What changed in this filing

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Item 5. Other Information

2024-08-12 compared with 2024-05-14 · 35 added, 56 removed, 31 unchanged (75% of the section changed)

Other Information.

and Appointments

May 10, 2024, Adam Sragovicz informed the Board of Directors of his intention to resign as Chief Financial Officer of the Company.

connection with his resignation, Mr.

Sragovicz agreed to continue in his current role, with the same responsibilities and obligations

as he previously had, through the day after the filing of this Quarterly Report on Form 10-Q, so that his resignation will become effective

on May 15, 2024.

Sragovicz’s resignation was not due to any disagreement with management or the Company’s operations,

policies or practices.

Company entered into a separation agreement with Mr.

Sragovicz on May 12, 2024, which provides for continued payment of his base salary,

and subsidized health insurance premiums, for a period of four months after the effective date of his resignation.

for these benefits, Mr.

Sragovicz has signed a mutual release of claims, agreed to a mutual non-disparagement covenant, and re-affirmed

certain confidentiality, non-solicitation and post-departure cooperation covenants.

foregoing description of the separation agreement is qualified in its entirety by reference to the full text of the agreement, which

is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is hereby incorporated herein by reference.

Company will conduct its search for a successor Chief Financial Officer.

Effective as of the date of Mr.

Sragovicz’s departure,

the Board appointed James Bligh, Senior Vice President – Strategy, as Interim Chief Financial Officer (and principal

financial officer).

Bligh will continue to serve as Senior Vice President – Strategy and a member of the Board while acting as

Interim Chief Financial Officer.

Bligh has not entered into, and no amendments were made to, any material compensation

plans, contracts or arrangements in connection with his appointment, although the Board of Directors will assess this

determination.

Bligh, age 37, was a co-founder of Conduit and has served as Senior Vice President – Strategy and a member of the Board

since September 22, 2023.

The information required by Items 401(b), (d), and (e) and Item 404(a) of Regulation S-K regarding Mr.

was previously reported in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2024, and is incorporated by

reference herein.

In addition, Mr.

Bligh has previously acted in the role of financial officer and has served on various boards

and audit related committees throughout the earlier part of his career.

There is no arrangement or understanding between Mr.

and any other person pursuant to which he was selected as an officer of the Company and there are no family relationships between Mr.

Bligh and any of the Company’s directors or executive officers.

addition, on May 12, 2024, Ms.

McNealey announced her resignation, due to personal reasons, as a member of the Board of Directors of

the Company and from all committees on which she served, effective as of May 13, 2024.

McNealey’s resignation was not

due to any disagreement with management or the Company’s operations, policies or practices.

the three month period ended June 30, 2024, none of our executive officers or directors (as defined in Section 16 of the Securities Exchange

Act of 1934, as amended), adopted , terminated , or modified a “Rule 10-b5-1 trading arrangement” or a “non-Rule 10b5-1

trading arrangement” (as defined in Item 408(c) of Regulation S-K).

of Failure to Satisfy a Continued Listing Rule

August 12, 2024, Conduit Pharmaceuticals Inc.

(the “Company”) received a deficiency letter from the Listing Qualifications

Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive

business days the closing bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for

continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”).

The deficiency

letter does not result in the immediate delisting of the Company’s common stock from the Nasdaq Global Market.

accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”), the Company has been provided an initial

period of 180 calendar days, or until February 10, 2025 (the “Compliance Date”), to regain compliance with the Bid Price

If, at any time before the Compliance Date, the closing bid price for the Company’s common stock closes at $1.00 or more

for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Staff will provide written notification

to the Company that it complies with the Bid Price Rule, unless the Staff exercises its discretion to extend this 10 day period pursuant

to Nasdaq Listing Rule 5810(c)(3)(H).

the Company does not regain compliance by February 10, 2025, the Company may be eligible for an additional 180 calendar day grace period

if it applies to transfer the listing of its common stock to the Nasdaq Capital Market.

To qualify, the Company would be required to

meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for the

Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provide written notice of its intention to cure the

minimum bid price deficiency during the second compliance period.

If the Nasdaq staff determines that the Company will not be able to

cure the deficiency, or if the Company is otherwise not eligible for such additional compliance period, Nasdaq will provide notice that

the Company’s common stock will be subject to delisting.

The Company would have the right to appeal a determination to delist its

common stock, and the common stock would remain listed on the Nasdaq Global Market until the appeal process is complete.

no assurance that, if the Company does appeal the delisting determination by the Staff to the NASDAQ Listing Qualifications Panel, that

such appeal would be successful.

Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance

with the Bid Price Rule, which could include effecting a reverse stock split.

However, there can be no assurance that the Company will

be able to regain compliance with the Bid Price Rule.

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Agreement 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).

Amendment 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).

Second Amendment to Agreement and Plan of Merger dated as of May 11, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

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).

Second 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).

Amended 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).

Separation Agreement, dated May 12, 2024, between Mr.

Sragovicz and Conduit Pharmaceuticals Inc.

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.

19 unchanged sentences

under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Note to draft – We will review exhibits and see which, if any, exhibits will be removed once the document is substantially

We believe all exhibits 2-10 will be removed and will assess if need to add any.

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

5 unchanged sentences

Executive Officer)

Adam Sragovicz

Financial Officer

Chief Financial Officer

Financial and Accounting Officer)

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-Q

Item 5. Other Information