What changed in this filing

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Item 5. Other Information

2024-11-14 compared with 2024-08-12 · 12 added, 34 removed, 32 unchanged (59% of the section changed)

Other Information.

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.

the three month period ended September 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).

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

Form of Senior Secured Promissory Note (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 7, 2024, and incorporated herein by reference).

Security Agreement, dated August 6, 2024, between Nirland Limited and Conduit Pharmaceuticals Inc.

(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 7, 2024, and incorporated herein by reference).

License Agreement, dated August 7, 2024, between AstraZeneca AB (PUBL) and Conduit Pharmaceuticals Inc.

(filed as Exhibit 10.31 to the Registrant’s Pre-Effective Amendment No.

1 to Registration Statement on Form S-1 filed on September 13, 2024, and incorporated herein by reference).

Stock Issuance Agreement, dated August 7, 2024, between AstraZeneca AB (PUBL) and Conduit Pharmaceuticals Inc.

(filed as Exhibit 10.32 to the Registrant’s Pre-Effective Amendment No.

1 to Registration Statement on Form S-1 filed on September 13, 2024, 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.

29 unchanged sentences

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