Item 1. Legal Proceedings
Item
1. Legal Proceedings.
Other
than as set forth below, we are not currently party to or aware of being subject to any material legal proceedings. However, we may from
time to time become a party to various legal proceedings arising in the ordinary course of our business, which could have a material
adverse effect on our business, financial condition, or results of operations. Regardless of outcome, litigation could impact our business
due to defense and settlement costs, diversion of management resources and other factors.
In
August 2023, prior to the Merger, our now wholly-owned subsidiary, Conduit Pharmaceuticals Limited, received a letter from 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 Merger,
to be issued 6.5 million shares of common stock. 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 costs and the diversion of the attention of our management.
Item
1A. Risk Factors.
There
are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31,
2023, filed with the SEC on April 16, 2024.
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