250 Founder Shares.

Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to

(A) six months after the completion of our initial business combination, and (B) subsequent to the initial business combination

if we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our public stockholders having

the right to exchange their public shares for cash, securities or other property.

Notwithstanding the foregoing, the Sponsor shall have

the right to transfer its ownership in the Founder Shares at any time to the extent that it determines, in good faith, that such transfer

is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act

Contemporaneously

with the closing of the IPO and the exercise of the overallotment option, the Sponsor purchased an aggregate of 754,000 private units

of MURF in a private placement at a price of $10.00 per private unit.

Each private unit consists of one Private Share and one Private

Warrant (the “Private Warrant”).

The private units are identical to the units sold in the IPO except that the (a) the placement

units and their component securities will not be transferable, assignable or saleable until October 22, 2023 except to permitted transferees

and (b) the warrants and rights included as a component of the placement units, so long as they are held by the Sponsor or its permitted

transferees, will be entitled to registration rights, respectively.

Additionally, the warrants underlying the placement units contain

a cashless exercise provision and shall be non-redeemable while held by the initial purchasers thereof or their permitted assignees.

The Sponsor had agreed not to transfer, assign or sell any of the private units and underlying securities (except in connection with

the same limited exceptions that the Private Shares may be transferred as described above) until after the Business Combination.

In connection

with completion of the Business Combination, the Sponsor transferred 45,000 placement units (15,000 each) to each of Messrs.

and Feinberg, former Directors of MURF, and Ms.

Chiavacci Farley, former Director of MURF and current Director of Conduit.

Note to Sponsor

November 4, 2021, the Sponsor issued an unsecured promissory note to the Company pursuant to which the Company could borrow up to an

aggregate principal amount of $300,000.

The promissory note was non-interest bearing and payable on the earlier of (i) the date on the

Company consummates an initial public offering of its securities, or (ii) the date the Company determines not to conduct an initial public

offering of its securities.

As of December 31, 2021, there was $177,057 outstanding under the promissory note.

The balance of the promissory

note was paid in full and terminated on February 10, 2022.

Administrative

Services Agreement

Company entered into an agreement whereby, starting February 2, 2022, through December 2023, the Company paid Murphy Canyon Management

Group, Inc., an affiliate of the Sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative

For the period from February 2, 2022 through December 31, 2023, the Company incurred and paid $230,000 for these services and

continues to contract for these services to the present date.

Support Agreement

with the execution of the Merger Agreement, the Company entered into a support agreement with the Sponsor pursuant to which the Sponsor

agreed to, among other things, vote all of the shares of MURF common stock legally and beneficially owned by it in favor of the Business

On September 20, 2023, the Sponsor voted all of the shares of MURF common stock then legally and beneficially owned by it

in favor of the Business Combination.

Subscription Agreement

September 2023, concurrently with the completion of the Business Combination, pursuant to the PIPE Subscription Agreement (the “PIPE

Subscription Agreement “) for an aggregate purchase price of $20.0 million, the Company issued an aggregate of 2,000,000 shares

of the Company’s Common Stock and PIPE Warrants (the “PIPE Warrants”) to purchase 2,000,000 shares of Company Common

In conjunction with the execution of the PIPE Subscription Agreement, Corvus Capital and its affiliates entered into a participation and inducement agreement with the Private Placement Investor whereby Corvus agreed to provide certain payments and economic benefits to such investor in the event Corvus Capital sold or pledged in a debt transaction any of the shares it was receiving in the Business Combination.

In certain circumstances, such investor may have a right to cause Corvus Capital to transfer certain of its shares to such investor.

PIPE Subscription Agreement contains registration rights, pursuant to which within 15 business days after the closing of the PIPE Financing,

the Company was required to use reasonable best efforts to file with the SEC a registration statement registering the resale of shares

of the Company’s common stock.

On October 17, 2023, the Company filed a registration statement on Form S-1 (SEC File No.

to satisfy that contractual requirement, which registration statement was declared effective by the SEC on December 15, 2023.

PIPE Warrants are exercisable until September 22, 2028 (five years after the completion of the Business Combination) and have an exercise

price of $11.50 per share, subject to adjustment as set forth in the PIPE Warrants for stock splits, stock dividends, recapitalizations

and similar customary adjustments.

The Private Placement Investor may exercise each PIPE Warrant on a cashless basis if the shares underlying

the PIPE Warrants are not then registered for resale pursuant to an effective registration statement.

Company common stock and PIPE Warrants to purchase Company common stock issued pursuant to the PIPE Subscription Agreement were not registered

under the Securities Act, and were issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and/or

Regulation D promulgated thereunder.

Agreement with Jack K.

Heilbron, who served as the MURF’s Chief Executive Officer, President, and Chairman of the board of directors until September

22, 2023, has entered into a Consulting Agreement with the Company, which became effective upon the closing of the Business Combination.

The Consulting Agreement provides that Mr.

Heilbron will provide advisory and consulting services from time to time to the Company until

September 22, 2024.

Pursuant to the terms of the Consulting Agreement, Mr.

Heilbron is entitled to rights as an observer to the Company’s

board of directors.

Heilbron is entitled to be paid $25,000 per calendar quarter for his consulting services and is also entitled

to a stock option to purchase the number of shares of Common Stock determined by dividing (i) $300,000, by (ii) the per share Black-Scholes

valuation as of the grant date, utilizing the same assumptions used in preparation of the financial statements, with the resulting quotient

rounded down to the nearest whole share.

Pursuant to the Consulting Agreement, as of December 31, 2023, and subsequent agreement between

the parties, the Company has paid Mr.

Heilbron approximately $27,500 and granted Mr.

Heilbron stock options to purchase 30,000 shares

of the Company’s common stock.

Support Agreements

with the execution of the Merger Agreement, MURF, Old Conduit, and certain shareholders of Old Conduit (the “Old Conduit Shareholders”)

entered into a certain shareholder support agreement dated November 8, 2022, pursuant to which the Old Conduit Shareholders agreed to

vote all Old Conduit shares beneficially owned by them, including any additional shares of Old Conduit they acquire ownership of or the

power to vote, in favor of the Business Combination and related transactions.

Under the support agreements, each Old Conduit Shareholder

also agreed that, prior to the termination of the applicable support agreement, such Old Conduit Shareholder would not transfer or otherwise

enter into any agreement or understanding with respect to a transfer relating to any shares of Old Conduit owned by such shareholder.

The support agreements automatically terminated on September 22, 2023.

Conduit Shareholder Lockup Agreements

the Merger Agreement, as a condition to receiving Common Stock of the Company after the closing of the Business Combination in respect

of their Old Conduit shares, certain shareholders of Old Conduit executed lockup agreements pursuant to which such shareholders agreed

not to sell, transfer or take certain other actions with respect to such shares of our Common Stock for a period of 180 days after the

closing of the Business Combination, subject to certain customary exceptions.

with Corvus Capital Limited

Capital Limited (“Corvus Capital”) received 31,148,454 shares of our common stock, pursuant to the terms of the Merger Agreement,

following the completion of the Business Combination.

As of December 31, 2023, Corvus Capital owns 31,148,454 shares of our Common Stock

directly and 14,378,695 shares of our Common Stock through its wholly-owned subsidiary Algo Holdings, Inc., or in the aggregate approximately

61.7% of the outstanding shares of our Common Stock.

Andrew Regan, the Chief Executive Officer of Corvus Capital, is also a member

of our board of directors and received director fees of $842,081 during the year ended December 31, 2023.

Letter Agreement

the year ended December 31, 2021, Old Conduit incurred $1.6 million (£1.3 million) in advisory fees for funding and review of potential

acquisition candidates to Corvus Capital.

For the year ended December 31, 2022, Conduit incurred director’s fees payable to Dr.

Regan of approximately £120,000.

Convertible Loan Note Instrument

November 1, 2022, Old Conduit approved a master Convertible Loan Note Instrument (the “2022 Convertible Loan Note Instrument”),

permitting Old Conduit to issue convertible notes payable for a maximum aggregate principal amount of up to $3.3 million (£3.0

Under the terms of the 2022 Convertible Loan Note Instrument, Old Conduit issued convertible notes payable with an aggregate

principal amount of $0.2 million (£0.2 million) and $0.3 million (£0.3 million) to Dr.

Regan during January 2023, and February

2023, respectively.

convertible notes payable issuable under the 2022 Convertible Loan Note Instrument were to mature three years after issuance to the respective

noteholders and bore 5% interest, only to be paid to the noteholders in the event of a material breach by Old Conduit of the terms of

the 2022 Convertible Loan Note Instrument.

In the event of a Change of Control (as defined in the 2022 Convertible Loan Note Instrument),

the convertible notes payable issued under the 2022 Convertible Loan Note Instrument were to automatically convert into ordinary shares

of Old Conduit at a conversion price equal to a 20% discount to the price per share paid for the most senior class of shares in respect

of such Change of Control.

Old Conduit, with consent from the noteholders, could prepay the convertible notes payable issued under the

2022 Convertible Loan Note Instrument without penalty.

The convertible notes payable issued under the 2022 Convertible Loan Note Instrument

were general, unsecured obligations of Old Conduit.

completion of the Business Combination, the convertible notes payable under the 2022 Convertible Loan Note Instrument were converted

into an aggregate of 376,650 shares of Common Stock, which amount includes 66,650 shares of Common Stock issued to Dr.

Regan for convertible

notes payable to him under the 2022 Convertible Loan Note Instrument.

Funding Agreement with St George Street Capital

George Street received 4,749,816 shares of our common stock, pursuant to the terms of the Merger Agreement, following the completion

of the Business Combination.

As of December 31, 2023, St George Street owns 4,749,816 shares of our Common Stock, or approximately 6.4%

of the outstanding shares of our Common Stock.

David Tapolczay, the former Chief Executive Officer of St George Street until September

21, 2023, is also our Chief Executive Officer and a member of our board of directors.

March 26, 2021, Old Conduit entered into the Exclusive Funding Agreement (“Global Funding Agreement”) with St George Street.

Under the Global Funding Agreement, Old Conduit has the exclusive first right, but not the obligation, to provide or procure funding

for the performance drug discovery and/or development project that St George Street wishes to undertake.

The Global Funding Agreement

entitles Old Conduit to 100% of the net revenue on projects that Conduit funds by itself.

For additional information regarding the Global

Funding Agreement and related agreements, see the “Item 1.

Business — Strategic Alliances and Arrangements — Global

Funding Agreement – St George Street” section of this Annual Report.

A.G.P./Alliance

Global Partners

A.G.P./Alliance

Global Partners (“A.G.P.”) was a financial advisor to both the Company and Old Conduit in connection with the Business Combination

Upon the completion of the Business Combination, A.G.P.:

(i) received a cash fee of $6,500,000, 1,300,000 shares of Common

Stock, and warrants to purchase 54,000 shares of Common Stock at an exercise price of $11.00 per share pursuant to its engagement agreement

with Old Conduit entered into on August 2, 2022, and (ii) agreed to defer payment, to be paid in the future under certain circumstances

by a date no later than March 21, 2025, of $5,737,500 of fees as a result of its engagement for the IPO.

There can be no assurance that

the fact that A.G.P.

acted as the financial advisor to both parties to the Business Combination did not impact the advice that A.G.P.

delivered to either or both parties, or that certain terms of the Business Combination were not impacted by the potential conflict of

of the individuals that serve as members of our board of directors since completion of the Business Combination have relationships with

MURF, Old Conduit, and/or one of their respective stockholders.

Freda Lewis-Hall, the Chairperson of our board of directors, was

an indirect shareholder of Conduit and indirectly received 2,003,324 shares of our Common Stock upon completion of the Business Combination.

David Tapolczay, our Chief Executive Officer and a member of our board of directors, was a shareholder of Old Conduit and received

2,003,324 shares of our Common Stock upon completion of the Business Combination.

Tapolczay is also a director of Old Conduit and

he was previously the Chief Executive Officer of St George Street until September 2023.

Andrew Regan, a member of our board of directors,

is a director of Old Conduit and received 66,650 shares of our Common Stock upon completion of the Business Combination.

a member of our board of directors, was an employee of Old Conduit and currently serves as a member of its board of directors.

Charles, a member of our board of directors, is a partner at Thompson Hine LLP, a law firm that provides legal services to us.

Principal Accountant Fees and Services

3 unchanged sentences

The aggregate fees billed by Marcum for professional

services rendered for the audit of our annual financial statements, initial public offering balance sheet audit, and other required filings

with the SEC for the year ended December 31, 2022 totaled approximately $77,250.

For the period from October 19, 2021 (inception) through

December 31, 2021, we paid Marcum audit fees totaling approximately $45,000.

The above amounts include interim procedures and audit fees,

as well as attendance at audit committee meetings.

services rendered for the audit of our annual financial statements.

for the year ended December 31, 2023 totaled approximately $254,800,

and for the year ended December 31, 2022 totaled approximately $133,900.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation.

of the audit or review of our financial statements and are not reported under “Audit Fees.” Audit related fees primarily include review of regulatory documents filed

with the SEC and consents.

We paid Marcum for audit-related fees for the year ended December 31, 2023 totaling

approximately $62,387.

We did not pay Marcum for audit-related fees for the period from October 19, 2021 (inception) through December

We paid Marcum for tax planning and tax advice for the year ended December 31, 2022 totaling $8,755.

We did not pay Marcum

for tax planning and tax advice for the period from October 19, 2021 (inception) through December 31, 2021.

We did not pay Marcum for other services for year ended December 31, 2022.

We did not pay Marcum for other services for

the period from October 19, 2021 (inception) through December 31, 2021.

approximately $303,925, and for the year ended December 31, 2022 totaling approximately $66,950.

We did not pay Marcum for tax planning and tax advice for the years ended December 31, 2023 and December 31, 2022.

We did not pay Marcum for other services for the years ended December 31, 2022 or December 31, 2023.

audit committee was formed upon the consummation of our initial public offering.

8 unchanged sentences

following documents are filed as part of this report:

See “Index to Financial Statements” in Part II, Item 8 of this annual report on Form 10-K.

(see “Financial Statements and Supplementary Data” at Item 8 and incorporated herein by reference).

Statement Schedule:

Not applicable.

The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-K.

Underwriting Agreement (filed as Exhibit 1.1 to the Current Report on Form 8-K filed February 8, 2022) and incorporated herein by reference)

Merger Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Amendment to Merger Agreement dated as of January 18, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on January 30, 2023, and incorporated herein by reference)

Certificate of Incorporation (filed as Exhibit 3.1 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Amendment to the Amended and Restated Certificate of Incorporation of Murphy Canyon Acquisition Corp.

(filed as Exhibit 3.1 to the Current Report on Form 8-K filed on February 3, 2023, and incorporated herein by reference)

By Laws (filed as Exhibit 3.3 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Specimen Unit Certificate (filed as Exhibit 4.1 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Specimen Common Stock Certificate (filed as Exhibit 4.2 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Specimen Warrant Certificate (filed as Exhibit 4.3 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Warrant Agreement between Vstock Transfer, LLC and the Company (filed as Exhibit 4.1 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Form of Warrant (filed as Exhibit 4.1 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Amended Form of Warrant (filed as Exhibit 4.1 to the Current Report on Form 8-K filed on January 30, 2023, and incorporated herein by reference)

Description of Registered Securities

Letter Agreement, dated February 2, 2022, among the Company, Murphy Canyon Acquisition Sponsor, LLC and each of the executive officers and directors of the Company (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Promissory Note, dated November 4, 2021, issued to Murphy Canyon Acquisition Sponsor, LLC (filed as Exhibit 10.2 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Investment Management Trust Agreement, dated December 2, 2022, between the Company and Wilmington Trust Company (filed as Exhibit 10.2 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Registration Rights Agreement, dated December 2, 2022, among the Company and certain securityholders (filed as Exhibit 10.3 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Securities Subscription Agreement, dated November 4, 2021, between the Company and Murphy Canyon Acquisition Sponsor, LLC.

(filed as Exhibit 10.5 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Placement Unit Purchase Agreement, dated December 2, 2022, between the Company and Murphy Canyon Acquisition Sponsor, LLC (filed as Exhibit 10.4 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Form of Indemnity Agreement (filed as Exhibit 10.7 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Administrative Support Agreement, dated January 31, 2022, by and between the Company and Murphy Canyon Management Group, Inc.

(filed as Exhibit 10.6 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Form of Subscription Agreement (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Form of Lock-Up Agreement (filed as Exhibit 10.2 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Sponsor Support Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp.

and each of the Persons set forth on Schedule I attached thereto (filed as Exhibit 10.3 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Shareholder Support Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Pharmaceuticals Limited and each of the Persons set forth on Schedule I attached thereto.

(filed as Exhibit 10.4 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Amendment to Subscription Agreement (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 30, 2023, and incorporated herein by reference)

Amendment No.

1 to Investment Management Trust Agreement

Form of Code of Ethics (filed as Exhibit 14.1 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C.

(Schedules to the Financial Statements have been omitted because the information required to be set forth therein

is not applicable or is shown in the accompanying Financial Statements or notes thereto).

The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Annual Report on Form 10-K.

and Plan of Merger Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Annex A-1 to the Registrant’s Proxy Statement/Prospectus filed on August 11,

2023, and incorporated herein by reference).

to Agreement and Plan of Merger dated as of January 27, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Annex A-2 to the Registrant’s Proxy Statement/Prospectus filed on August 11,

2023, and incorporated herein by reference).

Amendment to Agreement and Plan of Merger dated as of May 11, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger

and Conduit Pharmaceuticals Limited (filed as Annex A-3 to the Registrant’s Proxy Statement/Prospectus filed on August

11, 2023, and incorporated herein by reference).

Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report

on Form 8-K filed on September 29, 2023, and incorporated herein by reference).

and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on September

29, 2023, and incorporated herein by reference).

of Registered Securities

Agreement, dated February 2, 2022, among Murphy Canyon Acquisition Corp., Murphy Canyon Acquisition Sponsor, LLC, and each of the

executive officers and directors of Murphy Canyon Acquisition Corp.

(filed as Exhibit 10.1 to the Registrant’s Current Report

on Form 8-K filed on February 8, 2022, and incorporated herein by reference).

Agreement (filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed February 8, 2022, and incorporated herein

by reference).

Note, dated November 4, 2021, issued to Murphy Canyon Acquisition Sponsor, LLC, by Murphy Canyon Acquisition Corp.

(filed as Exhibit

10.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-262036) filed on January 6, 2022, and incorporated

herein by reference).

Management Trust Agreement, dated February 2, 2022, between Murphy Canyon Acquisition Corp.

and Wilmington Trust Company (filed as

Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 2, 2022, and incorporated herein by reference).

Rights Agreement, dated February 2, 2022, among Murphy Canyon Acquisition Corp.

and certain securityholders (filed as Exhibit 10.3

to the Registrant’s Current Report on Form 8-K filed on February 2, 2022, and incorporated herein by reference)

Subscription Agreement, dated November 4, 2021, between Murphy Canyon Acquisition Corp.

and Murphy Canyon Acquisition Sponsor, LLC

(filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No.

333-262036) filed on January 6, 2022,

and incorporated herein by reference).

Unit Purchase Agreement, dated February 2, 2022, between Murphy Canyon Acquisition Corp.

and Murphy Canyon Acquisition Sponsor, LLC

(filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on February 8, 2022, and incorporated herein by

of Conduit Pharmaceuticals Inc.

Indemnity Agreement (filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed

on September 29, 2023, and incorporated herein by reference).

Administrative

Support Agreement, dated February 2, 2022, by and between Murphy Canyon Acquisition Corp.

and Murphy Canyon Management Group, Inc.

(filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on February 8, 2022, and incorporated herein by

of Lock-Up Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 14, 2022, and

incorporated herein by reference).

Support Agreement, dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp.

and each of the Persons set forth on

Schedule I attached thereto (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 14, 2022,

and incorporated herein by reference).

Support Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Pharmaceuticals Limited and

each of the Persons set forth on Schedule I attached thereto (filed as Exhibit 10.4 to the Registrant’s Current Report on Form

8-K filed November 14, 2022, and incorporated herein by reference).

of Amended and Restated Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 30, 2023,

and incorporated herein by reference).

of Note, issued March 7, 2023, by and between Murphy Canyon Acquisition Corp.

and Murphy Canyon Acquisition Sponsor, LLC (filed as

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 7, 2023, and incorporated herein by reference).

of Subscription Agreement between Murphy Canyon Acquisition Corp.

and the investor named therein (filed as Exhibit 10.1 to the Registrant’s

Current Report on Form 8-K filed on September 13, 2023, and incorporated herein by reference).

of PIPE Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 13, 2023, and incorporated

herein by reference).

Pharmaceuticals Inc.

2023 Stock Incentive Plan (filed as Annex C to the Registrant’s Proxy Statement/Prospectus filed on August

11, 2023, and incorporated herein by reference).

of Stock Option Agreement under Conduit Pharmaceuticals Inc.

2023 Stock Incentive Plan (filed as Exhibit 10.17 to the Registrant’s

Registration Statement on Form S-4 (File No.

333-271903) filed on May 12, 2023, and incorporated herein by reference).

of Employment Agreement with David Tapolczay (filed as Exhibit 10.17 to the Registrant’s Amendment No.

2 to Registration Statement

on Form S-4 (File No.

333-271903) filed on July 28, 2023, and incorporated herein by reference).

of Employment Agreement with Adam Sragovicz (filed as Exhibit 10.18 to the Registrant’s Amendment No.

1 to Registration Statement

on Form S-4 (File No.

333-271903) filed on July 11, 2023, and incorporated herein by reference).

Funding Agreement between St George Street Capital and SGS Global Limited, dated March 26, 2021 (filed as Exhibit 10.20 to the Registrant’s

Registration Statement on Form S-4 (File No.

333-271903) filed on May 12, 2023, and incorporated herein by reference).

Project Funding Agreement For Use In Renal Transplant between St George Street Capital Limited and Conduit Pharmaceuticals Limited,

dated November 2, 2022 (filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-4 (File No.

filed on May 12, 2023, and incorporated herein by reference).

Project Funding Agreement For Use In Preterm Labor between St George Street Capital Limited and Conduit Pharmaceuticals Limited,

dated November 2, 2022 (filed as Exhibit 10.22 to the Registrant’s Registration Statement on Form S-4 (File No.

filed on May 12, 2023, and incorporated herein by reference).

Project Funding Agreement For Use In Hashimoto’s Thyroiditis between St George Street Capital Limited and Conduit Pharmaceuticals

Limited, dated November 2, 2022 (filed as Exhibit 10.23 to the Registrant’s Registration Statement on Form S-4 (File No.

filed on May 12, 2023, and incorporated herein by reference).

Project Funding Agreement For Use In Uveitis between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated

November 2, 2022 (filed as Exhibit 10.24 to the Registrant’s Registration Statement on Form S-4 (File No.

333-271903) filed

on May 12, 2023, and incorporated herein by reference).

Project Funding Agreement between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed

as Exhibit 10.25 to the Registrant’s Registration Statement on Form S-4 (File No.

333-271903) filed on May 12, 2023, and incorporated

herein by reference).

Agreement between with Jack Heilbron and Murphy Canyon Acquisition Corp.

(filed as Exhibit 10.24 to the Registrant’s Amendment

1 to Registration Statement on Form S-4 (File No.

333-271903) filed on July 11, 2023, and incorporated herein by reference).

of Non-Employee Director Compensation Program (filed as Exhibit 10.26 to the Registrant’s Amendment No.

2 to Registration Statement

on Form S-4 (File No.

333-271903) filed on July 28, 2023, and incorporated herein by reference).

of Conduit Pharmaceuticals Limited (filed as Exhibit 21.1 to the Registrant’s Amendment No.

2 to Registration Statement on

Form S-4 (File No.

333-271903) filed on July 28, 2023, and incorporated herein by reference).

of Marcum LLP, independent public accounting firm of Conduit Pharmaceuticals Inc.

of Attorney (reference is made to the signature page hereto).

Certification

of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section

302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section

302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Certification

of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Pharmaceuticals, Inc.

Compensation Recovery Policy

XBRL Instance Document.

5 unchanged sentences

Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

Previously filed.

Management contract or compensatory plan or arrangement.

Certain portions of this Exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

The Registrant agrees to furnish

supplementally an unredacted copy of this Exhibit to the SEC upon its request.

In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos.

33-8238 and 34-47986, Final Rule:

Management’s Reports

on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished

in Exhibits 32.1 and 32.2 hereto is deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for

purposes of Section 18 of the Exchange Act.

Such certification will not be deemed to be incorporated by reference into any filing under

the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Form 10–K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized, on March 28, 2023.

CANYON ACQUISITION CORP.

on its behalf by the undersigned, thereunto duly authorized.

PHARMACEUTICALS INC.

April 16, 2024

David Tapolczay

Executive Officer

undersigned directors and officers of Murphy Canyon Acquisition Corp.

constitute and appoint Jack K.

Heilbron as his true and lawful

attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this Form 10-K, and to

file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby

ratifying and confirming all that each attorney-in-fact, or his substitute, may do or case to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Tapolczay and Adam Sragovicz,

and each of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign

any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities

and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or his or her substitute

or substitutes may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer and Chairman

March 28, 2023

David Tapolczay

Executive Officer and Director

Executive Officer)

Adam Sragovicz

Financial Officer, Treasurer, and Director

March 28, 2023

Financial Officer

Financial Officer and Principal Accounting Officer)

Francis Knuettel II

March 28, 2023

CANYON ACQUISITION CORP.

Freda Lewis-Hall

and Chairperson of the Board of Directors

Chele Chiavacci Farley

Chiavacci Farley

PHARMACEUTICALS INC.

TO FINANCIAL STATEMENTS

Financial Statements of Murphy Canyon Acquisition Corp.:

Financial Statements of Conduit Pharmaceuticals Inc.:

of Independent Registered Public Accounting Firm (PCAOB No.

Sheets as of December 31, 2022 and 2021

of Operations for the year ended December 31, 2022 and for the period from October 19, 2021 (inception) through December 31, 2021

of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2022 and for the period from October 19, 2021

(inception) through December 31, 2021

of Cash Flows for the year ended December 31, 2022 and for the period from October 19, 2021 (inception) through December 31, 2021

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2023 and 2022

to Financial Statements

1 unchanged sentence

the Shareholders and Board of Directors of

Canyon Acquisition Corp.

Pharmaceuticals Inc.

on the Financial Statements

have audited the accompanying balance sheets of Murphy Canyon Acquisition Corp.

(the “Company”) as of December 31, 2022 and

2021, the related statements of operations , stockholders’ equity (deficit) and cash flows for the year ended December 31,

2022 and for the period from October 19, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to

as the “financial statements”).

have audited the accompanying consolidated balance sheets of Conduit Pharmaceuticals, Inc.

(the “Company”) as of December

31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss) , stockholders’ deficit

and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December

31, 2022 and for the period from October 19, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally

accepted in the United States of America.

position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years

in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination which

is less than one year form the date of the issuance of the financial statements.

Additionally, the Company has incurred and expects to

continue to incur significant costs in pursuit of its acquisition plans.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

more fully described in Note 1, the Company has incurred significant losses and needs to raise additional funds to meet its

obligations and sustain its operations based on their current business plan.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

The consolidated financial statements do not include any adjustments that might result from the outcome of this

financial statements are the responsibility of the Company’s management.

21 unchanged sentences

have served as the Company’s auditor since 2022.

March 28, 2023

CANYON ACQUISITION CORP.

PHARMACEUTICALS INC.

BALANCE SHEETS

thousands, except share amounts)

and cash equivalents

current assets

Total current assets

Investments held in

Trust Account

offering costs

$ 137,517,822

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Expenses and other long-term assets

AND STOCKHOLDERS’ DEFICIT

expenses and other current liabilities

professional fees

promissory note payable

payable, current portion

current liabilities

Accrued expenses

Income taxes payable

payable – Sponsor

Total current liabilities

notes payable, carried at fair value

related to the sale of future revenue

warrant liability

commission payable

Commitments and Contingencies

Common stock subject

to possible redemption at redemption value ( 13,225,000 shares at $ 10.34 per share)

Stockholders’ Equity

Preferred stock, $ 0.0001 par value;

shares authorized;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

100,000,000 shares authorized;

754,000 (excluding 13,225,000 subject to possible redemption) and none issued and outstanding at December

31, 2022 and December 31, 2021, respectively

Class B common stock, $ 0.0001 par value;

10,000,000 shares authorized;

3,306,250 shares issued and outstanding

Common stock value

Additional paid-in capital

Accumulated deficit

( 4,300,492 )

Stockholders’ Equity (Deficit)

( 4,300,086 )

Liabilities and Stockholders’ Equity (Deficit)

$ 137,517,822

accompanying notes are an integral part of these financial statements.

CANYON ACQUISITION CORP.

Stockholders’

stock * , par value $ 0.0001 ;

250,000,000 shares

and 400,000,000 shares

authorized at December 31, 2023 and December 31, 2022, respectively, 73,829,536

shares and 64,626,430

shares issued and outstanding at December 31, 2023 and December

31, 2022, respectively

stock, par value $ 0.0001 ;

1,000,000 shares

and nil shares

authorized at December 31, 2023 and December 31, 2022, respectively;

shares issued and outstanding at December 31, 2023 and December

paid-in capital

other comprehensive income

stockholders’ deficit

liabilities and stockholders’ deficit

of legacy common stock have been retroactively restated to give effect to the Merger.

accompanying notes are an integral part of these consolidated financial statements.

PHARMACEUTICALS INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS )

thousands, except share amounts and per share data)

Ended December 31,

and development expenses

and administrative expenses

operating costs and expenses

income (expenses):

income (expense), net

other (expense) income, net

income (loss)

Change in fair value and income impact of option liabilities

income (loss) - diluted

earnings/(net loss) per share

weighted-average common shares outstanding

Comprehensive

income (loss):

currency translation adjustment

comprehensive income (loss)

accompanying notes are an integral part of these consolidated financial statements.

PHARMACEUTICALS INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

thousands, except share amounts)

(loss)/income

comprehensive

stockholders’

(loss)/income

at January 1, 2022

application of Merger

Reclassification

of additional paid-in capital **

Balances, beginning of period *

currency translation adjustment

at December 31, 2022

comprehensive

stockholders’

at January 1, 2023

application of Merger

Reclassification

of additional paid-in-capital **

Balances, beginning of period *

Reclassification

of additional paid-in-capital ***

of Conduit Pharmaceuticals Inc.

common stock to holders of Conduit Pharmaceuticals Limited convertible notes on the Closing Date

of common stock upon conversion of MURF Class A & Class B common stock in connection with merger (Note 3)

of Conduit Pharmaceuticals Inc.

common stock in connection with PIPE Financing (Note 3)

of Conduit Pharmaceuticals Inc.

common stock to Cizzle Biotechnology Holding PLC

of Conduit Pharmaceuticals Inc.

common stock to Vela Technologies PLC

of Conduit Pharmaceuticals Inc.

common stock to an advisor for services directly related to the Merger (Note 3)

of excise tax liability associated with the Merger (Note 3)

contribution - related party

currency translation adjustment

at December 31, 2023

of legacy common stock have been retroactively restated to give effect to the Merger.

Reclassification

is made as additional paid-in capital cannot be presented as a negative for either its beginning or ending balance.

Reclassification

is made as the impact of the retroactive application of the Merger can be shown as a reduction to additional paid-in capital during

the period as presenting the reduction does not result in additional paid-in capital being presented as a negative for its ending

accompanying notes are an integral part of these consolidated financial statements.

PHARMACEUTICALS INC.

STATEMENTS OF CASH FLOWS

Ended December 31,

flows from operating activities:

to reconcile net loss to net cash used in operating activities:

on investment in equity securities

on change in fair value of Cizzle option

on change in fair value of Vela option

on issuance of Vela option

foreign exchange gain

in reserve for related party uncollectible loan

Loss on related party loan forgiveness

on change in fair value of convertible notes payable

reduction of deferred income upon exercise of option liability

on warrant remeasurement

compensation expense

interest expense

of financed Directors and Officers insurance

in operating assets and liabilities:

expenses and other current assets

expenses and other current liabilities

cash flows from operating activities

flows from investing activities:

of loan - related party

from issuance of option

from loan repayment - related party

cash flows from investing activities

flows from financing activities:

from Merger and related PIPE Financing, net of transaction costs

from the issuance of notes payable

contribution - related party

from issuance of convertible notes payable, carried at fair value

from issuance of convertible promissory note payable, carried at cost

from sale of equity securities

cash flows from financing activities

change in cash and cash equivalents before effect of exchange rate changes

of exchange rate changes on cash and cash equivalents

change in cash

and cash equivalents at beginning of period

and cash equivalents at end of period

investing and financing activities

of Conduit Pharmaceuticals Inc.

common stock to Cizzle Biotechnology Holding PLC upon exercise of option

of Conduit Pharmaceuticals Inc.

common stock to Vela Technologies PLC upon exercise of option

of Conduit Pharmaceuticals Limited convertible notes for shares of Conduit Pharmaceuticals Inc.

common stock in connection with the

Deferred Underwriting Costs

expense of directors and officers insurance paid out of PIPE financings proceeds in connection with the

deficit assumed to APIC as a result of the business combination

value of warrant liabilities issued in connection with PIPE Financing

Non-Cash Assets Assumed in the Merger Financing

Non-Cash Liabilities Assumed in the Merger Financing

value of shares received and receivable related to the sale of future revenue

Supplemental Cash

Cash paid for interest

accompanying notes are an integral part of these consolidated financial statements.

PHARMACEUTICALS INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Nature of the Business, Basis of Presentation and Summary of Significant Accounting Policies

Pharmaceuticals Inc., a Delaware corporation, (“Conduit” or the “Company”) is a clinical-stage specialty biopharmaceutical

company that was formed to facilitate the development and commercialization of clinical assets that have not been, or are not being,

prioritized by leading biopharmaceutical companies in order to develop pharmaceutical products that meet the unmet medical needs of patients.

Company’s current development pipeline through a relationship with St George Steet Capital (“St George Street”), a

related party (see note 15), includes a glucokinase activator, which is Phase II ready in autoimmune diseases including uveitis, Hashimoto’s

Thyroiditis, preterm labor and renal transplant rejection as well as the Company’s proprietary, patent pending, solid-form compound

targeting a wide range of autoimmune diseases.

The Company’s development pipeline also includes a potent, irreversible inhibitor

of human Myeloperoxidase (MPO) that has the potential to treat idiopathic male infertility.

September 22, 2023 (the “Closing Date”), a merger transaction between Conduit Pharmaceuticals Limited (“Old Conduit”),

Murphy Canyon Acquisition Corp (“MURF”) and Conduit Merger Sub, Inc., a Cayman Islands exempted company and a wholly owned

subsidiary of MURF (“Merger Sub”), was completed (the “Merger”, see Note 3) pursuant to the initial merger agreement

dated November 8, 2022 and subsequent amendments to the merger agreement dated January 27, 2023 and May 11, 2023 (the “Merger Agreement”).

Pursuant to the terms of the Merger Agreement, on the Closing Date, (i) Merger Sub merged with and into Old Conduit, with Old Conduit

surviving the merger as a wholly-owned subsidiary of MURF, and (ii) MURF changed its name from Murphy Canyon Acquisition Corp.

Pharmaceuticals Inc.

The common stock of the Company commenced trading on The Nasdaq Global Market under the symbol “CDT”

on September 25, 2023, and the Company’s warrants commenced trading on The Nasdaq Capital Market under the symbol “CDTTW”

on September 25, 2023.

Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States

of America (“U.S.

Under the reverse recapitalization method, MURF was treated as the acquired company for financial

reporting purposes, and the accounting acquirer was assumed to have issued shares of stock for the net assets of MURF, with no goodwill

or other intangible assets recorded.

This determination is primarily based on the following predominant factors:

(i) post-closing, the

Old Conduit stockholders have a majority of the voting power of the combined company and ability to elect the members of the combined

company’s Board of Directors (“Board”);

(ii) the on-going operations post-merger will comprise those of Old Conduit;

and (iii) all of the senior management of the combined company, except for the Chief Financial Officer, will be members of the management

of Old Conduit.

As a result of the Merger, MURF was renamed “Conduit Pharmaceuticals Inc.” The board of directors of MURF

and Conduit each approved the Merger.

of Presentation

accompanying consolidated financial statements have been prepared by the Company in accordance with U.S.

GAAP as set forth by the Financial

Accounting Standards Board (“FASB”) and pursuant to the rules and regulations of the United States Securities and Exchange

Commission (“SEC”).

References to U.S.

GAAP issued by the FASB in these notes to the accompanying consolidated financial

statements are to the FASB Accounting Standards Codifications (“ASC”) and Accounting Standards Update (“ASUs”).

of Consolidation

accompanying consolidated financial statements include the accounts of Conduit Pharmaceuticals, Inc.

and its wholly owned

subsidiaries Conduit UK Management Ltd.

(United Kingdom) and Conduit Pharmaceuticals, Ltd.

(Cayman Islands).

As used herein,

references to the “Company” include references to Conduit Pharmaceuticals, Inc, and its subsidiaries.

All intercompany

balances and transactions have been eliminated in consolidation.

and Going Concern

accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there

are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as

a going concern within one year after the date the financial statements are issued.

Since its inception, the Company has generated significant

losses and as of December 31, 2023 had an accumulated deficit of $ 11.3

For the years ended December 31, 2023 and 2022, the Company

had net losses of $ 0.5 million

and $ 4.9 million,

respectively, and cash used in operating activities of $ 7.7

million and $ 2.3

million, respectively.

As further discussed in Note 3, on September

22, 2023, the Company completed the Merger, that included a private placement of an aggregate amount of $ 20.0

million of the Company’s shares of common stock (referred

to as the “PIPE”).

The proceeds received from the Merger and PIPE, net of transaction costs, totaled $ 8.5

Despite the closing of the Merger and an additional $ 5.0

million commitment from a major shareholder (See Note 18), the

Company has determined that it does not have sufficient cash and other sources of liquidity to fund its current business plans.

believes these factors raise substantial doubt regarding the Company’s ability to continue as a going concern for at least the

next twelve months from the financial statement filing date.

Company’s expectation is to generate operating losses and negative operating cash flows in the future and will need additional

funding to support its current business plan.

Management’s plans to alleviate the conditions that raise substantial doubt include

the pursuit of additional cash resources through public or private equity or debt financings.

Management has concluded the likelihood

that its plan to successfully obtain sufficient funding from one or more of these sources, or adequately reduce expenditures is reasonably

possible, however there is no assurance that such funding will be available when needed or on acceptable terms.

If additional funding

is not available when required, the Company would need to delay or curtail its operations and its research and development activities

until such funding is received, all of which could have a material adverse effect on the Company and its financial condition.

financial statements have been prepared assuming the Company will continue as a going concern and do not include adjustments to reflect

the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result

from the outcome of this uncertainty.

Risks and Uncertainties

Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to

commercialization of competitor products, regulatory approvals, dependence on key products, dependence on key customers and suppliers,

and protection of intellectual property rights.

Clinical assets currently under development will require significant additional research

and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization.

efforts will require significant amounts of additional capital, adequate personnel, infrastructure, and extensive compliance and reporting

capabilities.

Even if the Company’s efforts are successful, it is uncertain when, if ever, the Company will realize significant

revenue from royalties or product sales.

Company relies on agreements with related parties and third parties for the purpose of developing and licensing clinical assets from

St George Street and, in turn, St George Street licenses such assets from AstraZeneca.

See Note 15, “St George Street Capital” .

If there is a breach or other termination of such agreements, there could be a material adverse effect on the Company’s business,

financial condition, operating results, and prospects.

In addition, the Company is not a party to the license agreements between St George

Street and AstraZeneca.

The termination of such third-party agreements could have a material impact on or materially disrupt operations.

While the Company holds its own intellectual property outside of the scope of these agreements, termination of such agreements could

adversely affect the business and ability to commercialize our clinical assets.

of Significant Accounting Policies

and Cash Equivalents

and cash equivalents are primarily maintained with major financial institutions in the United Kingdom and Switzerland.

The Company considers

cash equivalents to be short-term, highly liquid investments that (a) are readily convertible into known amounts of cash, (b) are traded

and held for cash management purposes, and (c) have original maturities of three months or less at the time of purchase.

The Switzerland

bank accounts holding cash balances are uninsured, and the UK bank account, with a year-end balance of approximately £ 254,000

(or approximately $ 323,000 )

exceeds the country’s deposit limit of £ 85,000

(approximately $ 108,000 ).

The Company’s US depository bank participates in the Demand Deposit Marketplace program, insuring deposits up to $ 10

million by sweeping amounts in excess of the

$ 250,000 deposit

insurance limit among participating banks.

The Company has not experienced any losses on any accounts through the year ended December

Company had $ 4.2 million

in cash and cash equivalents on hand as of December 31, 2023.

The Company did no t

have any cash and cash equivalents on hand as of December 31, 2022.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial

statements as well as the reported amounts of revenues and expenses during the reporting period.

Estimates are based on several factors

including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic

conditions and trends, and the assessment of the probable future outcome.

Actual results could differ materially from such estimates.

Estimates and assumptions are reviewed periodically by management and changes in estimates are made as management becomes aware of changes

in circumstances surrounding the estimates.

The effects of changes are reflected in the financial statements in the period that they

are determined.

Value Measurements

Topic 820, Fair Value Measurements and Disclosures , defines fair value, establishes a framework for measuring fair value, and

expands disclosures about fair value measurements.

Fair value is to be determined based on the exchange price that would be received

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants.

In determining fair value, the Company used various valuation approaches.

value hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes

the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are those that

market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

inputs reflect the Company’s assumption about the inputs that market participants would use in pricing the asset or liability developed

based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels, based on the

inputs, as follows:

1—Valuations based on quoted prices for identical instruments in active markets.

Since valuations are based on quoted prices

that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree

2— Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for either similar

instruments in active markets, identical or similar instruments in markets that are not active, or model-derived valuations whose

inputs or significant value drivers are observable or can be corroborated by observable market data.

3—Valuations based on inputs that are unobservable.

These valuations require significant judgment.

Company’s Level 1 assets consist of cash and cash equivalents in the accompanying balance sheets and the value of accrued expenses

and other current liabilities approximate fair value due to the short-term nature of these assets and liabilities.

of December 31, 2023, the Company has one financial liability, a warrant liability for which the fair value is determined based on Level

2 inputs as such inputs are valued based on observable inputs other than quoted prices included in Level 1, such as quoted prices for

either similar instruments in active markets.

See Note 4 for further information on the Company’s financial liability carried at

and Development and Funding

and development expenses consist primarily of costs incurred in connection with the research and development of our clinical assets and

Funding expenses consist primarily of costs incurred in connection with the Company providing funding to St George Street to

carry out its research and development activities (See Note 15).

St George Street holds all licenses to conduct clinical research through

third party pharmaceutical companies.

The Company expenses research and development costs and intangible assets acquired that have no

alternative future use as incurred.

These expenses include:

incurred under agreements with organizations that support the Company’s drug discovery and development activities;

incurred in connection with the preclinical and clinical development of the Company’s clinical assets and programs, including

under agreements with contract research organizations, or CROs;

related to contract manufacturing organizations, or CMOs, that are primarily engaged to provide drug substance and product for our

clinical trials, research and development programs, as well as investigative sites and consultants that conduct the Company’s

clinical trials, nonclinical studies and other scientific development services;

costs of acquiring and manufacturing nonclinical and clinical trial materials, including manufacturing registration and validation

employee-related

expenses, including salaries, related benefits and equity-based compensation expense, for employees engaged in research and development

related to compliance with quality and regulatory requirements;

made under third-party licensing agreements; and

and allocated costs related to facilities, information technology, personnel and other overhead.

payments that we make for goods or services to be received in the future for use in research and development activities are recorded

as prepaid expenses.

Such amounts are recognized as an expense as the goods are delivered or consumed or the related services are performed,

or until it is no longer expected that the goods will be delivered, or the services rendered.

and Administrative Expenses

and administrative expenses consist primarily of salaries and related costs for personnel in executive management, finance, corporate

and business development, and administrative functions.

General and administrative expenses also include legal fees relating to patent

and corporate matters; professional fees for accounting, auditing, tax, and administrative consulting services; insurance costs;

administrative travel expenses and other operating costs.

Topic 740, Income Taxes , sets forth standards for financial presentation and disclosure of income tax liabilities and expense.

Interest and penalties recognized have been classified in the consolidated statements of operations and comprehensive income (loss) as

income taxes.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between

the financial statement carrying amount of existing assets and liabilities and their respective tax bases and operating losses carried

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in

which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change

in tax rates is recognized in the consolidated statements of operations and comprehensive income (loss) in the period that includes the

enactment date.

The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits of which

future realization is uncertain.

December 2023, the FASB issued ASU 2023-09, which introduces new income tax disclosure requirements.

After reviewing the provisions of

the new standard, the Company has determined that these changes will not materially affect our financial condition, results of operations,

or cash flows as presented in our financial statements.

Earnings/(Net

Loss) per Share

Company calculates basic and diluted earnings/(net loss) per share under ASC Topic 260, Earnings Per Share .

Basic earnings/(net

loss) per share is computed by dividing the net income/(loss) by the number of weighted-average common shares outstanding for the period.

Diluted earnings/(net loss) is computed by adjusting net income/(loss) based on the impact of any dilutive instruments.

Diluted earnings/(net

loss) per share is computed by dividing the diluted net income/(loss) by the number of weighted-average common shares outstanding for

the period including the effect, if dilutive, of any instruments that can be settled in common shares.

When computing diluted net income/(loss)

per share, the numerator is adjusted to eliminate the effects that have been recorded in net income/(loss) (net of tax, if any) attributable

to any liability-classified dilutive instruments.

the closing of the Merger, the Company assumed (i) the warrants initially included in the MURF units issued in MURF’s initial public

offering (the “Publicly Traded Warrants”), and (ii) the warrants that were included in the private placement units issued

to the Sponsor simultaneously with the closing of MURFS’s initial public offering (the “Private Placement Warrants,”

and together with the Publicly Traded Warrants, the “Equity Classified Warrants”).

In connection with the Merger, the Company

issued warrants to the PIPE Investors (the “PIPE Warrants”) pursuant to the Subscription Agreements and to an advisor (the

Warrants,” and together with the PIPE Warrants, the “Liability Classified Warrants”) pursuant to the

Company’s engagement agreement with the advisor.

Company determines the accounting classification of Warrants as either liability or equity by first assessing whether the Warrants meet

liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”).

Under ASC 480, a

financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies

a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as

a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly

on any one of the following:

(a) a fixed monetary amount known at inception;

(b) variations in something other than the fair value of

the issuer’s equity shares;

or (c) variations inversely related to changes in the fair value of the issuer’s equity shares.

The Company determined that the warrants should not be classified as liabilities under ASC 480.

financial instruments, such as the Warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether

such instruments are indexed to the Company’s own stock under ASC 815-40.

In order for an instrument to be considered indexed to

an entity’s own stock, its settlement amount must always equal the difference between the following:

(a) the fair value of a fixed

number of the Company’s equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company.

The Company determined that the settlement amount of the Equity Classified Warrants would equal the difference between the fair value

of a fixed number of shares and a fixed monetary amount (or a fixed amount of a debt instrument) and must be classified as equity, while

the settlement amount of the Liability Classified Warrants would not equal the difference between the fair value of a fixed number of

shares and a fixed monetary amount (or a fixed amount of a debt instrument) and must be classified as a liability.

Equity Classified Warrants are recorded in stockholders’ deficit and the Liability Classified Warrants are recorded as liabilities

with the Consolidated Balance Sheets.

The Liability Classified Warrants are remeasured each period with changes recorded in the Consolidated

Statements of Operations and Comprehensive Income (Loss).

Currency Translation

Company translated the assets and liabilities of foreign subsidiaries from their respective functional currency, the British pound, to

United States dollars at the appropriate spot rates as of the balance sheet date.

Income and expenses of operations are translated to

United States dollars using weighted average exchange rates during the year.

The foreign subsidiaries use the local currency as their

functional currency.

The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive

income in the accompanying consolidated statements of changes in stockholders’ deficit.

Non-monetary items in the subsidiaries’

functional currency are re-measured into the reporting currency at the historical exchange rate (i.e., the rate of exchange at the date

of the transaction).

Growth Company Status

Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of

the JOBS Act until such time as those standards apply to private companies.

The Company has elected to use this extended transition period

for complying with new or revised accounting standards that have different effective dates for public and private companies until the

earlier of the date that:

(i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended

transition period provided in the JOBS Act.

As a result, these financial statements may not be comparable to companies that comply with

the new or revised accounting pronouncements as of public company effective dates.

the Merger, the Company will remain an emerging growth company, as defined by the Jumpstart Our Business Startups act of 2012, until

the earliest of (i) the last day of

the combined entity’s first fiscal year following the fifth anniversary of the completion of MURF’s initial public offering

(the “MURF IPO”), (ii) the last day of the fiscal year in which the combined entity has total annual gross revenue of at

least $1.235 billion, (iii) the last day of the fiscal year in which the combined entity is deemed to be a large accelerated filer, which

means the market value of the combined entity’s common stock that is held by non-affiliates exceeds $700.0 million as of the prior

December 31st or (iv) the date on which the combined entity has issued more than $1.0 billion in non-convertible debt securities during

the prior three year period .

Adopted Accounting Pronouncements

February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Topic 842 was subsequently amended by ASU 2018-10, “Codification

Improvements to Topic 842, Leases” and ASU 2018-11, “Leases (Topic 842)”.

The amendments in this update increase transparency

and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information

about leasing arrangements.

For leases with a term of 12 months or less, the amendments permit lessees to make an accounting policy election

by class of underlying assets not to recognize lease assets and lease liabilities.

For finance leases, the amendments in this update

require a lessee to (1) recognize a right-of-use asset and lease liability, initially measured at the present value of the lease payments,

on the balance sheet;

(2) recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement

of operations;

December 31, 2022

THE PERIOD FROM OCTOBER 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

General and administrative expenses

Administration fee

– related party

Interest income –

Investments held in Trust Account

Net income (loss) before

(3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest

on the lease liability and variable lease payments within operating activities in the statement of cash flows.

For operating leases,

the amendments in this update require a lessee to (1) recognize a right-of-use asset and a lease liability, initially measured at the

present value of the lease payments, on the balance sheet;

(2) recognize a single lease cost, calculated so that the cost of the lease

is allocated over the lease term on a generally straight-line basis;

(3) classify all cash payments within operating activities in the

statement of cash flows.

The Company adopted the standard on January 1, 2022.

The adoption of ASU No.

2016-02 did not have a material

impact on the Company’s consolidated financial statements, as the Company had no lease agreements upon adoption.

June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses

(Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the

reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

This replaces the existing

incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost.

became effective for the Company for annual and interim reporting periods beginning after December 15, 2022.

The adoption of this guidance

did not have a material impact on the Company’s consolidated financial statements.

Issued Accounting Standards Not Yet Adopted

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) (“ASU 2023-07”), which enhances the segment disclosure

requirements for public entities on an annual and interim basis.

Under this proposal, public entities will be required to disclose significant

segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each

reported measure of segment profit or loss.

Additionally, current annual disclosures about a reportable segment’s profit or loss

and assets will be required on an interim basis.

Entities will also be required to disclose information about the CODM’s title

and position at the Company along with an explanation of how the CODM uses the reported measures of segment profit or loss in their assessment

of segment performance and deciding whether how to allocate resources.

Finally, ASU 2023-07 requires all segment disclosures for public

entities, even those with a single reportable segment.

The amendments in ASU 2023-07 will become effective on a retrospective basis for

annual disclosures for fiscal years beginning after December 15, 2023, with interim period disclosures required effective for fiscal

years beginning after December 15, 2024.

Early adoption of ASU 2023-07 is permitted.

The Company is currently evaluating the impact ASU

2023-07 will have on its consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 modifies the reporting requirements for income tax disclosures related to effective tax rates and cash income taxes paid.

Pursuant to ASU 2023-09, public business entities are required to disclose certain categories in the income tax rate reconciliation,

as well as additional information for reconciling items that meet a specific quantitative threshold.

Additionally, ASU 2023-09 requires

annual disclosures of income taxes paid for all entities, including the amount of income taxes paid, net of refunds received, disaggregated

by federal, state, and foreign jurisdictions.

The standard is effective for fiscal years beginning after December 15, 2024, with early

adoption permitted.

The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements.

Restatement of Previously Issued Financials

connection with the preparation of the Company’s financial statements as of and for the year ended December 31, 2023, the

Company’s management identified errors in its previously issued unaudited financial statements as of and for the three months

ended March 31, 2023, the six months ended June 30, 2023, and three and nine months ended September 30, 2023 with respect to how

certain expenses relating to the Merger were previously expensed and that as part of the Company’s annual audit it was

determined that such expenses should have been capitalized and subsequently recorded against equity.

The accounting for legal costs

was deemed to be specific incremental costs directly attributable to the Merger and concurrent PIPE financing (See Note 3).

Management has evaluated this change in accounting, which understated (overstated) net income (loss), prepaid expenses and

overstated additional paid in capital and concluded it was material to the prior periods, individually or in the aggregate.

Therefore, the Company is restating the previously issued unaudited financial statements, and related notes thereto, as of and for

the three months ended March 31, 2023, the six months ended June 30, 2023, and three and nine months ended September 30,

financial statements for the three months ended March 31, 2023, were included in the Company amended registration statements filed with

the Securities and Exchange Commission (“SEC”) on July 11, 2023, July 28, 2023, and August 8, 2023, as well as the Company’s

prospectus/proxy statement filed with the SEC on August 10, 2023.

The financial statements for the six-month period ended June 30, 2023,

were included as an exhibit to the Company’s Form 8-K filed with the SEC on September 29, 2023.

The financial statements for the

three and nine months ended September 30, 2023, were included the Company’s Form 10-Q filed with the SEC on November 20, 2023, and again in the Company’s Form 10-Q/A filed with the SEC on November 21, 2023.

impact of the errors described above on the balance sheets as of March 31, 2023, is as follows (in thousands):

Schedule of Impact of the Errors on Financial Statement

of March 31, 2023 (Unaudited)

Sheets (in thousands)

expenses and other current assets

current assets

Stockholders’

paid-in capital

shareholders’ deficit

liabilities and shareholders’ deficit

impact of the errors described above on the statements of operations and comprehensive loss for the three months ended March 31, 2023,

is as follows (in thousands):

the three months ended March 31, 2023 (Unaudited)

of Operations and Comprehensive Loss (in thousands)

and administrative expenses

operating costs and expenses

income (loss)

Class A common stock

– weighted average shares outstanding, basic and diluted

A common stock – Basic and diluted net income (loss) per share

Class B common stock

– weighted average shares outstanding, basic and diluted

2,875,000 (1)(2)

B common stock – Basic and diluted net income (loss) per share

an aggregate of up to 431,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised

in full or in part by the underwriters.

The underwriters exercised the over-allotment option in full on February 7, 2022.

the Class B common stock is no longer subject to forfeiture (see Notes 5 and 6).

January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 founder shares for no consideration following which the Sponsor

holds 3,306,250 founder shares.

All share amounts have been retroactively restated to reflect this surrender (see Note 5).

accompanying notes are an integral part of these financial statements.

CANYON ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM OCTOBER 19, 2021 (INCEPTION) TO DECEMBER 31, 2021

loss per share attributable to ordinary shareholders – basic and diluted*

comprehensive income (loss)

* Does not reflect the impact of the Merger on the Company’s capital structure

impact of the errors described above on the statements of changes in shareholders’ deficit as of March 31, 2023, is as follows (in

of March 31, 2023 (Unaudited)

of Changes in Shareholders’ Deficit (in thousands)

shareholders’ deficit

impact of the errors described above on the statements of cash flows for the three months ended March 31, 2023, is as follows (in thousands):

the three months ended March 31, 2023 (Unaudited)

of Cash Flows (in thousands)

flows from operating activities:

in operating assets and liabilities:

expenses and other current assets

impact of the errors described above on the balance sheets as of June 30, 2023, is as follows (in thousands):

of June 30, 2023 (Unaudited)

Sheets (in thousands)

expenses and other current assets

current assets

Stockholders’

Balance, October 19, 2021 (inception)

of Class B common stock to Sponsor (1) (2)

Balance, December 31, 2022

Proceeds allocated to Public Warrants, net

of offering costs

Sale of Private Placement Units, net of offering

Remeasurement of Class A common stock subject

to possible redemption upon IPO

( 29,462,487 )

( 2,818,567 )

( 32,281,054 )

Remeasurement of Class A shares to redemption

( 1,876,183 )

shareholders’ deficit

liabilities and shareholders’ deficit

impact of the errors described above on the statements of operations and comprehensive loss for the three and six months ended June

30, 2023, is as follows (in thousands):

For the three months ended June 30, 2023 (Unaudited)

Previously Reported

Statements of Operations and Comprehensive Loss (in thousands)

Operating expenses:

General and administrative expenses

Total operating costs and expenses

Operating loss

Net income (loss)

Balance, December 31,

$ ( 4,300,492 )

$ ( 4,300,086 )

an aggregate of up to 431,250 shares of Common stock subject to forfeiture if the over-allotment option is not exercised in full

or in part by the underwriters.

The underwriters exercised the over-allotment option in full on February 7, 2022.

As such, the Class

B common stock is no longer subject to forfeiture (see Notes 5 and 6).

January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 founder shares for no consideration following which the Sponsor

holds 3,306,250 founder shares.

All share amounts have been retroactively restated to reflect this surrender (see Note 5).

accompanying notes are an integral part of these financial statements.

CANYON ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

the Year Ended December 31, 2022

THE PERIOD FROM OCTOBER 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Cash flows from operating

Adjustments to reconcile

net income (loss) to net cash used in operating activities

Formation costs paid

by note payable – Sponsor

Interest earned on investments held in Trust Account

( 1,976,183 )

Changes in operating

assets and liabilities:

Deferred offering costs

Net loss per share attributable to ordinary shareholders – basic and diluted*

Total comprehensive income (loss)

* Does not reflect the

impact of the Merger on the Company’s capital structure

the six months ended June 30, 2023 (Unaudited)

of Operations and Comprehensive Loss (in thousands)

and administrative expenses

operating costs and expenses

income (loss)

loss per share attributable to ordinary shareholders – basic and diluted*

comprehensive income (loss)

* Does not reflect the

impact of the Merger on the Company’s capital structure

impact of the errors described above on the statements of changes in shareholders’ deficit as of June 30, 2023, is as follows (in

of June 30, 2023 (Unaudited)

of Changes in Shareholders’ Deficit (in thousands)

shareholders’ deficit

impact of the errors described above on the statements of cash flows for the six months ended June 30, 2023, is as follows (in thousands):

the six months ended June 30, 2023 (Unaudited)

of Cash Flows (in thousands)

flows from operating activities:

in operating assets and liabilities:

expenses and other current assets

impact of the errors described above on the condensed consolidated balance sheets as of September 30, 2023, is as follows (in thousands):

of September 30, 2023 (Unaudited)

Consolidated Balance Sheets (in thousands)

Stockholders’

paid-in capital

impact of the errors described above on the condensed consolidated statements of operations and comprehensive income (loss) for the three

months ended September 30, 2023, is as follows (in thousands):

the three months ended September 30, 2023 (Unaudited)

of Operations and Comprehensive Loss (in thousands)

and administrative expenses

operating costs and expenses

income (loss)

Basic earnings/(net

loss) per share

Diluted earnings/(net

loss) per share

comprehensive income (loss)

impact of the errors described above on the condensed consolidated statements of operations and comprehensive income (loss) for the nine

months ended September 30, 2023, is as follows (in thousands):

the nine months ended September 30, 2023 (Unaudited)

Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands)

and administrative expenses

operating costs and expenses

income (loss)

Basic earnings/(net

loss) per share

Diluted earnings/(net

loss) per share

comprehensive income (loss)

impact of the errors described above on the condensed consolidated statements of changes in stockholders’ deficit as of September

30, 2023, is as follows (in thousands):

of September 30, 2023 (Unaudited)

Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands)

Stockholders’

paid-in capital

impact of the errors described above on the condensed consolidated statement of cash flows for the nine months ended September 30, 2023,

is as follows (in thousands):

the nine months ended September 30, 2023 (Unaudited)

Consolidated Statements of Cash Flows (in thousands)

flows from operating activities:

in operating assets and liabilities:

expenses and other current assets

investing and financing activities

Reclassification

of deferred offering costs to reduction of additional paid-in capital

Merger and Financing

discussed in Note 1 - Summary of Significant Accounting Policies , on September 22, 2023, the Company and MURF completed the Merger.

Upon the closing of the Merger, the following occurred:

share of Old Conduit common stock issued and outstanding immediately prior to the closing of the Merger, which totaled 2,000

shares, was exchanged for the right to receive

shares of the Company’s Common Stock

(“Common Stock”) resulting in the issuance of 64,626,430

shares of Conduit Pharmaceuticals, Inc.

addition to the shares issued to legacy Conduit shareholders noted above, an additional 373,570

shares of Common Stock was issued to Conduit

convertible note holders, resulting in a total of 65,000,000

shares of Common Stock being issued to Conduit

shareholders and holders of Conduit convertible notes payable.

connection with the Merger, 45,000

share of MURF Class A common stock held by

the MURF Sponsor was transferred to MURF Directors.

Each share was exchanged on a one-for-one

basis for shares of Common Stock.

share of MURF Class A common stock held by the MURF Sponsor prior to the closing of the Merger, which totaled 709,000

shares, was exchanged for, on a one-for-one

basis for shares of Common Stock.

share of MURF common stock subject to possible redemption that was not redeemed prior to the closing of the Merger, which totaled

shares, was exchanged for, on a one-for-one

basis for shares of Common Stock.

connection with the Merger, 3,306,250

shares of MURF Class B common stock held

by the Sponsor was automatically converted into shares of MURF Class A common stock and then subsequently converted into shares of

Common Stock on a one-for-one basis.

connection with the Merger, A.G.P./Alliance Global Partners (“A.G.P.”), whom acted as a financial advisor to both MURF

and Conduit, was due to receive (i) a cash fee of $ 6.5

million, 1,300,000

shares of Common Stock and warrants to purchase

shares of Common Stock at an exercise price

per share pursuant to its engagement agreement

with Conduit entered into on August 2, 2022 and (ii) $ 4.6

million of deferred underwriting fees as

a result of its engagement for MURF’s initial public offering.

Upon closing of the Merger, A.G.P.

received a cash payment of

million, 1,300,000

shares of Common Stock, and 54,000

warrants to purchase 54,000

shares of Common Stock.

The remaining $ 5.7

million of cash payments due to A.G.P upon

closing of the Merger was deferred and to be paid on or before March 21, 2025, with annual interest of 5.5 %.

The remaining cash payments due, which were directly attributable to the Merger, were accounted for as a liability with an offset

to additional paid-in capital in accordance with SAB Topic 5.A on the Company’s consolidated balance sheet.

connection with the Merger, MURF entered into subscription agreements (the “Subscription Agreements”) with certain accredited

investors (the “PIPE Investors”) for an aggregate of 2,000,000

units, with each

unit consisting of one share of Company common stock (the “PIPE Shares”), together with one warrant exercisable into

one share of Company common stock (the “PIPE Warrants”), at a purchase price of $ 10.00

per unit, for an

aggregate purchase price of $ 20,000,000

Financing”) .

Upon the closing of the PIPE

Financing (which closed in connection with the closing of the Merger), the Company received $ 20.0

million in cash from the PIPE Financing,

which was used to settle related party promissory notes issued by MURF to the MURF Sponsor and an affiliate of the MURF Sponsor as

well as transaction costs.

proceeds received by the Company from the Merger and PIPE Financing, net of transaction costs, and other payments for existing

liabilities and prepayments, totaled $ 8.5 million.

Merger was accounted for as a reverse recapitalization in accordance with U.S.

Under this method of accounting, MURF was treated

as the acquired company for financial reporting purposes (see Note 1 for further details).

Accordingly, for accounting purposes,

the Merger was treated as the equivalent of the Company issuing shares for the net assets of MURF, accompanied by a recapitalization.

The net assets of MURF were stated at historical cost with no goodwill or other intangible assets recorded.

following table presents the total Common Stock outstanding immediately after the closing of the Merger:

of Common Stock Outstanding

of MURF common stock subject to possible redemption for Conduit Pharmaceuticals Inc.

of MURF Class A common stock held by MURF Directors for Conduit Pharmaceuticals Inc.

of MURF Class A common stock held by MURF Sponsor for Conduit Pharmaceuticals Inc.

- Merger, net of redemptions

of Conduit Pharmaceuticals Inc.

common stock in connection with PIPE Financing

of Conduit Pharmaceuticals Limited ordinary shares for Conduit Pharmaceuticals Inc.

common stock on the Closing Date

of Conduit Pharmaceuticals Inc.

common stock to holders of Conduit Pharmaceuticals Limited convertible notes on the Closing Date

of Conduit Pharmaceuticals Inc.

common stock to an advisor for services directly related to the Merger

- Conduit Pharmaceuticals Inc.

common stock outstanding as a result of the Merger, PIPE Financing, exchange of Conduit Pharmaceuticals

Limited shares for shares of Conduit Pharmaceuticals Inc., issuance of Conduit Pharmaceuticals Inc.

common stock to holders of Conduit

Pharmaceuticals Limited convertible notes, and advisors.

the period ended December 31, 2023, there were no transfers between Level 1 and Level 2, nor into or out of Level 3.

The following table

presents as of December 31, 2023 the Company’s liabilities subject to measurement at fair value on a recurring basis (in thousands):

of Liabilities Subject to Measurement at Fair Value on Recurring Basis

Value Measurements as of December 31, 2023

Classified Warrants

following table presents as of December 31, 2022 the Company’s liabilities subject to measurement at fair value on a recurring

basis (in thousands):

Value Measurements as of December 31, 2022

notes payable

following table presents additional information about the convertible notes payable subject to measurement at fair value on a recurring

basis for which the Company used significant unobservable inputs (Level 3) (in thousands):

of Additional Information About the Financial Liabilities Subject To Measurement at Fair Value

as of December 31, 2022

Issuance of debt

in fair value

currency exchange impact

shares of common stock in connection with the Merger

as of December 31, 2023

convertible notes payable were valued using the fair value option and are considered Level 3 measured instruments.

See Note 7 for additional

Due to the embedded derivatives included in the convertible notes payable, the Company elected to use the fair value option.

The fair value was determined based upon a probability-weighted present value approach under three scenarios that consider the provisions

of the convertible notes payable.

The following table outlines the range of significant unobservable inputs as of September 22, 2023,

the closing date of the Merger, and December 31, 2022, respectively:

of Fair Value Significant Unobservable Inputs

input - Change of control

Probabilities

of conversion provisions

timing of conversion*

period to maturity*

Risk-adjusted

discount rate

Merger occurred on September 22, 2023, at which point the convertible notes converted into Common Stock.

As such, the timing of the

conversion was September 22, 2023 and the time period to maturity was no longer relevant as the notes converted.

Option Liability

option liability related to Cizzle (See Note 6) was valued using public market research to determine the probability of success that

similar studies in the respiratory and cardiovascular disease areas and a Black-Scholes pricing model.

In reviewing the public market

research, the Company determined the phase transition success rates for trials similar to AZD 1656 from Phase I to Phase II was 52.7 %.

In applying this rate to the sale of future revenue consideration realized, the Company determined the total underlying asset value to

In accordance with ASC 815, the fair

value of the option was remeasured at the end of each reporting period, with changes in fair value recorded to the statement of operations

and comprehensive income (loss).

The Company used this underlying asset value within a Black-Scholes model to remeasure the fair value

which was determined to be $ 1.4 million December 31, 2022.

On September 26, 2023, Cizzle exercised the option and exchanged its right

to future revenue for 395,460

shares of Common Stock.

This option liability

was re-measured up through the date of exercise resulting in a gain of $ 1.3 million.

Option Liability

option liability (See Note 6) was valued using public market research to determine the probability of successful clinical trials for

The probability was determined based on studies of clinical trials for assets similar to AZD 1656.

After this probability was

estimated it was then utilized as an input into a Monte Carlo Simulation model in order to value the option liability.

In reviewing the

public market research, the Company determined the phase transition success rates for trials similar to AZD 1656 from Phase I to Phase

II was 52.7 %.

In applying this rate to the sale of future revenue consideration realized, the Company determined the total underlying AZD 1656 value

The option was issued in the second

quarter of 2023, and as such, did not have a fair value at December 31, 2022.

In accordance with ASC 815, the fair value of the option

will be remeasured at the end of each reporting period, with changes in fair value recorded to the consolidated statements of operations

and comprehensive income (loss).

On November 30, 2023, Vela exercised the option and exchanged its right to future revenue for 1,015,760

shares of Common Stock.

This option liability

was re-measured up through the date of exercise resulting in a gain of $ 1.0 million.

of Additional Information About the Option Liability Subject to Measurement at Fair Value

as of December 31, 2022

in fair value

Option exercise

currency exchange impact

as of December 31, 2023

Classified Warrants

warrants issued to the PIPE Investor and an advisor in connection with the Merger are accounted for as liabilities in accordance with

ASC 815-40 and are presented within Warrant liabilities in the consolidated balance sheets.

Warrant liabilities are measured at fair

value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities

in the consolidated statements of operations and comprehensive income (loss).

measurements of the liability classified warrants are classified as Level 2 fair value measurements due to the use of an observable market

quote for the Company’s publicly traded warrants, which are considered to be a similar asset in an active market.

warrant liabilities are calculated by multiplying the quoted market price of the Company’s publicly traded warrants by the number

of liability classified warrants.

Balance Sheet Details – Current Assets

assets consisted of the following as of December 31, 2023 and December 31, 2022 (in thousands):

of Balance Sheet Details

directors and officers insurance

prepaid expenses

Accrued expenses

income taxes payable

cash used in operating activities

( 1,311,310 )

Cash flows from investing

deposited into Trust Account

prepaid expenses and other current assets

Liability Related to the Sale of Future Revenue

Technologies PLC

Company entered into an Agreement with SGSC to approve an Indirect Investment from Vela Technologies PLC (“Vela”) on October

20, 2020, whereby Vela agreed to provide funding to the Company for an indirect investment in AZD 1656 for use in the field in exchange

of future revenue earned if AZD 1656 is commercialized (the “Vela Agreement”).

Total consideration under the Vela Agreement

million (£ 2.35

million), consisting of $ 1.6

million (£ 1.25

million) cash and the issuance of 1.1 billion

common shares in Vela, which based on the Vela’s fair value per share and was $ 1.3 million.

During the year ended December 31,

2021, the Company sold all 1.1 billion of its Vela shares for $ 1.2 million and recorded a loss of $ 0.1 million on the sale.

received the $ 1.6

million (£ 1.25 )

million cash consideration during the year ended December 31, 2020.

This consideration was recorded as a liability related to the future

sale of revenue on the balance sheet in accordance with ASC 470-10.

April 2023, the Company entered into an agreement with Vela which granted Vela the right, but not the obligation, to sell its 8 %

royalty interest in AZD 1656 back to Conduit.

Vela paid a one-time, non-refundable option fee to Conduit of $ 0.5

million (£ 0.4

Total consideration

payable to Vela upon exercise of the option was £ 4.0

million ($ 5.08 million

on the exercise date) worth of new common shares in the

combined entity after the Merger between Conduit Pharmaceuticals Limited and MURF, following the consummation of the Merger, at a price

per share equal to the volume-weighted average price per share over the ten (10) business days prior to the date of the notice of exercise.

The option contained a provision stating that in no event would the price per share for the consideration shares be lower than $ 5

or higher than $ 15 .

option was exercisable in whole at any time from the close of the Merger (the “Effective Time”) until the earlier of (i)

the date that was six (6) months from the Effective Time, and (ii) February 7, 2024, the expiration date of the term .

November 30, 2023, Vela exercised its option to sell back its indirect investment in AZD 1656 in exchange for 1,015,760

shares of the Common Stock.

The Company recognized

million of deferred revenue and recorded $ 2.8

million to other income (expense), net, on the

consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2023.

of December 31, 2023, there was no liability for the sale of future revenue related to Vela.

Biotechnology Holdings PLC

February 11, 2022, the Company entered into an agreement with Cizzle PLC (“Cizzle”) whereby Cizzle agreed to purchase a percentage

of future revenue earned in AZD 1656, should it reach the commercialization stage.

Total consideration under the agreement is specified

million (£ 1.2

million), consisting of the issuance of the fair

value of 25.0

million new common shares in Cizzle on the date

of the agreement and the fair value of 22.0

million shares to be issued at the earlier of

Cizzle’s shareholder approval or one year from the date of the agreement.

million shares were received by the Company in

the fourth quarter of 2022 and were subsequently sold within the fourth quarter of 2022.

The Company recorded a liability related to

deferred revenue of $ 1.4

million for the consideration received from Cizzle

as of December 31, 2022.

payments received for the sale of future revenue will be classified as a liability related to the future sale of revenue.

Under ASC 470-10-25,

a seller of future revenue should evaluate whether the proceeds received should be accounted for as debt or deferred income.

the factors that created a rebuttable presumption of debt within the guidance, the Company determined that there were factors present

to overcome the debt presumption and deferred income classification to be appropriate.

The main factors the Company considered were that

the transactions in form were sales, and not debt transactions.

Each agreement does not guarantee a return to each purchaser, the return

is based solely on future performance of AZD 1656 should it reach commercialization, with neither purchaser having an involvement in

generating future cash flows from AZD 1656.

December 15, 2022, the Company entered into an agreement with Cizzle whereby the Company granted Cizzle the option, but not the obligation,

to sell its economic interest in AZD 1656 back to the Company.

The agreement contained an option period of nine months from the date

of the agreement for Cizzle to notify the Company of its intent to exercise the option to sell its economic interest in AZD 1656.

closing of the agreement, Cizzle agreed to pay the Company an option fee of $ 0.1

million (£ 0.1

September 26, 2023, Cizzle exercised its option to sell back its indirect investment in AZD 1656 in exchange for 395,460

shares of the Common Stock.

The Company recognized

the $ 1.5 million of deferred revenue and recorded $ 1.5

million to other income (expense), net, on the

consolidated statements of operations and comprehensive income (loss) for the year ended December

As of December 31, 2023, there was no liability for the sale of future revenue related to Cizzle.

following table presents as of December 31, 2023 the Company’s liability for the sale of future revenue (in thousands):

of Liability for the Sale of Future Revenue

Liability related to the

sale of future royalties

of future royalties

of deferred revenue upon options exercise

currency exchange impact

Convertible Notes Payable

May 27, 2021, the Company approved a Master Convertible Loan Note Instrument (the “2021 Convertible Loan Note Instrument”),

permitting the Company to issue convertible notes in a maximum aggregate principal amount of up to $ 1.4

million (£ 1.0

The convertible notes issuable under

the 2021 Convertible Loan Note Instrument mature three years after issuance to the respective noteholders and bear 5 %

interest, only to be paid to the noteholders in the event of a material breach by the Company of the terms of the 2021 Convertible Loan

Note Instrument.

In the event of a Change of Control (as defined in the 2021 Convertible Loan Note Instrument), the convertible notes

issued under the 2021 Convertible Loan Note Instrument automatically convert into common shares of the Company at a conversion price

equal to a 20 %

discount to the price per share paid for the most senior class of shares in respect of such Change of Control.

The Company, with consent

from the noteholders, may prepay the convertible notes payable issued under the 2021 Convertible Loan Note Instrument without penalty.

The convertible notes payable issued under the 2021 Convertible Loan Note Instrument are general, unsecured obligations of the Company.

August 26, 2022, under the terms of the 2021 Convertible Loan Note Instrument, the Company issued a $ 0.5

million (£ 0.4

million) convertible note payable to an investor.

October 6, 2022, under the terms of the 2021 Convertible Loan Note Instrument, the Company issued a $ 67

thousand (£ 50

thousand) convertible note payable to an investor.

As of October 6, 2022, $ 1.3 million

2021 Convertible Loan Notes were issued and outstanding.

November 1, 2022, the Company approved a master Convertible Loan Note Instrument (the “2022 Convertible Loan Note Instrument”),

permitting the Company to issue convertible notes payable for a maximum aggregate principal amount of up to $ 3.3

million (£ 3.0

The convertible notes payable issuable

under the 2022 Convertible Loan Note Instrument mature three years after issuance to the respective noteholders and bear 5 %

interest, only to be paid to the noteholders in the event of a material breach by the Company of the terms of the 2022 Convertible Loan

Note Instrument.

In the event of a Change of Control (as defined in the 2022 Convertible Loan Note Instrument), the convertible notes

payable issued under the 2022 Convertible Loan Note Instrument automatically convert into common shares of the Company at a conversion

price equal to a 20 %

discount to the price per share paid for the most senior class of shares in respect of such Change of Control.

The Company, with consent

from the noteholders, may prepay the convertible notes payable issued under the 2022 Convertible Loan Note Instrument without penalty.

The convertible notes payable issued under the 2022 Convertible Loan Note Instrument are general, unsecured obligations of the Company.

November 16, 2022, under the terms of the 2022 Convertible Loan Note Instrument, the Company issued convertible notes payable with an

aggregate principal amount of $ 0.4

million (£ 0.3

million) to an investor.

January and February 2023, under the terms of the 2022 Convertible Loan Note Instrument, the Company issued convertible notes

payable with an aggregate principal amount of $ 0.9 million

(£ 0.8 million)

to non a -related third party.

discussed in Note 15 – Related Party Transactions, during January and February 2023, under the terms of the 2022 Convertible Loan

Note Instrument, the Company issued convertible notes payable with an aggregate principal amount of $ 0.4

million (£ 0.3

million) to the CEO of Corvus Capital Limited,

the majority shareholder of the Company.

Company elected to fair value the convertible notes payable issued under the 2021 and 2022 Convertible Loan Note Instruments.

end of each reporting period, the Company calculates the fair value of the convertible notes payable, and any changes in fair value are

reported in other income (expense), net, in the current period’s consolidated statements of operations and comprehensive income

There has been no change in fair value from a change in credit

On September 22, 2023, as discussed in Note 2 - Merger, the Company and MURF completed the Merger, at which point all outstanding

convertible notes issued under the 2021 and 2022 Convertible Loan Instruments converted into 373,570

shares of Common Stock.

For the period from July

1, 2023 through September 22, 2023, the closing date of the Merger, the Company recorded a loss from the change in fair value of convertible

notes payable of $ 0.1

million in other income (expense), net, in its

consolidated statements of operations and comprehensive income (loss).

September 22, 2023, in connection with the Merger, the Company record an immaterial loss on extinguishment of convertible notes payable

in other income (expense), net, in its consolidated statements of operations and comprehensive income (loss).

the year ended December 31, 2022, the Company recorded a $ 0.3

million loss from the change in fair value of

convertible notes payable in other income (expense), net, in its consolidated statements of operations

and comprehensive income (loss).

See Note 4 for additional information regarding the fair value measurement of convertible notes

Promissory Notes Payable

March 2023, the Company issued a convertible promissory note payable with an aggregate principal amount of $ 0.8

million to a non-related third party.

note matures and is payable in full 18 months from the date of issuance .

The note carries interest at a rate of 20 %

annually, which is payable every six (6) months from the date of the note until the maturity date.

The note contained the option of conversion

to MURF common stock (Conduit common stock following the merger) at $ 10

per share, at the option of the noteholder, prior

to the merger.

The promissory convertible note payable was not converted at the closing of the Merger and was also not converted as of

December 31, 2023.

Issuance costs associated with the note were immaterial and expensed as incurred on the Company’s consolidated

statements of operations and comprehensive income (loss).

The Company has not elected the fair value option and will account for the

promissory convertible note payable as a liability in accordance with ASC 470 on the Company’s balance sheet.

As of December 31,

2023, interest incurred on the convertible promissory note was $ 0.2

million and was recorded to Interest expense,

net, on the consolidated statements of operations and comprehensive income (loss).

As of December 31, 2023 interest payments to the lender

totaled $ 0.2

million and were recorded as a reduction of accrued

interest on the consolidated balance sheet.

Company notes that this issuance was outside of the terms of the 2022 Convertible Loan Note Instrument.

Loans Payable

May 1, 2022, the Company entered into Loan Agreements (the “Loans”) with two lenders, totaling $ 0.2

Loans mature two years from the date of the agreement and bear no interest .

Each loan was made available to the Company by the lenders in three tranches of (i) $ 33

thousand (£ 30

thousand) and (iii) $ 28

thousand (£ 25

thousand), totaling $ 0.2

The Loans provided for events of default,

including, among others, failure to make payment, bankruptcy and non-compliance with the terms of the Loans.

As of December 31, 2023,

the Company utilized all three tranches of the first loan and two out of three tranches of the second loan, with total loans payable

at December 31, 2023 and December 31, 2022 of $ 0.2

million and $ 0.2

million, respectively.

Deferred Commission Payable

discussed in Note 4, A.G.P was a financial advisor to both MURF and Old Conduit in connection with the Merger transaction.

Upon the completion

of the Merger, A.G.P.:

(i) received a cash fee of $ 6.5

million, 1,300,000

shares of Common Stock, and warrants to purchase

shares of Common Stock at an exercise price of

per share pursuant to its engagement agreement

with Old Conduit entered into on August 2, 2022, and (ii) agreed to defer payment, to be paid in the future under certain circumstances

by a date no later than March 21, 2025, of $ 5.7

million of fees plus annual interest of 5.5 %

as a result of its engagement for MURF’s IPO.

million deferred commissions payable was recorded

as a non-current liability on the Company’s consolidated balance sheet as of December 31, 2023.

Accrued interest was recorded as

a liability on the Company’s consolidated balance sheet under accrued expenses and other current liabilities and totaled $ 85

thousand as of December 31, 2023.

Share Based Compensation

September 22, 2023, in connection with the Merger, the Company adopted the Conduit Pharmaceuticals Inc.

2023 Stock Incentive Plan (the

“2023 Plan”).

The 2023 Plan became effective upon the closing of the Merger.

The 2023 Plan initially provides for the issuance

of up to 11,497,622

shares of Common Stock.

The number of authorized

shares will automatically increase on January 1, 2024 and continuing annually on each anniversary thereof through (and including) January

1, 2033, equal to the lesser of (i) 5 %

of the Shares outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of Shares as determined

by the Board or the Committee.

The 2023 Plan allows for awards to be issued to employees and non-employee directors in the form of options,

stock appreciation rights, restricted stock, restricted stock units, performance stock units, dividend equivalents, other stock-based,

or other cash-based awards.

As of December 31, 2023, there were 10,351,358

shares of Common Stock available for issuance

under the 2023 Plan.

the year ended December 31, 2023 and 2022, there was $ 0.2 million and nil in stock-based compensation expense recognized within General

and administrative expenses on the consolidated statements of operations and comprehensive income (loss), respectively, related to the

RSUs and Stock Options granted since the Merger.

connection with the Merger, as discussed in Notes 1 and 3, and by Unanimous Written Consent of the Board of Directors, the Chief Financial

Officer of Conduit Pharmaceuticals, Inc.

was granted 74,545

restricted stock units (“RSUs”) on

December 1, 2023.

vest in equal annual installments on the first three anniversaries of the closing of the Merger .

RSUs were vested as of December 31, 2023.

The following

table summarizes restricted stock award activity:

of Restricted Stock Award Activity

Average Grant Date Fair Value Per Unit

at December 31, 2022

Cancelled/forfeited

at December 31, 2023

of December 31, 2023 there was $ 0.4

million of total unrecognized compensation

expense related to unvested restricted stock awards, which is expected to be recognized over a weighted average vesting period of 3 years.

Company estimates the fair value of each option award on the date of grant using the Black-Scholes option-pricing model.

then recognizes the grant date fair value of each option as compensation expense ratably using the straight-line attribution method over

the service period (generally the vesting period).

The Black-Scholes model incorporates the following assumptions:

volatility – the Company estimates the volatility of the share price of their peer companies at the date of

grant using a “look-back” period which coincides with the expected term, defined

The Company believes using a “look-back” period which coincides with the

expected term is the most appropriate measure for determining expected volatility.

term – the Company estimates the expected term using the “simplified” method outlined in SEC Staff Accounting Bulletin No.

107, “Share-Based Payment.”

interest rate – the Company estimates the risk- free interest rate using the U.S.

Yield curve for periods equal to the expected term of the options in effect at the time of

– the Company uses an expected dividend yield of zero because the Company has not declared

nor paid a cash dividend, nor are there any plans to declare a dividend.

Company estimated the fair value of stock options granted in the periods presented using a Black-Scholes option-pricing model utilizing

the following assumptions:

Schedule of Fair Value

of Stock Option Granted

the year ended December 31,

volatility (%)

interest rate (%)

dividend yield (%)

Company accounts for forfeitures as they occur, which may result in the reversal of compensation costs in subsequent periods as the forfeitures

following table summarizes stock option activity for the 2023 Plan:

of Stock Option Activity

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Aggregate Intrinsic Value (in thousands)

Outstanding at December 31, 2022

Cancelled/forfeited

Outstanding at December 31, 2023

aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair

value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s

common stock.

As of December 31, 2023, the total compensation cost related to non-vested option awards not yet recognized was $ 4.1 million

with a weighted average remaining vesting period of 3.3 years .

provision (benefit) for income taxes the year ended December 31,

Schedule of Provision for Income Tax

For The Years Ended

Current income tax

Deferred income tax

( 1,449,283 )

cash used in investing activities

Change in Valuation Allowance

Net Income Tax Expense

tax provision differed from the amount computed by applying the U.S.

federal income tax rate of 21 %

to income (loss) before taxes, as follows:

of Federal Income Tax Rate

The Years Ended

at federal statutory rate

$ ( 417,879 )

Cash flows from financing

Deferred offering costs

Proceeds from note payable

Proceeds from issuance

of Class B common stock to Sponsor

Sale of units in public

Sale of private placement

Payment of offering costs

$ ( 112,575 )

of note payable - Sponsor

cash provided by financing activities

Net change in cash

Cash at beginning

at end of period

Non-cash financing activities:

Deferred offering

costs included in accrued offering costs

Prepaid expenses

paid by note payable - Sponsor

Deferred offering

costs paid by note payable - Sponsor

Deferred commission

Class A shares subject to redemption

accompanying notes are an integral part of these financial statements.

CANYON ACQUISITION CORP.

THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM OCTOBER 19, 2021 (INCEPTION) THROUGH DECEMBER

to financial statements

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Canyon Acquisition Corp.

(the “Company”) was incorporated in Delaware on October 19, 2021.

The Company was formed for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for

purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company

is subject to all of the risks associated with early stage and emerging growth companies.

of December 31, 2022, the Company had not commenced any operations.

All activity for the period from October 19, 2021 (inception) through

December 31, 2022 relates to the Company’s formation, the proposed initial public offering (“Initial Public Offering”),

which is described below, and searching for an initial Business Combination, as defined below.

The Company will not generate any operating revenues until

after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form

of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year

registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective

on February 2, 2022.

On February 7, 2022, the Company consummated the Initial Public Offering of 13,225,000 units (“Units”), generating gross proceeds

of $ 132,250,000 , which is described in Note 3.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 754,000

units (the “Private Placement Units”) at a price of $ 10.00

per Private Placement Unit in private placements to Murphy Canyon Acquisition Sponsor LLC (the “Sponsor”), with gross

proceeds of $ 7,540,000 .

the closing of the Initial Public Offering on February 7, 2022, an amount of $ 139,790,000 from the net proceeds of the sale of the Units

in the Initial Public Offering and the Private Placement Units was placed in the Trust Account, as defined below.

This resulted in an

overfunding of the Trust Account of $ 4,895,000 .

As such, subsequent to the initial funding of the Trust Account, $ 2,000,000 was transferred

to the Company’s operating cash account and $ 2,895,000 was used to pay offering costs.

The funds held in the Trust Account may

be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as

amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that

holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as

determined by the Company, until the earlier of:

(i) the completion of a Business Combination or (ii) the distribution of the Trust Account,

as described below.

November 8, 2022, the Company entered into a definitive Business Combination Agreement (the “BCA”) with Conduit Pharmaceuticals

Limited, a Cayman Islands exempted company (“Conduit”), and Conduit Merger Sub, Inc., a Cayman Islands exempted company (“Merger

Merger Sub is a wholly owned subsidiary of the Company.

Conduit is a pharmaceutical company led by experienced pharma executives,

established to fund the development of successful deprioritized clinical assets licensed from large pharmaceutical companies through

its exclusive relationships.

The BCA was amended in January 2023, see Note 10 for additional information.

the consummation of the transactions contemplated by the BCA, Merger Sub will merge with and into Conduit, with Conduit surviving as

a wholly owned subsidiary of the Company (the “Business Combination”).

The Company is expected to be renamed Conduit Pharmaceuticals

at the closing of the Business Combination.

to the BCA, at the closing, the Company shall issue and deliver to the shareholders of Conduit an aggregate number of shares of the Company’s

common stock with an aggregate value equal to $ 650,000,000 , with each share valued at $ 10.00 per share.

A private placement transaction

shall be conducted by the Company contemporaneously with the Business Combination (the “PIPE Financing”), pursuant to which

the Company has entered into subscription agreements providing for aggregate investments in the Company’s securities of $ 27,000,000 .

can be no assurance that the Business Combination or PIPE Financing will occur as planned or at all.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market

value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions

and taxes payable on the interest earned on the Trust Account).

The Company will only complete a Business Combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of

1940, as amended (the “Investment Company Act”).

Upon the closing of the Initial Public Offering, management has agreed that

an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants,

will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended

investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the

Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the

distribution of the funds held in the Trust Account, as described below.

Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination

or (ii) by means of a tender offer in connection with the Business Combination.

The decision as to whether the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (net of taxes payable).

There will be no redemption

rights upon the completion of a Business Combination with respect to the Company’s warrants.

All of the Public Shares contain a

redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder

vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and

restated certificate of incorporation.

In accordance with U.S.

Securities and Exchange Commission (“SEC”) and its guidance

on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a

company require common stock subject to redemption to be classified outside of permanent equity.

Given that the Public Shares will be

issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as

temporary equity will be the allocated proceeds determined in accordance with ASC 470-20.

The Class A common stock is subject to ASC

If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in

the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become

redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately

as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

have elected to recognize the changes immediately.

The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction

to retained earnings, or in absence of retained earnings, additional paid-in capital).

The Public Shares are redeemable and will be classified

as such on the balance sheet until such date that a redemption event takes place.

the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority

of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange

If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide

to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation

(the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the (“SEC”)

and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction

is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business

or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not

pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor

has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering

in favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting,

and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder

or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held

by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation

(i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination

or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined

below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless

the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

the Company has not completed a Business Combination within 12 months from the consummation of our initial public offering (or up to

February 7, 2024 at the election of the Company subject to satisfaction of certain conditions, as amended at the January 2023 Special

Meeting, see Note 10) (“Business Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account

and not previously released to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then

outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the

right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,

subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of

other applicable law.

Our Sponsor has committed to provide additional funds if needed to make such a deposit for the extensions.

will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if

the Company fails to complete a Business Combination within the Combination Period.

holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails

to complete a Business Combination within the Combination Period.

However, if the holders of Founder Shares acquire Public Shares in

or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the

Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to

their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination

within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will

be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value

of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims

by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed

entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such

lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00

per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn

to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account

and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an

executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability

for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account

due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered

accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the

Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Plan and Going Concern

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that the Combination Period is less than one year from the date of the issuance of the financial statements.

There is no assurance that

the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

Additionally, the Company has incurred and expects to continue to incur

significant costs in pursuit of its acquisition plans.

As a result, these factors

raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance

of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position, results of its operations, and search for a target company, the specific

impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”).

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities

Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging

growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 345,777 and $ 48,555 in cash as of December 31, 2022 and 2021.

The Company did not have any cash equivalents

as of December 31, 2022 or December 31, 2021.

Held in Trust Account

December 31, 2022 and 2021, the Company had $ 136,871,183 and zero, respectively, in investments held in the Trust Account.

Costs Associated With a Public Offering

Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A

— “ Expenses of Offering.” Offering costs of $ 7,738,161

consisting of $ 2,645,000

of underwriting fees, $ 4,628,750

of deferred underwriting fee (which are held in the Trust Account with Wilmington Trust Company acting as trustee),

and $ 464,411

of Initial Public Offering costs.

Of these costs, $ 1,358,457

were allocated to Public Warrants (as defined in Note 3) and Private Placement Warrants (as defined in Note 4), respectively.

A Common Stock Subject to Possible Redemption

Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in

ASC 480 “ Distinguishing Liabilities from Equity ”.

Common stock subject to mandatory redemption is classified as a

liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company’s control) are classified as temporary equity.

At all other times, common stock is classified as

stockholders’ equity.

The shares of the Company’s Class A common stock feature certain redemption rights that are

considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2022, the shares of Class A common stock subject to possible redemption in the amount of $ 136,771,183

are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance

of December 31, 2022, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled

in the following table:

SCHEDULE OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds from IPO

Rate Differential

& Entertainment

Debt Adjustment

( 1,048,277 )

Proceeds allocated to Public Warrants

( 1,048,277 )

Class A common stock issuance costs

Accounting Adjustment

In Valuation Allowance

provision (benefit) for income taxes

tax effects of temporary differences which give rise to significant portions of deferred tax assets are as follows as of December 31:

of Deferred Tax Assets And Liabilities

The Years Ended

operating loss

deferred tax asset

Tax Liabilities

deferred tax assets

( 1,198,302 )

Remeasurement

adjustment of carrying value to redemption value

Class A common stock subject to possible redemption, as of March 31, 2022

Remeasurement adjustment

of carrying value to redemption value

Class A common stock subject to possible

redemption as of June 30, 2022

Remeasurement adjustment

of carrying value to redemption value

Class A common stock subject to possible

redemption as of September 30, 2022

Remeasurement adjustment

of carrying value to redemption value

Class A common stock

subject to possible redemption as of December 31, 2022

( 1,449,283 )

Income (Loss) per Common Share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income (loss)

per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding

for the period.

Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share

as the redemption value approximates fair value.

calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with

the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence

of future events.

As of December 31, 2022, the Company’s outstanding warrants ( 13,979,000 ) have been excluded from diluted net

loss as their inclusion would be anti-dilutive.

As a result, diluted net income (loss) per common share is the same as basic net income

(loss) per common share for the periods presented.

following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

SCHEDULE OF BASIC AND DILUTED NET INCOME LOSS PER COMMON SHARE

For the Period

Since Inception to

Basic and diluted net income

per common share

Basic and diluted weighted average shares

Basic and diluted net

income per common share

the Year Ended

A common stock

B common stock

and diluted net loss per common share

of net income

and diluted weighted average shares outstanding

and diluted net loss per common share

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022

or December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

Company has identified the United States and California as its only tax jurisdictions.

The Company is subject to income taxation by major

taxing authorities since inception.

All tax periods are open to examination by tax authorities.

These examinations may include questioning

the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next

twelve months.

The Company actual tax expense differs from the expected tax expense due to the change in the valuation allowance.

Concentration

of Credit Risk

instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account.

Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal Depository Insurance Corporation coverage

limit of $ 250,000 , and investments held in the Trust Account.

As of December 31, 2022 and 2021, the Company had not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Held in Trust Account

Company’s Investments held in the Trust Account were $ 136,871,183

at December 31, 2022 and zero

deferred tax assets (liability)

of December 31, 2023, the Company had net operating loss (“NOL”) carryforwards for U.S.

federal” purposes of approximately

which carryforward indefinitely and can offset 80 %

of taxable income in future years.

As of December 31, 2023, the Company had state NOL carryforwards of:

which will begin to expire in 2044.

As of December 31, 2023, the

Company had net operating loss (“NOL”) carryforwards for foreign purposes of approximately $ 1,003,925

which carryforward indefinitely.

Net operating loss (NOL) carryforwards

are subject to limitations in the event of a change in control under Section 382 of the Internal Revenue Code.

This section limits the

amount of taxable income that can be offset by NOLs after an ownership change.

The limitation is calculated as the value of the old loss

corporation multiplied by the long-term tax-exempt rate.

If the new loss corporation does not continue the business enterprise of the

old loss corporation for a specified period, the NOL carryforwards may be disallowed.

The Company has not yet conducted a Section 382

study to determine whether any ownership changes have occurred that would impose annual limitations on its ability to utilize its NOL

carryforwards.

Until such a study is completed, there is substantial uncertainty regarding the amount of NOL carryforwards that could

be utilized annually to offset future taxable income.

Company establishes a valuation allowance when it is more likely than not that the Company’s recorded net deferred tax asset will

not be realized.

In determining whether a valuation allowance is required, the Company must take into account all positive and negative

evidence with regard to the utilization of a deferred tax asset.

As of December 31, 2023, the valuation allowance for deferred tax assets

totaled approximately $ 1,449,283 .

Common Stock and Preferred Stock

of December 31, 2023, and December 31, 2022, the Company has authorized the issuance of up to 250,000,000

and 400,000,000 ,

shares of common stock, at a par value $ 0.0001

per share, respectively.

of December 31, 2023, there were 73,829,536

shares of Common Stock issued and outstanding.

As of December

Company’s portfolio of investments is comprised of U.S.

government securities, within the meaning set forth in Section 2(a)(16)

of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

securities and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held

in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities.

When the Company’s

investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities

and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account

in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using

available market information.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements”

approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature.

value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction

between market participants at the measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted

for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each

reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion

of the instrument could be required within 12 months of the balance sheet date.

Company accounts for warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”.

Under ASC 815-40 warrants that meet the criteria for equity treatment are recorded in stockholders’ equity (deficit).

The warrants are

subject to re-evaluation of the proper classification and accounting treatment at each reporting period.

If the warrants no longer

meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the

statement of operations.

Accounting Standards

Management does not believe that any recently issued, but not yet effective,

accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company sold 13,225,000

31, 2022, there were 64,626,430

shares of Common Stock issued and outstanding as a result of

the retrospective application of the Merger, as discussed in Note 2.

cash dividends have been declared or paid as

of December 31, 2023.

November 4, 2022, Conduit Pharmaceuticals Limited issued 1,000

common shares to Corvus Capital Limited.

Capital Limited subsequently transferred 775 Ordinary Shares to other investors.

common shares converted into 32,313,215

shares of Conduit Pharmaceuticals, Inc.

Stock upon the closing of the Merger.

of December 31, 2023, the Company has authorized the issuance of up to 1,000,000

shares of Conduit Pharmaceuticals, Inc.

stock (the “Preferred Stock”).

As of December 31, 2022, no

preferred shares were authorized for issuance.

of December 31, 2023 and December 31,2022, no

shares of Preferred Stock were issued and outstanding.

of the Common Stock are entitled to one vote per share, and to receive dividends, on and if declared by the board of directors and, upon

liquidation or dissolution, are entitled to receive all assets available for distribution, subordinate to the rights, preferences, and

privileges of any outstanding preferred shares (if any) with respect to dividends and in connection with liquidation, winding up and

dissolution of the Company.

The holders have no preemptive or other subscription rights.

Earnings/(Net Loss) Per Share

following table presents the calculation of basic and diluted earnings/(net loss) per share (in thousands, except share amounts and per

of Basic and Diluted Net Loss Per Share

the years ended

income (loss) - basic

Change in fair value and income impact of option liabilities

income (loss) - diluted

average common stock outstanding, basic

Option liability conversion shares

average shares used in computing net loss per share - diluted

income (loss) per share, basic

income (loss) per share, diluted

The Company notes that the adjustment to the numerator

for the change in fair value and income impact of Vela and Cizzle accounts for changes in fair value of each option, gains (losses) at

the time of issuance of each option and the statement of operations impact of the derecognition of deferred revenue that originated upon

the initial sale of royalties to both Vela and Cizzle.

dilutive securities (upon conversion) that were not included in the diluted per share calculations because they would have been anti-dilutive

were as follows:

of Potentially Dilutive Securities

classified warrants

notes payable

promissory notes payable

Commitments and Contingencies

Company is subject to certain claims and contingent liabilities that arise in the normal course of business.

While we do not expect that

the ultimate resolution of any of these pending actions will have a material effect on our consolidated results of operations, financial

position or cash flows, litigation is subject to inherent uncertainties.

As such, there can be no assurance that any pending legal action,

does not become material in the future.

August 2023, prior to the Business Combination, our now wholly-owned subsidiary, Conduit Pharmaceuticals Limited, received a letter from

Strand Hanson Limited (“Strand”) claiming it was owed advisory fees pursuant to a previously executed letter.

Conduit rejected

and disputes the substance of the letter in full.

Following such rejection, on September 7, 2023, Strand filed a claim in the Business

and Property Courts of England and Wales claiming it is entitled to be paid the sum of $ 2

million and, as a result of the completion of

the Business Combination, to be issued 6.5

million shares of common stock.

The potential

contingency is not considered probable or reasonable estimable as of the financial statement issuance date and no loss contingency accruals

have been incurred in the accompanying financial statements.

We intend to vigorously defend against these claims.

Regardless of its outcome,

the litigation may impact our business due to, among other things, defense legal cost and the diversion of the attention of our management.

Related Party Transactions

Capital Limited

Capital Limited (“Corvus”) is a significant investor in the Company through subscribing to 1,000

common shares prior to the closing of the Merger

on September 22, 2023.

As discussed in Note 3, the shares held by Corvus on the closing date of the Merger were exchanged for shares

of Conduit Pharmaceuticals Inc.

common stock.

The Chief Executive Officer of Corvus is a member of Conduit’s board of directors.

In conjunction with the execution of the PIPE Subscription Agreement, Corvus Capital and its affiliates entered into a participation

and inducement agreement with the Private Placement Investor whereby Corvus agreed to provide certain payments and economic benefits

to such investor in the event Corvus Capital sold or pledged in a debt transaction any of the shares it was receiving in the Business

In certain circumstances, such investor may have a right to cause Corvus Capital to transfer certain of its shares to such

the years ended December 31, 2023 and 2022, the Company incurred director’s fees and travel expenses payable to the CEO of Corvus

of approximately $ 1.0

million and $ 0.2

million, respectively.

As of December 31, 2023,

the Company did not owe the CEO of Corvus any director’s fees as the CEO of Corvus and the Company agreed to cease director’s

fees to the CEO of Corvus effective at the closing of the Merger.

As of December 31, 2022, the Company owed approximately $ 0.6 million

of advisory fees to Corvus, which were recorded to accrued expenses on the balance sheet.

million of accrued advisory fees were paid during the fourth quarter of 2023 and no remaining advisory fees were due to Corvus as of

December 31, 2023.

As of December 31, 2023, the Company paid fees to an employee of Corvus

of approximately $ 65

Total fees payable to the employee of Corvus for work performed on behalf of the Company through the closing of the Merger

totaled $ 0.2 million, but a reduction was negotiated as the employee of Corvus became an employee of the Company, effective at the closing

of the Merger.

Amounts owed to the CEO and employee of Corvus are included in accrued expenses and other current liabilities in the balance

the year ended December 31, 2023, and December 31, 2022, the Company paid a family member of the CEO of Corvus nil and $ 33

thousand, respectively.

the year ended December 31, 2023, Corvus provided a $ 0.2

million cash contribution to the Company to maintain

liquidity through the closing of the Merger.

There was no intention of repayment by both Corvus and the Company, and as such, the Company

recorded the contribution to the consolidated statement of changes in stockholders’ deficit.

January and February 2023, under the terms of the 2022 Convertible Loan Note Instrument, the Company issued convertible notes payable

with an aggregate principal amount of $ 0.4

million (£ 0.3

million) to the CEO of Corvus.

The convertible

notes payable mature three years after issuance and bear 5 %

interest, only to be paid in the event of a material breach by the Company of the terms of the 2022 Convertible Loan Note Instrument.

In the event of a Change of Control, the convertible notes payable automatically convert into common shares of the Company at a conversion

price equal to a 20 %

discount to the price per share paid for the most senior class of shares in respect of such Change of Control.

All of the convertible

notes payable converted into Common Stock upon the closing of the Merger at a 20 %

discount as specified under the terms of the 2021 Convertible Note Loan Instrument and the 2022 Convertible Note Loan Instrument.

loans made to a related party were stated at a total principal amount of $ 0.8 million,

$ 0.3 million

outstanding at December 31, 2023 and December 31, 2022, respectively.

The loan carried no interest, and as such, no interest

receivable was recorded.

The Company recorded a full reserve against the loan as the related party did not have the ability to repay

the loans as of December 31, 2022.

On September 22, 2023, the related party paid back a significant portion of its outstanding loan

and the Company forgave the remaining portion of the loan and the Company recorded the $ 0.3

million payoff as a gain within general and administrative expense on the consolidated statement of operations and comprehensive

income (loss), as it had previously been fully reserved.

George Street Capital

George Street Capital is a significant investor in the Company through subscribing to 147 common

shares of Old Conduit, which were exchanged for shares of Common Stock upon the closing of the Merger.

The Chief Executive Officer

of St George Street Capital is also the Chief Executive Officer of Conduit.

Further, the Company has an Exclusive Funding Agreement

(as defined below) with St George Street Capital.

For the year ended December 31, 2023 and 2022, the Company incurred no expenses to

St George Street Capital in 2023 and $ 0.1 million in 2022 respectively.

As of December 31, 2023 and December 31, 2022, the Company did not owe any amounts to St George Street

March 26, 2021, the Company entered into the Exclusive Funding Agreement (“Global Funding Agreement”) with St George Street

Under the agreement, the Company has the first exclusive right, but not the obligation, to provide or procure funding for the

performance of a drug discovery and/or development project that St George Street wishes to undertake (each a “Project”) in

consideration for a share of the Net Revenue, as defined in respect to each Project (each a “Project Option”).

Street must notify the Company in writing of each Project St George Street wishes to undertake (each a “Project Notice”).

Within 90 days of a Project Notice, the Company must notify St George Street in writing whether it wishes to exercise its exclusive right

to provide all or some of the funding.

Such notice exercising the Project Option will specify the source and amount of the required funding

the Company will provide.

In the event the Company exercises its Project Option, the parties shall come to agreement for the provision

of funding for the Project (each a “Project Funding Agreement”).

Within 30 days of the entry into any Project Funding Agreement,

a joint commercialization committee will be established to oversee the Project.

Upon the receipt of any Net Revenue, as defined, St George

Street will first pay the expenses it has incurred, and the remaining Net Revenue will be shared between the parties according to the

agreed percentage.

As of December 31, 2023, the Company has not recognized any net revenue from the Global Funding Agreement and related

and St George Street have entered into five project funding agreements, which are subject to the terms of the Global Funding Agreement,

to develop certain clinical assets that have been licensed to St George Street by AstraZeneca.

The project funding agreements relate

for use in renal transplant,

for use in pre-term labor,

for use in Hashimoto’s thyroiditis,

for use in uveitis, and

for use in idiopathic male infertility.

present, the Company has not determined whether to fund any of these projects, although its ability to choose to remains at the present

Subject to the terms of the Global Funding Agreement, and project funding agreements, either we or St George Street may seek funding

for projects from third parties.

may be additional opportunities for us to partner with St George Street to fund the development of additional clinical assets in the

future, licensed from Astra Zeneca.

to its terms, the Global Funding Agreement remains effective in respect of each project until the expiration of the right of a party

to receive a share of the Net Revenue (as defined in the Global Funding Agreement) pursuant to the Global Funding Agreement.

Under certain

circumstances, St George Street may terminate a project (i) in the event of a material or persistent breach of the Global Funding Agreement

by us, subject to a cure period if the breach is capable of remedy, or (ii) in the event St George Street decides to cease development

of a project.

If an event of force majeure occurs and continues for a designated period of time, the innocent party may terminate the

Global Funding Agreement after a notice period.

party may terminate a project if a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or

administrative receiver is appointed of any of the other party’s assets or undertakings or a winding-up resolution or petition

is passed (otherwise than for the purpose of solvent reconstruction or amalgamation, in particular with respect to any reorganization

of the structure of that party) or if any circumstances arise which entitle a court or a creditor to appoint a receiver, administrative

receiver or administrator or make a winding-up order or similar or equivalent action is taken against or by that other party by reason

of its insolvency or in consequence of debt.

Generally, each project funding agreement may be terminated by us if at any time St George

Street ceases the conduct of development or commercialization of the relevant products in accordance with the relevant development plan

for a designated period of time, provided that the termination is only effective with respect to the specified project and the Global

Funding Agreement continues in effect for all other projects.

They may also be terminated by either party upon written notice to other

party if the other party materially breaches the project funding agreement and does not fully cure the breach to the non-breaching party’s

satisfaction within 90 days.

Global Funding Agreement also contains customary representations and warranties.

Each party also agreed to keep secret and confidential

certain confidential information of the other party.

foregoing summary does not purport to be a complete description of all of the provisions of the Global Funding Agreement and related

project funding agreements and is qualified by reference to the full text of the Global Funding Agreement and such project funding agreements.

Other Income (expense), net

following table presents other income (expense), net, for the years ended December 31, 2023 and 2022 (in thousands):

of Other Expense, Net

the years ended

of Cizzle deferred revenue upon option exercise

of Vela deferred revenue upon option exercise

in fair value of Cizzle option

in fair value of Vela option

in fair value of warrant liability

foreign currency transaction gain

other income:

on issuance of Cizzle option

on issuance of Vela option

in fair value of convertible notes payable

on the sale of equity securities

fees on sale of investment in equity securities

foreign currency transaction loss

other expense

other (expense) income, net

Classified Warrants

to MURF’s initial public offering, the Company sold 13,225,000

units at a price of $ 10.00

Each Unit consists of one share of Class A common stock (“Public Shares”) and one redeemable warrant

(“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a

price of $ 11.50

per share, subject to adjustment (see Note 7).

4 — PRIVATE PLACEMENTS

Each unit consisted of one share of

MURF Class A common stock and one redeemable Publicly Traded Warrant.

Each whole Publicly Traded Warrant entitled the holder to purchase

one share of Class A common stock at a price of $ 11.50

per share, subject to adjustment.

are publicly traded on The Nasdaq Capital Market under the trading symbol CDTTW.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private sale to the Sponsor of 754,000

with the closing of its initial public offering, MURF consummated the private sale to the Sponsor of 754,000

private placement units at a price of $ 10.00

per private placement unit.

Each Private Placement Unit is comprised of one Class A share and one warrant (“Private Placement Warrant”).

Each Private Placement Warrant is exercisable to

purchase one share of Class A common stock at a price of $ 11.50

per share, subject to adjustment (see Note 7).

The Company’s Sponsor has agreed to transfer, but has not yet transferred, 15,000

Private Placement Units to each of our director nominees.

The proceeds from the sale of the Private Placement Units were added to the net

proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within

the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the

redemption of the Public Shares (subject to the requirements of applicable law) and the securities comprising the Private Placement

Units will expire worthless.

The Private Placement Units (including the Class A common stock issuable upon exercise of the warrants

included in the Private Placement Units) will not be transferable, assignable or saleable until 30 days after the completion of an

Initial Business Combination, subject to certain exceptions.

5 — RELATED PARTY TRANSACTIONS

November 16, 2021, the Sponsor received 4,312,500 shares of the Company’s Class B common stock (the “Founder Shares”)

for $ 25,000 .

On January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 Founder Shares for no consideration, following which

the Sponsor holds 3,306,250 Founder Shares.

holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until

the earlier to occur of:

(A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x)

if the last reported sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days

after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar

transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities

or other property.

Note — Related Party

November 4, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to

which the Company may borrow up to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) the consummation of the Initial Public Offering or

(ii) the decision not to execute the Initial Public Offering.

As of December 31, 2021, there was $ 177,057

outstanding under the Promissory Note.

The balance was paid in full on February 10, 2022.

See Note 10, regarding a new promissory

note issued by the Sponsor to the Company for $ 1.5 million, subsequent to December 31, 2022.

and Administrative Services

on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office

space, utilities and secretarial and administrative support.

Upon completion of the Initial Business Combination or the Company’s

liquidation, the Company will cease paying these monthly fees.

During the year ended December 31, 2022, the Company incurred $ 110,000 ,

of such expenses.

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of

a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion

of a Business Combination into units at a price of $ 10.00 per unit.

Such units would be identical to the Private Placement Units.

the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay

the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of December

31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans.

6 — COMMITMENTS AND CONTINGENCIES

holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and

any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working

Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement

to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale.

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect to registration

statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required

to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are

released from their lock-up restrictions.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,725,000 additional Units

to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The option was

fully exercised on February 7, 2022 .

underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 2,645,000 , payable upon the closing of the Initial Public

In addition, the underwriters are entitled to a deferred fee of $ 0.35 per Unit, or $ 4,628,750 .

The deferred fee will become

payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,

subject to the terms of the underwriting agreement.

addition to the underwriting discount, the Company paid the underwriters $ 50,000 as an advance against out-of-pocket accountable expenses

actually anticipated to be incurred by the underwriters, which advance will be returned to the Company to the extent not actually incurred.

The Company agreed to pay or reimburse the underwriters for travel, lodging and other “road show” expenses, expenses of the

underwriters’ legal counsel and certain diligence and other fees, which such fees and expenses are capped at an aggregate of $ 150,000

(less the $ 50,000 advance previously paid).

7 — STOCKHOLDERS’ EQUITY (DEFICIT)

Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

of December 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001

Holders of Class A common stock are entitled to one vote for each share.

As of December 31, 2022 and 2021, there

were 754,000 and zero , respectively, shares of Class A common stock issued and outstanding (excluding the 13,225,000 shares subject to

possible redemption).

B Common Stock — The Company is authorized to issue 10,000,000

shares of Class B common stock with a par value of $ 0.0001

Holders of Class B common stock are entitled to one vote for each share.

As of each December 31, 2022 and 2021, there were 3,306,250

shares of Class B common stock issued and outstanding.

holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination.

of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of

our shareholders except as otherwise required by law.

In connection with our initial business combination, we may enter into a stockholders

agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance

arrangements that differ from those in effect upon completion of this offering.

shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier

at the option of the holder, on a one-for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock,

or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to

the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common

stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment

with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of

all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all

shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked

securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed

in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest

in the target to us in a Business Combination.

holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination.

of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise

required by law.

In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements

with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from

those in effect upon completion of this offering.

— Public Warrants may only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation

of the Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion

of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years

after the completion of a Business Combination or earlier upon redemption or liquidation.

Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation

to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class

A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A

common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from

registration is available.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue

any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified

under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,

the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have

declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the

warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.

Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities

exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the

Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to

file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares

under applicable blue sky laws to the extent an exemption is not available.

of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable,

the Company may redeem the outstanding Public Warrants:

whole and not in part;

a price of $ 0.01 per Public Warrant;

a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder;

and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits,

stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on

the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that

wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in

the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as

described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price.

Additionally,

in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive

any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering.

Private Placement Warrants and Public Warrants are recorded in stockholders’ equity (deficit) as they qualify for equity treatment

under ASC 815.

key assumptions used to value the Public Warrants, which was determined to be $ 23,276,000 , were as follows:

rate – 1.76 %

8 — FAIR VALUE MEASUREMENTS

following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31,

2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

Investments held in Trust Account

$ 136,871,183

of December 31, 2021, there were no assets requiring fair value measurement.

expected tax expense based on the statutory rate is reconciled with actual tax expense as follows:

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

federal statutory rate

taxes, net of federal benefit

in valuation allowance

tax provision

The effective tax rate differs

from the statutory tax rate of 21 % for the year ended December 31, 2021, due to the valuation allowance recorded on the Company’s

net operating losses.

The Company files income tax returns in the U.S.

federal jurisdiction and is subject to examination by the various

taxing authorities.

The Company’s tax returns since inception remain open to examination by the taxing authorities.

considers California to be a significant state tax jurisdiction.

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and

liabilities and the change in valuation are as follows at December 31:

OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets:

Total deferred tax assets

Valuation Allowance

Net deferred tax asset

OF CHANGE IN VALUATION

Income Tax Provision

In assessing the realization of

the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will

not be realized.

The ultimate realization of deferred tax assets is independent upon the generation of future taxable income during the

periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled

reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration

of all of the information available, management believes that significant uncertainty exists with respect to future realization of the

deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31,2021, the change in the valuation

allowance was zero.

Each private placement

unit was comprised of one share of MURF Class A common stock and one Private Placement Warrant.

Each Private Placement Warrant was exercisable

to purchase one share of MURF Class A common stock at a price of $ 11.50

per share, subject to adjustment.

placement units (including the Class A common stock issuable upon exercise of the warrants included in the private placement units) were

not transferable, assignable, or saleable until 30 days after the completion of a Merger, subject to certain exceptions.

connection with the closing of the Merger on September 22, 2023, the Equity Classified Warrants were amended to entitle each holder to

purchase one share of the Company’s Common Stock.

Equity Classified Warrants became exercisable 30 days after the Closing Date of the Merger.

The Equity Classified Warrants will expire

five years after the Closing Date of the Merger or earlier upon redemption or liquidation.

Company will not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Equity Classified Warrant and will

have no obligation to settle such exercise unless a registration statement under the Securities Act with respect to the shares of Common

Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations

described below with respect to registration.

No Equity Classified Warrant will be exercisable and we will not be obligated to issue

shares of Common Stock upon exercise unless the Common Stock issuable upon such exercise has been registered, qualified or deemed to

be exempt under the securities laws of the state of residence of the registered holder of the Equity Classified Warrant.

that the conditions in the two immediately preceding sentences are not satisfied with respect to an Equity Classified Warrant, the holder

of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In no event will

we be required to net cash settle any Equity Classified Warrant.

In the event that a registration statement is not effective for the

exercised Equity Classified Warrant, the purchaser of a unit containing such Equity Classified Warrant will have paid the full purchase

price for the unit solely for the share of Common Stock underlying such unit.

may call the Publicly Traded Warrants in whole and not in part, at a price of $ 0.01 per warrant,

not less than 30 days’ prior written notice of redemption to each Publicly Traded Warrant holder;

and only if, the reported last sale price of the Common Stock equals or exceeds $ 18.00 per

for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20

days within a 30-trading day period commencing once the Publicly Traded Warrants become

and ending three business days before we send the notice of redemption to the warrant holders.

and when the Publicly Traded Warrants become redeemable by Conduit, Conduit may not exercise its redemption right if the issuance of

shares of Common Stock upon exercise of the Publicly Traded Warrants is not exempt from registration or qualification under applicable

state blue sky laws or Conduit are unable to effect such registration or qualification.

Conduit will use its best efforts to register

or qualify such shares of Common Stock under the blue sky laws of the state of residence in those states in which the Publicly Traded

Warrants were offered by Conduit in the offering.

Conduit calls the Publicly Traded Warrants for redemption as described above, Conduit’s management will have the option to require

any holder that wishes to exercise its Publicly Traded Warrant to do so on a “cashless basis.” In determining whether to

require all holders to exercise their Publicly Traded Warrants on a “cashless basis,” Conduit’s management will consider,

among other factors, Conduit’s cash position, the number of Publicly Traded Warrants that are outstanding and the dilutive effect

on Conduit stockholders of issuing the maximum number of shares of Common Stock issuable upon the exercise of our Publicly Traded Warrants.

If Conduit’s management takes advantage of this option, all holders of Publicly Traded Warrants would pay the exercise price by

surrendering their Publicly Traded Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x)

the product of the number of shares of Common Stock underlying the Publicly Traded Warrants, multiplied by the difference between the

exercise price of the Publicly Traded Warrants and the “fair market value” (defined below) by (y) the fair market value.

The “fair market value” for this purpose shall mean the average reported last sale price of the Common Stock for the 10 trading

days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Publicly Traded Warrants.

If Conduit’s management takes advantage of this option, the notice of redemption will contain the information necessary to calculate

the number of shares of Common Stock to be received upon exercise of the Publicly Traded Warrants, including the “fair market value”

in such case.

Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive

effect of a Publicly Traded Warrant redemption.

Private Placement Warrants are identical to the Publicly Traded Warrants, except that such warrants will be exercisable for cash or on

a cashless basis, at the holder’s option, and will not be redeemable by Conduit, in each case so long as they are still held by

the Sponsor or its permitted transferees.

summarized above, the Company has the option to redeem all of the Publicly Traded Warrants at a cash price of $ 0.01 per warrant during

the exercisability period if the Company’s common stock has closed at a trading price above $ 18.00 for 20 days during a 30 day

trading window.

Management notes that this option is within the Company’s control, therefore it does not represent an “obligation”

and does not create a liability under ASC 480.

Management considered the guidance within ASC 815-40-15-7A, noting that an exercise contingency

would not preclude permanent equity classification if all of the other equity criteria are met.

As all other criteria to be classified

as permanent equity are met, the Publicly Traded Warrants are classified as permanent equity on the Consolidated Balance Sheets.

assessed the Private Placement Warrants and determined that the warrants are considered to be indexed to the entity’s own stock

and met all the criteria for permanent equity classification.

As such, the Publicly Traded Warrants are classified as permanent equity

on the Consolidated Balance Sheets.

Classified Warrants

discussed in Note 2, 2,000,000

PIPE Warrants were issued to the PIPE Investors

as of the closing of the Merger pursuant to subscription agreements.

The warrants provide the PIPE Investors the right to purchase up

shares of Common Stock at an exercise price of

Additionally, on the Closing Date of the Merger, the Company issued 54,000

Warrants to an advisor for services provided

directly related to the Merger.

The warrants provide the advisor the right to purchase up to 54,000

shares of Common Stock at an exercise price of

warrants issued to the PIPE Investors and the advisor (collectively the “Liability Classified Warrants”) contain materially

the same terms and are exercisable for a period of five years, beginning on October 22, 2023.

PIPE Warrants are exercisable for cash or on a cashless basis, at the holder’s option.

The PIPE Warrants are not redeemable by

Warrants are exercisable for cash or on a cashless basis, at the holder’s option.

The Company may call the A.G.P.

for redemption, in whole and not in part, at any time after the A.G.P.

Warrants become exercisable and prior to their expiration, at

a price of $ 0.01 per A.G.P.

not less than 30 days’ prior written notice of redemption to each warrant holder;

and only if, the reported last sale price of the Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock

dividends, recapitalizations and other similar events) for any 20 trading days within a 30 trading day period commencing once the

Warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders;

there is a current registration statement in effect with respect to the shares of Common Stock underlying the A.G.P.

each day in the 30 trading day period and continuing each thereafter until the redemption date.

the Company calls the A.G.P.

Warrants for redemption as described above, our management will have the option to require any holder that

wishes to exercise its A.G.P.

Warrant to do so on a “cashless basis.” If our management takes advantage of this option, holders

Warrants would pay the exercise price by surrendering their A.G.P.

Warrants for that number of shares of Common Stock as calculated

pursuant to the A.G.P.

Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby

lessen the dilutive effect of an A.G.P.

Warrant redemption.

Liability Classified Warrants are classified as derivative liabilities because they do not meet the criteria in ASC 815-40 to be considered

indexed to the entity’s own stock as the warrants could be settled for an amount that is not equal to the difference between the

fair value of a fixed number of the entity’s shares and a fixed monetary amount.

The Liability Classified Warrants are initially

measured at fair value based on the price of the Publicly Traded Warrants and are remeasured at fair value at subsequent financial reporting

period end dates and upon exercise (see Note 6 for additional information regarding fair value).

September 22, 2023 (the Closing Date of the Merger), the date of issuance of the Liability Classified Warrants, the Company recorded

an initial Warrant liability of $ 0.2

million based on the fair value as of that date.

For the year ended December 31, 2023, the Company remeasured the fair value of the Liability Classified Warrants and recorded a gain

on the change in the fair value of $ 0.1

The gain was recorded to Other income

(expense), net, on the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2023.

of December 31, 2023 and December 31, 2022, the balance sheets contained warrant liabilities of $ 0.1

million and nil ,

respectively.

Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements

Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required

adjustment or disclosure in the financial statements.

the Company was required to complete an initial business combination transaction by 12 months from the consummation of initial

public offering or up to 18 months if the Company extended the period of time to consummate a business combination in accordance

with the Company’s Certificate of Incorporation.

On January 26, 2023, at a special meeting of the Company’s stockholders

(the “Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s certificate of incorporation to allow the Company to extend, at the Company’s election, the date by

which the Company has to consummate a business combination up to 12 times, each such extension for an additional one month period, from

February 7, 2023, to February 7, 2024.

The Company’s stockholders also approved a related proposal to amend the trust agreement allowing the Company to

deposit into the Trust Account, for each one-month extension, one-third of 1 %

of the funds remaining in the Trust Account following the redemptions made in connection with the approval of the extension proposal

at the Special Meeting.

At the Special Meeting the Company’s stockholders also approved a proposal to amend the Company’s certificate of incorporation

to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the SEC.

connection with such proposals, the Company’s public stockholders had the right to redeem their shares for cash equal to their pro rata share of

the aggregate amount on deposit in the Trust Account as of two days prior to such stockholder vote.

The Company’s public stockholders holding 11,037,272

shares of Class A common stock (out of a total of 13,979,000 shares of Class A common stock) exercised their right to redeem such shares

at a redemption price of approximately $ 10.33 per share.

Approximately $ 114 million in cash was removed from the Trust Account to pay

such stockholders and, accordingly, after giving effect to such redemptions, the balance in the Trust Account was approximately $ 23 million.

a result of the approval of such proposals, the Company agreed to deposit into the Trust Account one-third of 1 % of the funds then on deposit

in the Trust Account for each month of the extension period, resulting in a monthly contribution of approximately $ 0.035 per share that

was not redeemed in connection with the Special Meeting, or an aggregate of approximately $ 77,000 per month, and an aggregate of $ 924,000

if the date the Company has to consummate a business combination is extended 12 times, each assuming no interest is earned on the funds in the

Trust Account.

On March 7, 2023, the

Company entered into a $ 1.5

million promissory note with the Company’s Sponsor to fund the Trust Account and for the Company’s operating expenses.

On March 7, 2023 the Company’s Sponsor advanced $ 300,000

and will provide additional funds as necessary under the promissory note.

These loans are non-interest bearing, unsecured and will

be repayable in full upon the earlier of (i) the date on which the Company consummates an initial business combination and (ii) the date that

the Company’s winding up is effective.

March 4, 2024, the Company received a Commitment Letter in the amount of $ 5

million, subject to agreement and definition documentation, from

Corvus Capital, a major shareholder and related party.

The facility allows for single draws of up to $ 500,000 ,

and limits draw requests to $ 1,000,000

in any 30-day period.

An interest rate of 9.5 %

annually will apply from the date of the advance request, and repayment is to begin in 12 equal monthly installments, commencing on April

On March 7, 2024, the Company and VanEquity LTD (“VanEquity”

or the “Lessor”) entered into a lease agreement for a laboratory space.

Under the lease agreement, Rent of approximately $ 0.1 million is due per

The lease term ends in January of 2027, and the laboratory space is intended to provide Conduit with the ability to extend or develop

proprietary solid-form intellectual property for existing and future clinical assets.

On March 20, 2024, the Company issued in a private

placement common stock purchase warrants (the “Warrants”) to an unrelated third party to purchase up to an aggregate 260,000

shares of the Company’s common stock, in exchange for entering into a lock-up with respect to the shares of common stock held by

such holder (the “Lock-Up Agreement”).

The Warrants are not exercisable

until one year after their date of issuance.

Each Warrant is exercisable into one share of the Company’s common stock at a price

per share of $[ 3.18 ] (as adjusted from time to time in accordance with the terms thereof) for a two-year period after the date of exercisability.

There is no established public trading market for the Warrants.

Notwithstanding the foregoing, the Warrants shall vest, and not be subject

to forfeiture, with respect to 25% of such Warrants commencing on the 90th day after the date of the Lock-Up Agreement and 25% on each

subsequent 90-day anniversary, in each case vesting only if the holder agrees to continue to have its shares of common stock remain locked

up pursuant to the Lock-Up Agreement on such date .

The issuance of the Warrants

was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or

Regulation D promulgated thereunder.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures