What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-04-16 · 2202 added, 1722 removed, 1130 unchanged (78% of the section changed)

2 unchanged sentences

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the

SEC’s rules and forms.

under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified

in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

17 unchanged sentences

Report on Internal Controls Over Financial Reporting

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.

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, 2024 and 2023, 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:

The segregation of duties is limited and heavily reliant on interim personnel and third-party consultants to perform these activities.

The Company lacks a formal process for review and approval of significant transactions and accounts on a contemporaneous basis and there have been numerous, recurring errors in account balances and disclosures.

The Company has not designed adequate and appropriate internal controls

under an appropriate internal control over financial reporting framework.

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

The review controls around certain related party transactions did no operate

consistently and the review of such transactions was not always contemporaneously documented.

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 reviewing

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.

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 if sufficient capital resources become available.

The ability to perform these remediation plans are dependent on

our ability to enhance funding and liquidity.

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.

material weaknesses will not be considered remediated until a 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, provided we are able to obtain sufficient capital resources to cover

the cost of our remediation plan, are

operating effectively.

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.

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.

in Internal Control over Financial Reporting

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 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”.

the fiscal quarter ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)

adopted 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

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Officers and Directors

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

following table sets forth certain information concerning our executive officers and directors as of March 28, 2025:

Executive Officer and Director

Financial Officer

Chief Financial Officer and Director

of the Board of Directors

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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., 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.

serves as our Interim Chief Financial Officer.

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.

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;

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;

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

and East Imperial Pte.

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.

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.

Lewis-Hall, M.D., DFAPA .

Lewis-Hall has served as a member of our Board 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,

beginning January 2019, Dr.

Lewis-Hall served as Chief Patient Officer and Executive Vice President of Pfizer.

Lewis-Hall served

as Pfizer’s Chief Medical Officer from 2009 to January 2019.

Prior to joining Pfizer in 2009, Dr.

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

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 (Nasdaq:

(where she serves as a member of the Nominating and Corporate Governance Committee);

she serves as 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, where she serves as the chair of the Nominating and Governance

Committee and as a member of the audit committee.

Lewis-Hall served as a member of the board of directors for Exact Sciences Corporation

EXAS) from April 2020 to June 2024 where she served as a member of the Human Capital and Innovation, Technology and Pipeline

a member of 1LifeHealthCare, Inc.

ONEM) board from November 2019 to 2023, serving as a member of the Nominating

and Corporate Governance Committee;

she also served as a member of the board of directors for Tenet Healthcare Corporation (NYSE:

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.

The Company believes Dr.

Lewis-Hall is qualified to serve on the Board based on her expertise and experience in the biopharmaceutical

industry and her leadership experience as a senior executive at various biopharmaceutical companies.

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

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Chiavacci Farley .

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.

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

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.

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 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.

was Vice President of Tricap International from 1994 to 1995.

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 has also had an active political career.

Farley ran for

election to the U.S.

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

Farley ran for

election to the U.S.

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.

began her career as a Financial Analyst in the Global Finance department - Energy and Telecom Group of Goldman, Sachs & Co.

has also had an active political career.

Farley ran for election to the U.S.

House of Representatives to represent New York’s

18th Congressional district.

Farley ran for election to the U.S.

Senate to represent New York.

Farley graduated from Stanford University with a B.S.

in Industrial

Farley graduated from

Stanford University with a B.S.

in Industrial Engineering.

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

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.

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, and banking.

Fry has served as a member of our board of directors since November 2024.

Fry has over 30 years’ experience

in investment banking having held senior executive positions at various top-tier institutions, such as Nomura and Credit Suisse First

Fry was appointed as Chief Executive Officer at Crosby Asset Management.

He previously worked at Nomura, where he

was Managing Director and European Board member, as well as a member of the risk committee and credit committee.

During his time at Nomura,

Fry initiated and built the Company’s Asset Investment Group, whose focus was to create specific product and strategy groups

within it to invest in mis-priced and undervalued credit and equity exposures.

During this period, Mr.

Fry was also responsible for building

Nomura’s highly regarded International Markets Division, which was responsible for all the European capital market activity in

equity, fixed income and derivatives including primary origination.

Prior to this, Mr.

Fry spent 14 years at Credit Suisse First Boston

(CSFB) trading a variety of securities including both fixed income and equities.

From 1990, Mr.

Fry developed CSFB’s Asset Trading

Group, and as Managing Director built a team that generated significant returns over a number of years for CSFB.

Fry is based in

His expertise in capital markets and strategic asset management is expected to contribute to Conduit’s growth goals

as the company pursues development-ready assets and aims to enhance shareholder value.

Regan is a British born polar explorer and entrepreneur.

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Farley (Chairperson), Dr.

Lewis-Hall, and Ms.

Lewis-Hall and Mr.

Each member of the Audit Committee

1 unchanged sentence

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

Farley and Ms.

McNealey is an “audit committee financial expert”

Farley and Mr.

Fry is an “audit committee financial expert”

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

7 unchanged sentences

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.

Farley, and Mr.

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

48 unchanged sentences

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.

the Company has not adopted a formal policy governing transactions by the Company in its securities, the Company will not engage in transactions

in Company securities, or adopt any securities repurchase plans, while in possession of material non-public information relating to the

Company or its securities other than in compliance with applicable law, subject to the policies and procedures adopted by the Company.

or around August 14, 2024, the Company was first made aware that one of its directors, through a wholly owned subsidiary, had

previously entered into certain collateral pledge agreements that resulted in the disposition of a substantial amount of shares in

the Company pursuant to those agreements without the Company’s knowledge.

In addition, the Company also became aware that

approximately 300,000 thousand shares (or 31% of our then outstanding common stock as of August 14, 2024) were subject to a

further third-party pledge arrangement with a then significant stockholder of the Company.

Upon learning of these transactions, the

board of directors has appointed an independent committee of the board of directors (the “Special Committee”) and

delegated to the Special Committee the authority to review these matters and determine action(s), if any, to be taken by the Company

in response thereto.

Additionally, the Company formed another committee of the board of directors (the “Trading Review

Committee”) and delegated to the Trading Review Committee the authority to investigate and review the trading patterns of

certain of the Company’s stockholders and determine action(s), if any, to be taken by the Company in response thereto.

Company values its stockholders and wants to have all available data at its disposal to act in its fiduciary capacity.

16(a) Beneficial Ownership Reporting Compliance

4 unchanged sentences

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.

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, 2024, 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 Andrew Regan on September

19, 2024 reporting a pledging of shares on June 14, 2024 and the sale of shares from July 2, 2024 to July 17, 2024.

The delinquent

filing was inadvertent.

Executive Compensation

4 unchanged sentences

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

NAME AND PRINCIPAL POSITION

OPTION AWARDS

NONEQUITY INCENTIVE PLAN COMPENSATIONS

ALL OTHER COMPENSATION

David Tapolczay

Chief Executive Officer and Director

James Bligh, Interim Chief Financial Officer

Adam Sragovicz (5)

Chief Financial Officer

converted from British Pounds to US Dollars based on the following exchange rate in effect as of December 31, 2024:

the grant date fair value of the 372 fully vested shares issued to Mr.

Bligh in June 2024 to reflect his increased responsibilities

as interim Chief Executive Officer, based on a stock price of $284 on the date of grant.

the grant date fair value of stock option awards for the applicable year computed in accordance with FASB ASC Topic 718.

11 to the consolidated financial statements included in this Annual Report for a discussion of the relevant assumptions used in calculating

the grant date fair value pursuant to FASB ASC Topic 718.

As required by SEC rules, the amounts shown exclude the impact of estimated

forfeitures related to service-based vesting conditions.

Our named executive officers will only realize compensation to the extent

the trading price of our common stock is greater than the exercise price of such stock options.

The amounts shown for 2024 represent 401(k) matching contributions

of $16,732 and $3,300 for Mr.

Bligh and Mr.

Sragovicz, respectively.

Sragovicz, includes severance benefits of continued payment of his base salary, and subsidized health insurance premiums, for

a period of four months after the effective date of his resignation.

Adjustments for 2024

Base Salaries

provide a base salary to retain and attract key executive talent and to align our compensation with market practices.

Base salaries are

reviewed and established by the Compensation Committee and the board of directors on a competitive basis each year to align with market

2024, the board of directors (i) increased Dr.

Tapolczay’s base salary by 3%, and (ii) increased Mr.

Bligh’s base salary

by £60,000 to compensate for his additional duties as Chief Financial Officer.

Compensation Committee believes that a competitive long-term incentive program is an important component of the compensation of our named

executive officers because it:

(i) enhances the retentive value of our compensation;

(ii) rewards executives for increasing our stock

price and developing long-term value;

and (iii) provides executives with an opportunity for stock ownership to align their interests

with those of our stockholders.

November 2024, the board of directors, with the help of Aon, its independent compensation consultant, conducted a review of the long-term

incentive opportunities for our named executive officers.

Based on a review of each executive’s individual performance, Mr.

additional duties as interim Chief Financial Officer, and the applicable market data, the board of directors approved the following stock

option grants:

Tapolczay received a stock option to purchase 8,400 shares, and (ii) Mr.

Bligh received a stock option to purchase

18,900 shares.

Each stock option vests 50% of the grant date and 50% in three equal annual installments thereafter.

Bligh received

a one-time grant of 372.72 full vested shares in June 2024, in recognition of his increased responsibilities as interim Chief Executive

These grant levels have been adjusted to reflect the 1-for-100 reverse stock split on January 24, 2025.

entered into an employment agreement with our chief executive officer on September 22, 2023, which was the closing date of

the Business Combination.

James Bligh is serving as the Company’s interim chief

financial officer.

These agreements are summarized below.

3 unchanged sentences

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

Tapolczay is entitled to (i) an annual base salary of $550,000 increased to $566,500 effective November 1, 2024, 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 directors.

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 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.

The 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;

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.

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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.

On November 15, 2024, Conduit

Pharmaceuticals Limited and Conduit UK Management LTD., wholly-owned subsidiaries of the Company, entered into an amended and restated

employment agreement (the “Bligh Employment Agreement”) with James Bligh, pursuant to which Mr.

continue to be employed by Conduit UK Management LTD.

and continue to serve as the Interim Chief Financial Officer and Senior

Vice President - Strategy of the Company.

Under the Bligh Employment Agreement, Mr.

Bligh will receive an annual base salary

of £400,000 and will be entitled to a discretionary cash bonus of up to 40% of his base salary, subject to the achievement of certain

milestones that may be established by the Board of Directors or a committee thereof, from time to time.

Bligh is also entitled to

reimbursement for reasonable out-of-pocket expenses incurred by him in the performance of his duties, subject to the terms of any expenses

policy the Company may have.

The Bligh Employment Agreement requires at least six months’ advanced

written notice for Mr.

Bligh or Conduit UK Management LTD.

to terminate Mr.

Bligh’s employment, except in the case

of a summary dismissal (as described in the Bligh Employment Agreement).

However, Conduit UK Management LTD.

may, at its sole discretion

and by written notice, terminate Mr.

Bligh’s employment immediately and provide compensation to Mr.

Bligh for the unexpired

portion of such notice period.

The Bligh Employment Agreement replaces and supersedes the prior employment agreement between Conduit Pharmaceuticals

Limited and Mr.

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.

In exchange 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.

Equity Awards at 2024 Fiscal Year-End

1 unchanged sentence

end of our fiscal year.

OR STOCK AWARD GRANT DATE

OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE

OF SECURITIES UNDERLYING UNEXERCISED OPTIONS

The option shares reported below have been adjusted to reflect the 1-for-100

reverse stock split on January 24, 2025.

OPTION AWARDS

OPTION OR STOCK AWARD GRANT DATE

NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE

NUMBER 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.

OPTION EXERCISE PRICE

OPTION EXPIRATION DATE

David Tapolczay

11/18/2024 (2)

12/1/2023 (1)

11/18/2024 (2)

11/18/2024 (1)

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

The stock options vests 50% of the grant date and 50% in three equal annual installments thereafter

Stock Incentive Plan

4 unchanged sentences

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.

to adjustment for stock splits or similar events, the 2023 Plan initially reserved 114,976 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.

The 2023 Plan was increased

by 36,914 shares of common stock effective January 1, 2024, and by 69,240 shares of common stock effective January 1,

On February 6, 2025, 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 69,240 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, 2024.

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

Weighted-average

exercise price of outstanding options,

Plan category

Number 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.

Number of securities

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

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

following table sets forth the compensation we paid to our non-employee directors during fiscal 2024:

paid in cash ($)

incentive plan compensation

in pension value and nonqualified deferred compensation earnings

Other Compensation

Chiavacci Farley

Fees earned or

Chele Chiavacci Farley

Freda Lewis-Hall

Andrew Regan (5)

Lewis-Hall elected to receive $40,250 of her cash fees in the form of fully vested shares,

Chiavacci Farley elected to receive $27,500 of her cash fees in the form of fully vested

shares, and Ms.

Charles elected to receive $24,500 of her cash fees in the form of fully

vested shares.

the grant date fair value of (i) the 372 fully vested shares issued to Ms.

Chiavacci Farley in June 2024, based on a stock price

of $284 on the date of grant, and (ii) the 750 fully vested shares issued to Ms.

Charles in November 2024, based on a stock price

of $9.20 on the date of grant.

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.

granted to participating non-employee directors in 2024.

For a description of the assumptions we used to calculate these amounts,

see Note 11 to the consolidated financial statements included in this Annual Report.

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.

Regan waived his right to receive any compensation for services as

a non-employee director of the Company, effective as of the closing of the Business Combination.

As a result, Dr.

Regan has not been

paid any cash retainers or received any equity retainers since the closing date.

As of December 31, 2024, our non-employee directors held the following

stock options:

OPTION AWARDS

UNEXERCISABLE

EXERCISE PRICE

12/18/2024 (2)

12/1/2023 (1)

Chele Chiavacci Farley

12/18/2024 (2)

12/1/2023 (1)

Freda Lewis-Hall

12/18/2024 (2)

12/1/2023 (1)

12/18/2024 (2)

The stock option vests as to 1/3 of the underlying shares on each of the first three anniversaries of the vesting commencement date

The stock options vests 100% of the underlying shares on the first anniversary of the vesting commencement date

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:

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

amended on November 15, 2024.

Under 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;

3 unchanged sentences

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.

In addition, each non-employee director who is

initially elected or appointed to the board of directors will automatically be granted on the day of such first election or appointment

a stock option to purchase 4,200 shares of our Common Stock (the “Initial Award”).

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.

A 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 4,200 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.

Upon a change in control, all outstanding equity

awards that are held by a non-employee director shall become fully vested and exercisable.

In 2024, the board of directors appointed Dr.

to serve on the Special Committee and approved an additional cash retainer of $7,500 for each of them to reflect her service on the Special

In June 2024, the board of directors authorized the grant of a one-time additional equity retainer to Ms.

Chiavacci Farley

in the form of 372 fully vested shares to recognize the significant time she has devoted to the Company since September 2023, in her capacity

as a member of the board, assisting and advising the Company on certain strategic transactions, financings and accounting matters.

November 2024, the board of directors authorized the grant of a one-time additional equity retainer to Ms.

Charles in the form of 750

fully vested shares to recognize the significant time she has devoted to the Company since September 2023, in her capacity as a member

of the board, assisting and advising the Company on certain strategic transactions and financings.

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.

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.

Regan waived his right

to receive any compensation 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

6 unchanged sentences

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

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

following table sets forth beneficial ownership of the Company’s Common Stock as of March 28, 2025 by:

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

5 unchanged sentences

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.

of restricted stock units, within 60 days of March 28, 2025.

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

exercisable within 60 days of March 28, 2025 or subject to restricted stock units that vest within 60 days of March 28, 2025 are considered

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

5 unchanged sentences

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

Inc., 4581 Tamiami Trail North, Suite 200 Naples, Florida 34103.

beneficial ownership of our Common Stock is based on 6,662,755 shares of Common Stock issued and outstanding as of March 28, 2025, which

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

1 unchanged sentence

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

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)

Name and Address of Beneficial Owner (1)

Common Stock*

Directors and executive officers

Chele Chiavacci Farley

Freda Lewis-Hall

David Tapolczay

All directors and executive officers as a group (6 individuals)

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.

table does not include Adam Sragovicz, the Company’s former Chief Financial Officer, who resigned effective May 15, 2024, and

following such resignation, to the Company’s knowledge, did not beneficially own any securities of the Company.

of (i) 372 shares of Common Stock and (ii) options to purchase 10,009 shares Common Stock that are currently exercisable.

11,127 unvested options to purchase shares of Common Stock that are not exercisable within 60 days.

of (i) 3,415 shares of Common Stock and (ii) options to purchase 216 shares of Common Stock that are currently exercisable.

4,633 unvested options to purchase shares of Common Stock that are not exercisable within 60 days.

of (i) 3,515 shares of Common Stock, (ii) warrants to purchase 2,183 shares of Common Stock and (iii) options to purchase 216 shares

of Common Stock that are currently exercisable.

Excludes 4,633 unvested options to purchase shares of Common Stock that are not

exercisable within 60 days.

234,836 shares of Common Stock, of which (i) 4,379 are held directly by Dr.

Lewis-Hall, (ii) 20,033 were issued to Intelmed LLC, of which

Lewis-Hall is the Managing Director, (iii) 5,169 shares of Common Stock were 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.

Lewis-Hall’s spouse, and (iv) 216 are underlying options that are currently exercisable and are held directly by Dr.

Lewis-Hall, (v) warrants to purchase 1,033 shares of Common Stock held directly by Dr.

Lewis-Hall and (vi) warrants to purchase

4,006 shares of Common Stock held by Intelmed LLC.

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.

Lewis-Hall disclaims any such beneficial

ownership except to the extent of her pecuniary interest therein.

Excludes 4,633 unvested options to purchase shares of Common Stock

that are not exercisable within 60 days.

The business address of

Intelmed LLC is 11421 Golden Eagle Court Naples, Florida 34120.

of (i) 666 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.

Regan, (ii) 300,484 shares of Common Stock held by Corvus Capital Limited, and

(iii) 1,776 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.

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.

Pursuant to a participation and inducement

agreement with Nirland Limited, the 30,048 shares of Common Stock held by Corvus Capital Limited may, in certain circumstances, be

subject to transfer to Nirland Limited and all such shares of Common Stock are subject to a pledge agreement with respect to such

The business address of Corvus Capital Limited is Floor 2, Willow House, Cricket Square PO Box 709 Grand Cayman KY1-1107,

Cayman Islands.

of (i) 20,033 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 (ii) options to purchase 4,945 shares of Common

Stock that are currently exercisable and, (iii) warrants to purchase 6,009 shares of Common Stock.

Excludes 6,436 options to purchase shares of Common Stock that are not exercisable within 60 days.

Consist of 2,000 shares of common stock and excludes 4,200 options

to purchase shares of Common Stock that are not exercisable within 60 days.

Certain Relationships and Related Transactions, and Director Independence

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:

Compensation” and “Management,” the following is a description of each transaction since January 1, 2023 and each currently

proposed transaction, in which:

have been or are to be a participant;

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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.

with completion of the Business Combination, the Sponsor transferred 45,000 placement units (15,000 each) to each of Mrs.

Knuettell 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

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of the Company’s Common Stock and PIPE Warrants (the “PIPE Warrants”) to purchase 20,000 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.

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

PIPE Subscription Agreement contains registration rights, pursuant to which within 15 business days after the closing of the PIPE Financing,

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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.

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.

December 11, 2024, the warrants were modified to reduce the exercise price to $0.0883 and the warrants were exercised on December 31, 2024.

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.

22, 2023, has entered into a Consulting Agreement (the “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.

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 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.

Heilbron was award stock options to purchase 30,000 shares of Common

Stock on December 1, 2023.

As of December 31, 2024, and subsequent

agreement between the parties, the Company has paid Mr.

Heilbron approximately $25,000 and granted Mr.

Heilbron stock options to purchase 30,000 shares

of the Company’s common stock.

Heilbron 6,900 shares of the Company’s

common stock.

Support Agreements

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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

Capital Limited (“Corvus Capital”) received 311,484 shares of our common stock, pursuant to the terms of the Merger

Agreement, following the completion of the Business Combination.

As of December 31, 2024, Corvus Capital owned 300,484 shares of our

Common Stock directly and 1,776 shares of our Common Stock through its wholly-owned subsidiary Algo Holdings, Inc., or in the

aggregate approximately 21.8% of the then outstanding shares of our Common Stock.

Andrew Regan, the Chief Executive Officer of

Corvus Capital and 100% ultimate beneficial owner, is also a member of our board of directors.

2024 Nirland Note

August 6, 2024, the Company entered into a Senior Secured Promissory Note (the “August 2024 Nirland Note”) with Nirland,

a related party of the Company, pursuant to which the Company issued and sold to Nirland the August 2024 Note in the original principal

amount of $2,650,000, inclusive of a $500,000 original issuance discount.

Refer to Note 7 for additional details.

October 31, 2024, the Company and Nirland amended the August 2024 Nirland Note, whereby the August 2024 Nirland Note was amended to (i)

provide for the conversion of the August 2024 Nirland Note into shares of Common Stock, at Nirland’s discretion, in a multiple

of any unpaid amounts, if not otherwise previously paid, pursuant to the conversion rate contained therein, (ii) remove Nirland’s

Mandatory Prepayment Right, and (iii) remove Nirland’s right of first refusal to participate in any future equity or debt offerings

of the Company.

The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to shall be determined

by dividing (x) such conversion amount by (y) the conversion price.

Conversion amount means two and one quarter times the sum of (x)

portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made and (y) all accrued

and unpaid interest with respect to such portion of the principal amount, if any.

Conversion price means, as of any conversion date or

other date of determination, $10, subject to adjustment as provided within the amended agreement.

October 2024 Nirland Note

On October 28, 2024, the Company issued a promissory note (the “October

2024 Nirland Note”) to Nirland, a related party, in the original principal amount of $600,000 in exchange for funds in such amount.

In connection with the October 2024 Nirland Note, the Company paid Nirland a 1% arrangement fee.

The October 2024 Nirland Note bears interest

at a rate of 12% per annum, is due and payable semi-annually in arrears, and matures on October 31, 2025.

Refer to Note 8 for additional

Sarborg Agreement

On December 12, 2024, the Company

entered into the Sarborg Agreement with Sarborg.

Under the terms of the Sarborg Agreement, Sarborg will provide algorithmic

and cybernetic technology services to Conduit, including the development of decision-support tools and advanced cybernetic systems tailored

to enhance Conduit’s decision-making processes and maximize the value of its pharmaceutical asset portfolio.

Sarborg will perform the

services to Conduit comprised of three phases:

the Initial Phase (0-24 weeks) focuses on establishing a foundation for collaboration and

aligning Sarborg’s services with Conduit’s strategic goals;

the Development Phase (24-36 weeks) involves building technological

infrastructure, including dashboards and predictive models;

and the Ongoing Services Phase (36-52 weeks) ensures the sustained functionality

and relevance of Sarborg’s deliverables while supporting Conduit’s growth through iterative improvements and updates.

create specific deliverables, including reports, computer programs, software applications, APIs, mobile applications, source code, written

technical specifications and designs, operating and maintenance manuals, and other recorded data and information arising from or relating

to the services.

Sarborg will provide all necessary resources to perform the services and deliver the deliverables in accordance

with the Sarborg Agreement.

The Sarborg Agreement has an

initial term of twelve months, commencing on the effective date, and may be renewed or extended upon mutual written agreement of the parties.

Either party may terminate the Sarborg Agreement for any reason upon ninety days’ written notice or immediately upon written notice

if the other party breaches any material term of the Sarborg Agreement and fails to cure such breach within thirty days or becomes insolvent,

files for bankruptcy, or is placed under the control of a receiver, trustee, or similar authority.

In consideration of the services,

Conduit has agreed to pay Sarborg an initial cash payment of $200,000 and $200,000 payable through the issuance of 22,727

shares of common stock, determined by the closing price on the day preceding the execution of the Sarborg Agreement.

Further milestone

payments payable in conjunction with the achievement of certain milestones over the term of the Sarborg Agreement, totaling up to $1,800,000,

are payable in cash or shares, at the discretion of Conduit.

Sarborg will be reimbursed for pre-approved, necessary, and reasonable

out-of-pocket expenses directly incurred in connection with the performance of the services.

The Sarborg Agreement includes

provisions for the ownership and use of intellectual property.

Sarborg will own its pre-existing intellectual property rights,

including proprietary tools and methodologies used in the performance of the services.

Conduit will own all deliverables resulting from

the services performed by Sarborg under the Sarborg Agreement.

The Sarborg Agreement provides Sarborg with

registration rights for any common stock of Conduit that Sarborg receives as consideration under the Sarborg Agreement.

must use commercially reasonable efforts to prepare and file a registration statement covering the resale of the common stock within sixty

days after the issuance of the shares to Sarborg.

The Company must cause the registration statement covering such shares to become effective

withing ninety days of the filing of the registration statement.

The Sarborg Agreement also includes confidentiality obligations, representations

and warranties, indemnification, limitation of liability, and insurance requirements.

Andrew Regan, a member of Conduit’s board of directors, also

sits on the board of directors of Sarborg.

of the individuals that serve as members of our board of directors since completion of the Business Combination have relationships with

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2,003 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.

Tapolczay is also a director of Old Conduit.

Regan, a member of our board of directors, is a director of Old Conduit and received 67 shares of our Common Stock upon completion of

the Business Combination.

James Bligh, a member of our board of directors and interim chief financial officer, 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.

On April 22, 2024, the Company issued in a private placement common stock

purchase warrants (the “April Warrants”) to third parties, including certain directors, to purchase up to an aggregate of

9,077 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 and for such directors, $12.50 per warrant.

The April Warrants are not exercisable until one year after their date of issuance.

Each April Warrant is exercisable into one share of the Company’s common stock at a price per share of $312 (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 April Warrants.

The issuance of the April Warrants were made in reliance on the exemption from registration provided by

Section 4(a)(3) of the Securities Act, and/or Regulation D promulgated thereunder.

Principal Accountant Fees and Services

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The aggregate fees billed by Marcum for professional

services rendered for the audit of our annual financial statements.

for the year ended December 31, 2023 totaled approximately $254,800,

services rendered for the audit of our annual financial statements for the year ended December 31, 2024 totaled approximately $341,200,

and for the year ended December 31, 2023 totaled approximately $440,200.

Audit-Related Fees .

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.” 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 $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.

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.” Audit related fees primarily include review of regulatory

documents filed with the SEC.

For the year ended December 31, 2024, we paid Marcum audit-related fees totaling approximately $120,170.

For the year ended December 31, 2023, we paid Marcum audit-related fees totaling approximately $118,525.

Tax fees consists

of fees billed for tax compliance, tax planning and tax advice.

We paid Marcum tax fees for the year ended December 31, 2024 totaling

approximately $83,405.

We did not pay Marcum tax fees for the year ended December 31, 2023.

We did not pay Marcum for other services for the years ended December 31, 2024 or December 31, 2023.

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Exhibits, Financial Statement Schedules

following documents are filed as part of this report:

following documents are filed as part of this annual report:

(see “Financial Statements and Supplementary Data” at Item 8 and incorporated herein by reference).

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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.

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.

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29, 2023, and incorporated herein by reference).

of Registered Securities

Amendment No.1 to the Amended and Restated Bylaws (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 19, 2024, and incorporated herein by reference)

Certificate of Amendment filed with the Delaware Secretary of State on January 22, 2025 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 23, 2025, and incorporated herein by reference).

Description of Registered Securities

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).

Form of Warrant (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference).

Nirland Note (Filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference).

Amendment to the Senior Secured Promissory Note and Security Agreement, dated October 31, 2024, between Nirland Limited and Conduit Pharmaceuticals Inc.

(filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference).

Convertible Promissory Note, dated November 25, 2024, between Conduit Pharmaceuticals Inc.

and A.G.P./Alliance Global Partners (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 25, 2024, and incorporated herein by reference).

Second Amendment to the Senior Secured Promissory Note, dated November 22, 2024, between Conduit Pharmaceuticals Inc.

and Nirland Limited (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 25, 2024, and incorporated herein by reference).

Agreement, dated February 2, 2022, among Murphy Canyon Acquisition Corp., Murphy Canyon Acquisition Sponsor, LLC, and each of the

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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,

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333-271903) filed on July 28, 2023, and incorporated herein by reference).

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

Sragovicz and Conduit Pharmaceuticals Inc.

(filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 14, 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).

Convertible Promissory Note between Conduit Pharmaceuticals Limited and Vrezh and Sharon Lee Isayan, dated March 20, 2023 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 15, 2024, and incorporated herein by reference).

Bridge Loan Agreement, dated October 29, 2024, between A.G.P./Alliance Global Partners and Conduit Pharmaceuticals (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference).

Employment Agreement, dated November 15, 2024, between James Bligh, Conduit Pharmaceuticals Limited and Conduit UK Management LTD.

(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 19, 2024, and incorporated herein by reference).

Services Agreement dated December 12, 2024, between Conduit Pharmaceuticals Inc.

and SARBORG Limited.

(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 17, 2024, and incorporated herein by reference).

Conduit Pharmaceuticals, Inc.

Insider Trading Policy

of Conduit Pharmaceuticals Limited (filed as Exhibit 21.1 to the Registrant’s Amendment No.

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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.

Consent of Marcum LLP, independent public accounting firm of Conduit Pharmaceuticals Inc.

Power 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 2002.

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 2002.

Pharmaceuticals, Inc.

Compensation Recovery Policy

Conduit Pharmaceuticals, Inc.

Compensation Recovery Policy (filed as Exhibit 97.1 to the Registrant’s Annual Report filed on April 16, 2024, and incorporated herein by reference).

XBRL Instance Document.

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Filed herewith.

Previously filed.

Management contract or compensatory plan or arrangement.

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PHARMACEUTICALS INC.

April 16, 2024

March 28, 2025

David Tapolczay

Executive Officer

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Tapolczay and Adam Sragovicz,

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Tapolczay and James Bligh,

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

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Executive Officer)

Adam Sragovicz

Financial Officer

Chief Financial Officer

Financial Officer and Principal Accounting Officer)

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Financial Statements of Conduit Pharmaceuticals Inc.:

of Independent Registered Public Accounting Firm (PCAOB No.

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

Report of Independent Registered Public Accounting Firm (PCAOB No.

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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(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, 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.

31, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period

ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

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

fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise

additional funds to meet its obligations and sustain its operations.

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 consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

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have served as the Company’s auditor since 2022.

Morristown, NJ

March 28, 2025

PHARMACEUTICALS INC.

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thousands, except share amounts)

and cash equivalents

Current assets

Expenses and other long-term assets

AND STOCKHOLDERS’ DEFICIT

expenses and other current liabilities

professional fees

promissory note payable

payable, current portion

Cash and cash equivalents

Prepaid expenses

Total current assets

Operating lease right-of-use assets.

Property, plant and equipment, net

Prepaid expenses and other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

notes payable, carried at fair value

related to the sale of future revenue

warrant liability

commission payable

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

Accounts payable

Accrued expenses and other current liabilities

Operating lease liability, current portion

Convertible promissory note payable

Convertible promissory notes payable at fair value

Convertible promissory notes payable at fair value – related parties

Convertible promissory notes payable at fair value

Notes payable

Notes payable – related parties

Notes payable

Total current liabilities

Operating lease liability, non-current portion

Derivative warrant liability

Deferred commission payable

Total liabilities

Commitments and contingencies (see note 15)

Stockholders’ deficit

liabilities and stockholders’ deficit

of legacy common stock have been retroactively restated to give effect to the Merger.

Common stock, par value $ 0.0001 ;

250,000,000 shares authorized at December

31, 2024 and December 31, 2023, respectively, 1,384,801

shares and 738,295 shares issued

and outstanding at December 31, 2024 and December 31, 2023, respectively

Preferred stock, par value $ 0.0001 ;

1,000,000 shares authorized at December 31, 2024 and December 31, 2023, respectively;

nil shares issued and outstanding at December 31, 2024 and December 31, 2023

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

accompanying notes are an integral part of these consolidated financial statements.

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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)

Year Ended December 31,

Operating expenses:

Research and development expenses

General and administrative expenses

Total operating costs and expenses

Operating loss

Other income (expenses):

Other income (expense), net

Interest income

Interest expense, net

Total other (expense) income, net

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

Net income (loss) - diluted

Basic earnings/(net loss) per share

Diluted earnings/(net loss) per share

Basic weighted-average common shares outstanding

Diluted weighted-average common shares outstanding

Comprehensive income (loss):

Foreign currency translation adjustment

Total comprehensive income (loss)

accompanying notes are an integral part of these consolidated financial statements.

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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.

Balance at January 1, 2023

Retroactive application of Merger

Reclassification of additional paid-in-capital **

Adjusted Balances, beginning of period *

Reclassification of additional paid-in-capital ***

Issuance of Conduit Pharmaceuticals Inc.

common stock to holders of Conduit Pharmaceuticals Limited convertible notes on the Closing Date (Note 2)

Issuance of common stock upon conversion of MURF Class A & Class B common stock in connection with merger (Note 2)

Issuance of Conduit Pharmaceuticals Inc.

common stock in connection with PIPE Financing (Note 2)

of Conduit Pharmaceuticals Inc.

Issuance of Conduit Pharmaceuticals Inc.

common stock to Cizzle Biotechnology Holding PLC

of Conduit Pharmaceuticals Inc.

Issuance of Conduit Pharmaceuticals Inc.

common stock to Vela Technologies PLC

of Conduit Pharmaceuticals Inc.

Issuance of Conduit Pharmaceuticals Inc.

common stock to an advisor for services directly related to the Merger (Note 2)

of excise tax liability associated with the Merger (Note 3)

contribution - related party

currency translation adjustment

at December 31, 2023

Reduction of excise tax liability associated with the Merger (Note2)

Capital contribution - related party

Stock-based compensation

Foreign currency translation adjustment

Balance at December 31, 2023

of legacy common stock have been retroactively restated to give effect to the Merger.

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the period as presenting the reduction does not result in additional paid-in capital being presented as a negative for its ending

comprehensive

stockholders’

Balance at January 1, 2024

Correction of immaterial error related to franchise tax expense

Issuance of Common Stock for services

Issuance of Common Stock upon vesting of restricted stock units

Issuance of Common Stock for note payable

Issuance of Common Stock for licensing right

Issuance of Common Stock under the ATM Program

Issuance of Common Stock in Exchange for Debt Modification

Issuance of Common Stock upon Exercise of Conversion Option

Issuance of Warrants

Issuance of Common Stock Upon Exercise of Warrants

Stock-based compensation

Foreign currency translation adjustment

Balance at December 31, 2024

accompanying notes are an integral part of these consolidated financial statements.

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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

Year Ended December 31,

Cash flows from operating activities:

flows from investing activities:

of loan - related party

from issuance of option

from loan repayment - related party

Adjustments to reconcile net loss to net cash used in operating activities:

Gain on change in fair value of Cizzle option

Gain on change in fair value of Vela option

Loss on issuance of Vela option

Change in reserve for related party uncollectible loan

Loss on debt extinguishment, net

Loss on related party loan forgiveness

Realized gain on short-term investments

Unrealized foreign exchange gain

Loss (gain) on change in fair value of convertible notes payable

Gain on change in FV of the warrants

Non-cash reduction of deferred income upon exercise of option liability

Loss on issuance of warrants

Non-cash lease expense

Stock-based compensation expense

Issuance of Common Stock for licensing right

Non-cash interest expense

Depreciation expense

Amortization of financed Directors and Officers insurance

Amortization Expense

Amortization of debt discount

Issuance of common stock for services

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable

Accrued expenses and other current liabilities

Lease liability

Intangible assets

Net cash flows from operating activities

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

Issuance of loan - related party

Purchases of property and equipment

Purchases of short-term investments

Proceeds from the sale of short-term investments

Proceeds from issuance of option

Proceeds from loan repayment - related party

Net cash flows from investing activities

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.

Proceeds from Merger and related PIPE Financing, net of transaction costs

Proceeds from the issuance of notes payable – related parties

Capital contribution - related party

Proceeds from issuance of common shares related to ATM program

Exercise of warrants

Repayment of notes payable

Proceeds from issuance of warrants

Proceeds from issuance of convertible promissory note payable, carried at cost

Net cash flows from financing activities

Net change in cash and cash equivalents before effect of exchange rate changes

Effect of exchange rate changes on cash and cash equivalents

Net change in cash

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Non-cash investing and financing activities

Right of Use Asset obtained in exchange for Operating Lease Liabilities

Correction of immaterial error related to franchise tax expense

Issuance of Common Stock upon exercise of conversion option

Issuance of Common Stock in exchange for debt extension

Conversion of deferred commission payable to convertible promissory note

Issuance of Conduit Pharmaceuticals Inc.

common stock to Cizzle Biotechnology Holding PLC upon exercise of option

of Conduit Pharmaceuticals Inc.

Issuance 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

Exchange of Conduit Pharmaceuticals Limited convertible notes for shares of Conduit Pharmaceuticals Inc.

common stock in connection with the Merger

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

Prepaid expense of directors and officers insurance paid out of PIPE financings proceeds in connection with the Merger

Accumulated deficit assumed to APIC as a result of the business combination

Initial 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

Supplemental Cash Disclosures

Cash paid for interest

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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.

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.

The Company has

developed a unique business model that allows it to act as a conduit to bring clinical assets from pharmaceutical companies and

develop new treatments for patients.

Our novel approach addresses unmet medical needs and lengthens the intellectual property for

our existing assets through cutting-edge solid-form technology with the expectation of commercializing these products with life

science companies.

Our initial development plan is to conduct a Phase II clinical trial on AZD1656 in Lupus (including Lupus

Nephritis) and ANCA Vasculitis (AAV).

We anticipate developing our Initial Pipeline (which has already undergone pre-clinical and

clinical trials) through the Phase II stage and then monetizing such clinical assets through a license, royalty, or other

transaction at this stage.

At this time, we do not expect that we will commercialize any clinical assets or seek marketing approval

from the FDA (or similar organizations) as we intend to enter into agreements with third parties following Phase II clinical trials

for each such clinical asset that would provide that such third party would pursue the further development, commercialization, and

marketing of such assets.

September 22, 2023 (the “Closing Date”), a merger transaction between Conduit Pharmaceuticals Limited (“Old Conduit”),

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subsidiary of MURF (“Merger Sub”), was completed (the “Merger”, see Note 2) 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.

dated November 8, 2022 and subsequent amendments to the merger agreement dated January 27, 2023 and May 11, 2023 (together, the “Merger

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

to Conduit Pharmaceuticals Inc.

The common stock of the Company (the “Common Stock”) 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.

On March 7, 2025, the Company filed an application to list our Common Stock on The Nasdaq Capital Market as part

of our plan to regain compliance with all NASDAQ rules.

See Note 20 for additional details.

Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States

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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

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accompanying consolidated financial statements include the accounts of Conduit Pharmaceuticals, Inc.

and its wholly owned

subsidiaries Conduit UK Management Ltd.

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.

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

accordance with 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, 2024, the Company had

an accumulated deficit of $ 29.1 million.

As of December 31, 2024 and December 31, 2023, the Company had cash and cash equivalents and

short-term investments of $ 0.6 million and $ 4.2 million, respectively.

For the year ended December 31, 2024 and 2023, the Company had

net operating losses of $ 15.4 million and $ 5.3 million, respectively, and cash used in operating activities of $ 9.7 million and $ 7.7

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.

Management has determined that it does not have sufficient cash and other sources of liquidity to fund its current

business plan.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for at least

the next 12 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.

funding to support its current business plan in addition to the remaining at the market offering program (the “Sales

Agreement”) of $ 12.0 million (See Note 20), as of the financial statement release date.

Management’s plans to alleviate the

conditions that raise substantial doubt through the pursuit of additional cash resources through public or private equity or debt

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

financial statements have been prepared assuming the Company will continue as a going concern and do not include adjustments to reflect

1 unchanged sentence

from the outcome of this uncertainty.

January 24, 2025, the Company amended its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the

State of Delaware in order to effect a 1-for-100 reverse stock split of its outstanding shares of common stock (the “Reverse Stock

As a result of the reverse stock split, every 100 shares of the Company’s common stock issued or outstanding were

automatically reclassified into one new share of common stock, subject to the treatment of fractional shares as described below, without

any action on the part of the holders.

All historical share and per-share amounts reflected throughout the accompanying consolidated

financial statements and other financial information in this Annual Report on Form 10-K have been retroactively adjusted to reflect the

2025 Reverse Stock Split as if the split occurred as of the earliest period presented.

The Reverse Stock Split did not affect the number

of authorized shares of common stock or the par value of the common stock.

No fractional shares were issued in connection with the Reverse

Stockholders who would otherwise have been entitled to receive fractional shares as a result of the Reverse Stock Split

were entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled

multiplied by the closing price per share of the common stock (as adjusted to give effect to the Reverse Stock Split) on The Nasdaq Global

Market on January 24, 2025.

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.

Company is subject to risks common to companies in the development stage and pharmaceutical industry including, but not limited to, uncertainties

related to pre-clinical and clinical outcomes competitor products, regulatory approvals, dependence on key products, dependence on key

suppliers and protection of intellectual property rights (see note 15 for details on a claim against our AZD 1656 co-crystal patent).

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.

These 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 licenses clinical assets from AstraZeneca.

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.

The Company is also subject

to risks associated with the Nasdaq Stock Market Correspondence and Subsequent Nasdaq Capital Market Listing.

See note 20 for further

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

and cash equivalents are primarily maintained with major financial institutions in the United States, 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

The Switzerland bank accounts holding cash balances are uninsured, and the UK bank account, with a year-end balance of approximately

£ 100,000 (or approximately $ 125,000 ) exceeds the country’s deposit limit of £ 85,000 (approximately $ 107,000 ).

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 31, 2024.

Company had $ 0.6 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.

and $ 4.2 million

in cash and cash equivalents on hand as of December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, $ 0.2

million of the Company’s $ 0.6

million cash and cash equivalents balance was

invested in money market funds.

The money market funds do not have significant liquidity restrictions that would require the exclusion

from cash and cash equivalents.

Plant and Equipment

plant and equipment are initially recorded at cost.

Depreciation and amortization are computed using the straight-line method over the

estimated useful lives of the assets or, for leasehold improvements, the life of the lease, if shorter.

When assets are retired or otherwise

disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected

in other income or expense for the period.

As of December 31, 2024, property, plant and equipment primarily consisted of leasehold improvements.

accordance with ASC 842, Leases (ASC 842), the Company records a right-of-use (ROU) asset and a lease liability on the balance sheet

for all leases with terms longer than 12 months and classifies them as either operating or finance leases.

the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and

circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset,

whether the Company obtains the right to substantially all the economic benefit from the use of the asset, and whether the Company has

the right to direct the use of the asset.

Leases with a term greater than one year are recognized on the balance sheet as ROU assets,

lease liabilities and, if applicable, long-term lease liabilities.

The Company has elected not to recognize on the balance sheet leases

with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2.

For contracts with lease and non-lease components,

the Company has elected not to allocate the contract consideration, and to account for the lease and non-lease components as a single

lease component.

liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term.

The implicit rate within our operating leases is generally not determinable and, therefore, the Company uses the incremental borrowing

rate at the lease commencement date to determine the present value of lease payments.

The determination of the Company’s incremental

borrowing rate requires judgment.

The Company determines the incremental borrowing rate for each lease using our estimated borrowing

rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease.

operating lease ROU asset also includes any lease prepayments, offset by lease incentives.

option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain

we will exercise that option.

An option to terminate is considered unless it is reasonably certain we will not exercise the option.

preparation of financial statements in conformity with U.S.

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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.

Company’s Level 1 assets consist of cash and cash equivalents, including money market funds, 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

of December 31, 2024, the Company has two financial liabilities, warrant liabilities for which the fair value is determined based on

Level 2 and Level 3 inputs, and convertible debt carried at fair value for which the fair value is

determined based on Level 3 input.

The Level 2 inputs are valued based on observable inputs other than quoted

prices included in Level 1, such as quoted prices for similar instruments in active markets.

The level 3 inputs as such inputs are based

on unobservable inputs and require significant judgement.

As 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 similar instruments in active markets.

See Note 3 for further information on the Company’s

financial liabilities carried at fair value.

Company has elected the fair value measurement option for convertible debt with embedded derivatives that would otherwise require bifurcation

and has recorded the entire hybrid financial instrument at fair value under the guidance in ASC 825, Financial Instruments.

the August 2024 Nirland Note was recorded at fair value subsequent to the Second Amendment and the A.G.P.

Convertible Note was recorded

at fair value upon issuance.

The notes will subsequently be remeasured at fair value each reporting date until settled or converted.

The Company reports interest expense, including accrued interest, related to the convertible debt under the fair value option, separately

from within the change in fair value of the convertible debt in the accompanying consolidated statement of operations and comprehensive

income (loss).

Any changes in fair value caused by instrument-specific credit risk are presented separately in other comprehensive income.

During the year ended December 31, 2024, the Company did not record any changes in fair value related to instrument-specific credit risk.

and Development

and development expenses consist primarily of costs incurred in connection with the research and development of our clinical assets

and programs, see Note 10 for further discussion of research and development expense.

Conduit holds all licenses to conduct clinical

research through a third-party pharmaceutical company.

The Company expenses research and development costs and intangible assets

acquired that have no alternative future use as incurred.

These expenses include:

8 unchanged sentences

expenses, including salaries, related benefits and equity-based compensation expense, for employees engaged in research and development

acquisition costs related to the purchase of licensed intellectual property;

related to compliance with quality and regulatory requirements;

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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

10 unchanged sentences

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

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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

9 unchanged sentences

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).

in the Consolidated Balance Sheet.

The Liability Classified Warrants are remeasured each period with changes in fair value recorded in

the Consolidated Statements of Operations and Comprehensive Income (Loss).

Currency Translation

22 unchanged sentences

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 .

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;

(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

Under this proposal, public entities are required to disclose significant

segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each

2 unchanged sentences

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

Entities are also 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.

1 unchanged sentence

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.

The amendments are effective for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods

As of December 31, 2024, the Company only has one reportable segment.

The Company adopted this accounting standard as of January

See Note 19 for the Company’s segments disclosures.

Issued Accounting Standards Not Yet Adopted

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

9 unchanged sentences

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)

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’

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)

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

November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories

of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented

on the consolidated statements of operations and comprehensive income (loss).

The guidance in this ASU is effective for fiscal years

beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU

or (2) retrospectively to all prior periods presented in the consolidated financial statements.

The Company is currently evaluating the

impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures.

Merger and Financing

discussed in Note 1 - Summary of Significant Accounting Policies , on September 22, 2023, the Company and MURF completed the Merger.

discussed in Note 1 – Nature of the Business, Basis of Presentation and 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 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 323 shares of the Company’s Common Stock (“Common Stock”) resulting

in the issuance of 646,264 shares of Conduit Pharmaceuticals, Inc.

Common Stock.

addition to the shares issued to legacy Conduit shareholders noted above, an additional 3,735 shares of Common Stock was issued

to Conduit convertible note holders, resulting in a total of 650,000 shares of Common Stock being issued to Conduit shareholders

and holders of Conduit convertible notes payable.

connection with the Merger, 450 shares of MURF Class A common stock held by the MURF Sponsor was transferred to MURF Directors.

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 7,090 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.

580 shares, was exchanged for, on a one-for-one basis for shares of Common Stock.

connection with the Merger, 33,062 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.

and Conduit, was due to receive (i) a cash fee of $ 6.5 million, 13,000 shares of Common Stock and warrants to purchase 540 shares

of Common Stock at an exercise price of $ 1,100 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

received a cash payment of $ 5.6 million, 13,000 shares of Common Stock, and 540 warrants to purchase

540 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.

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.

See Note 7 for discussion of amendment of the note that took place during the year ended December 31, 2024.

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.

investors (the “PIPE Investors”) for an aggregate of 20,000 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 $ 1,000 per unit, for an aggregate purchase price of $ 20,000,000 (the “PIPE 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.

6 unchanged sentences

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.

Exchange of MURF common stock subject to possible redemption for Conduit Pharmaceuticals Inc.

Exchange of MURF Class A common stock held by MURF Directors for Conduit Pharmaceuticals Inc.

Exchange of MURF Class A common stock held by MURF Sponsor for Conduit Pharmaceuticals Inc.

Subtotal - Merger, net of redemptions

Issuance of Conduit Pharmaceuticals Inc.

common stock in connection with PIPE Financing

of Conduit Pharmaceuticals Limited ordinary shares for Conduit Pharmaceuticals Inc.

Exchange of Conduit Pharmaceuticals Limited ordinary shares for Conduit Pharmaceuticals Inc.

common stock on the Closing Date

of Conduit Pharmaceuticals Inc.

Issuance of Conduit Pharmaceuticals Inc.

common stock to holders of Conduit Pharmaceuticals Limited convertible notes on the Closing Date

of Conduit Pharmaceuticals Inc.

Issuance 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.

Total - 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, 2024, 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

The following

table presents as of December 31, 2024 the Company’s assets and liabilities subject to measurement at fair value on a

recurring basis (in thousands):

of Assets Subject to Measurement at Fair Value on Recurring Basis

Fair Value Measurements as of December 31, 2024

Cash equivalents

Convertible notes payable at fair value

Liability Classified Warrants

Total Liabilities

following table presents as of December 31, 2023 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

Fair Value Measurements as of December 31, 2023

Liability Classified Warrants

Total Liabilities

equivalents consist of highly liquid money market funds with maturities of three months or less and are reflected in the Consolidated

Balance Sheets at carrying value, which approximates fair value due to their short-term nature.

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):

basis and warrant liabilities, 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

Convertible Notes

Liability Classified Warrants

Balance as of December 31, 2023

Fair value at Issuance

Conversion of convertible note

Change in fair value

Balance as of December 31, 2024

Notes Payable

discussed in Note 7, during on October 31, 2024, the Company and Nirland agreed to amend the August 2024 Nirland Note, whereby the

August 2024 Nirland Note was amended to provide for the conversion of the August 2024 Nirland Note into shares of common stock, at

Nirland’s discretion, in a multiple of any unpaid amounts, if not otherwise previously paid, pursuant to the conversion rate

contained therein.

The August 2024 Nirland Note was then amended for a second time on November

22, 2024.Additionally, as discussed in Note 7, during November 2024, the Company issued to A.G.P.

a convertible promissory

note (the “A.G.P.

Convertible Note”) in the principal amount of $ 5.7

million to evidence the A.G.P.’s currently owed deferred commission payable.

The Company elected to account for the August

2024 Nirland Note and A.G.P.

Convertible Note (collectively the “Convertible Notes Payable”) at fair value.

value of the Convertible Notes Payable is estimated each period using a binomial lattice model.

Significant estimates in the

binomial lattice model include the Company’s stock price, volatility, risk-free rate, corporate bond yield, credit

spread, probability of default, and recovery upon default.

fair value of the August 2024 Nirland Note and A.G.P.

Convertible Note as of December 31, 2024 were estimated using a binomial

lattice model.

The following

table outlines the range of significant unobservable inputs used in calculating the fair value of the August 2024 Nirland Note as of

the dates noted below:

of Fair Value of Assumptions

Corporate bond yield

Credit Spread

Probability of default

Recovery upon default

following table outlines the range of significant unobservable inputs used in calculating the fair value of the A.G.P.

Note as of the dates noted below:

of Fair Value of Assumptions

Corporate bond yield

Credit Spread

Probability of Default

Recovery upon default

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.

PIPE Warrants, A.G.P.

Warrants, and A.G.P.

2024 Warrants, as defined in Note 18, 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 other income (expense), net in the consolidated statements of operations and comprehensive

income (loss).

measurement of the PIPE Warrants and the measurement of the A.G.P 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.

PIPE Warrant and A.G.P.

Warrant liabilities are calculated by multiplying the quoted market price of the Company’s publicly traded

warrants by the number of liability classified warrants.

December 11, 2024, the Company amended the exercise price of the PIPE Warrants to be $ 8.83 ,

at which time all PIPE Warrants were exercised.

As the exercise price was amended on the same date that the PIPE Warrants were

exercised, the Company remeasured the warrant liability immediately before exercise based on the difference between the closing

stock price of the Company’s common stock on December 11, 2024, and the amendment exercise price of the PIPE Warrants,

resulting in a gain on the change in fair value of warrant liability of approximately $ 12

Refer to Note 18 for additional information.

Upon exercise of the PIPE Warrants, less than $ 1

thousand of Level 2 liability classified warrants remain on the consolidated balance sheet as of December 31, 2024.

measurement of the A.G.P.

2024 Warrants is classified as Level 3 due to the use of an option-pricing model that utilizes unobservable inputs and requires significant judgement.

The Company estimated

the fair value of the warrants issued as the issuance date, October 29, 2024, and as of December 31, 2024, using a Black-Scholes

option-pricing model utilizing the following assumptions:

of Fair Value of Assumptions

October 29, 2024

December 31, 2024

Closing stock price

Contractual exercise price

Risk-free rate

Estimated volatility

Time period to expiration (in years)

Balance Sheet Details – Current Assets

1 unchanged sentence

of Balance Sheet Details

directors and officers insurance

December 31, 2024

December 31, 2023

Prepaid directors’ and officers’ insurance

Prepaid expenses

prepaid expenses and other current assets

Prepaid expenses – related parties

Other receivables

Total prepaid expenses and other current assets

the year ended December 31, 2024, we entered into an operating lease for laboratory space.

The remaining lease terms for our operating

lease is approximately two years and does not provide a renewal option.

We apply the short-term lease policy election, which allows us

to exclude from recognition leases with an original term of 12 months or less.

commencement of the laboratory lease on March 7, 2024, the Company recorded a right-of-use asset of $ 0.4 million, short-term lease liability

of $ 0.2 million, and long-term lease liability of $ 0.2 million.

costs associated the Company’s operating and short-term leases are recorded within general and administrative expense in the consolidated

statement of operations and comprehensive income (loss).

The following table sets forth information about our lease costs for the year

ended December 31, 2024 (in thousands):

of Lease Cost

Operating lease cost

Short-term lease cost

Variable lease cost

Total lease cost

following table sets forth information about our operating lease for the year ended December 31, 2024 (in thousands):

of Operating Lease Liabilities

Supplemental cash flow and other information

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

ROU assets obtained in the exchange for lease liabilities

Weighted-average remaining lease term (in years)

Weighted-average discount rate

Company’s future minimum lease payments for our operating lease as of the year ended December 31, 2024, are as follows (in thousands):

of Future Minimum Lease Payments For Operating Lease

Year ending December 31,

imputed interest

Total lease liability

Liability Related to the Sale of Future Revenue

2 unchanged sentences

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

for 8 % of future revenue earned if AZD 1656 is commercialized (the “Vela Agreement”).

Total consideration under the Vela

Agreement was $ 2.9 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.

1 unchanged sentence

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.

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 million).

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 .

The 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 10,157 shares of the Common

The Company recognized the $ 2.8 million of deferred revenue and recorded $ 2.8 million to other income (expense), net, on the consolidated

statement of operations and comprehensive income (loss) for the year ended December 31, 2023.

As of December 31, 2023, there was no liability

for the sale of future revenue related to Vela.

Biotechnology Holdings PLC

2 unchanged sentences

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.

as $ 1.6 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.

The 22.0 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 were classified as a liability related to the future sale of revenue.

Under ASC 470-10-25,

11 unchanged sentences

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

closing of the agreement, Cizzle agreed to pay the Company an option fee of $ 0.1 million (£ 0.1 million).

September 26, 2023, Cizzle exercised its option to sell back its indirect investment in AZD 1656 in exchange for 3,954

1 unchanged sentence

The Company recognized

the $ 1.5 million of deferred revenue and recorded $ 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 31, 2023.

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

As of December 31, 2023,

there was no liability for the sale of future revenue related to Cizzle.

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

March 2023, the Company issued a convertible promissory note payable (the “Convertible Promissory Notes 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 %

Convertible Promissory Note Payable had a maturity date of 18 months from the date of issuance.

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

October 9, 2024, the Company and the loan holder signed an extension to extend the maturity date from September 20, 2024 to October

20, 2024 with the option for the Company to further extend the maturity date two times, each by an additional 30-day period.

Company exercised both options to extend the maturity date to December 19, 2024 which included interest previously payable as well as the principal.

As consideration for extending the maturity date,

the Company amended the form of repayment of the remaining interest due on the loan.

As payment for the interest, the Company issued

the loan holder, (i) $ 80,000 worth

of Common Stock to be issued at the closing market price on the date prior to issuance and (ii) 20,000 shares

of Common Stock.

On October 11, 2024, the Company issued the loan holder 27,812 shares

of Common Stock in satisfaction of the obligations in (i) and (ii) in the preceding sentence.

extension met the criteria for as a debt extinguishment under ASC 470-50.

As of October 9, 2024, the Company recorded a gain on debt extinguishment

million, calculated as the difference between (i) the $ 0.8 million

carrying value of the Convertible Promissory Note Payable immediately prior to the amendment (ii) the $ 0.4

million fair value of the Convertible Promissory Note Payable immediately after the amendment and (iii) the $ 0.3

million fair value of the shares issued to the holder as consideration for extending the maturity date.

The difference between the

$ 0.8 million

carrying value immediately prior to the amendment and the $ 0.4

million fair value immediately after the amendment was recorded as a debt discount and amortized over the amended maturity date of

the Convertible Promissory Note using the effective interest method.

connection with the extension of the loan, the Company entered into a consulting agreement with an unrelated third party to negotiate

the extension of the of the convertible note with the loan holder on behalf of the Company.

The Company issued the third-party 8,500 shares

on October 11, 2024, in exchange for services provided.

The fair value of the shares were $ 0.1 million, as determined

by multiplying the closing share price on October 10, 2024 (day prior to issuance) of $ 10.24 by the total number of shares issued, 8,500 .

This amount was capitalized as a debt issuance cost and accreted over the amended term of the Convertible Promissory Notes Payable

using the effective interest method.

the year ended December 31, 2024, and December 31, 2023, the Company incurred interest expense on the Convertible Promissory Note

Payable of $ 0.5

million and $ 0.1

million, respectively.

The promissory note payable remained outstanding as of December 31, 2024, therefore the Company was

considered to be in default.

On March 6, 2025, the Company reached an agreement with the loan holder to pay $ 0.7

million in order to settle the March 2023 Convertible Note in full.

The Company repaid the loan holder the settlement amount $ 0.7

million on March 13, 2025.

See Note 20 for additional details.

2024 Nirland Note

August 6, 2024, the Company entered into a Senior Secured Promissory Note (the “August 2024 Nirland Note”) with Nirland,

a related party of the Company, pursuant to which the Company issued and sold to Nirland the August 2024 Note in the original principal

amount of $ 2.7 million, inclusive of a $ 0.5 million original issuance discount.

See Note 16 for further reference to the relationship

between the Company and Nirland.

Of the total amount of the August 2024 Nirland Note, $ 1.7 million was issued upon execution of

the August 2024 Nirland Note.

In connection with the August 2024 Nirland Note, the Company issued to Nirland 125,000 shares

of the Company’s Common Stock on August 6, 2024.

The balance of $ 0.5 million became payable to the Company when the shares

were registered for resale in September 2024.

In the event the Company completes any public or private equity or debt financing, the

Company shall be required to mandatorily prepay (“Mandatory Prepayment Right”), any amounts that may be then outstanding

under the August 2024 Nirland Note, within two business days following the closing of such financing, in an amount of no less than 75 %

of the net proceeds received.

Per the terms of the August 2024 Nirland Note, the Company is prohibited from entering into a variable

rate transaction without prior written consent from Nirland.

The August 2024 Nirland Note bears interest at a rate of 12 % per annum,

accruing daily on a 365-day basis, payable monthly in arrears as cash, or accrued at Nirland’s discretion.

The August 2024

Nirland Note matures 12 months from August 6, 2024.

As noted above, the Company issued to Nirland 125,000 shares

of the Company’s Common Stock on August 6, 2024.

The Company determined that loan agreement and share issuance should were part

of a basket transaction and allocated the net proceeds on a relative fair value basis.

Of the total $ 2.2 net proceeds, $ 1.2 million

was allocated to the August 2024 Nirland Note including $ 1.5 million gross proceeds, less $ 0.3 million Original Issue Discount

The remaining $ 1.0 million was allocated to the common stock, including $ 1.2 million gross proceeds less

The $ 1.2 million allocated to the common stock was considered to be a discount on the August 2024 Nirland Note making

the balance of the note to be $ 2.7 million note payable, less a total debt discount of $ 1.5 million.

The debt discount will

be amortized to interest expense using the effective interest method over the life of the note.

October 31, 2024, the Company and Nirland amended the August 2024 Nirland Note (the “First Amendment”), whereby the August

2024 Nirland Note was amended to (i) provides for the conversion of the August 2024 Nirland Note into shares of Common Stock, at Nirland’s

discretion, in a multiple of any unpaid amounts, if not otherwise previously paid, pursuant to the conversion rate contained therein,

(ii) removes Nirland’s Mandatory Prepayment Right, and (iii) removes Nirland’s right of first refusal to participate in any

future equity or debt offerings of the Company.

The number of shares of Common Stock issuable upon conversion of any Conversion Amount

pursuant to shall be determined by dividing (x) such conversion amount by (y) the conversion price.

Conversion amount means two

and one quarter times the sum of (x) portion of the principal to be converted, redeemed or otherwise with respect to which this determination

is being made and (y) all accrued and unpaid interest with respect to such portion of the principal amount, if any.

Conversion price

means, as of any conversion date or other date of determination, $ 10.00 , subject to adjustment as provided within the amended agreement.

evaluated the conversion feature of this note offering for embedded derivatives in accordance with ASC 815, Derivatives

and Hedging , and the substantial premium model in accordance with ASC 470, Debt .

Based on our assessment,

separate accounting for the conversion feature of this note offering is not required and will be accounted for under the substantial

premium model.

Under the substantial premium model, the excess above the fair value of the August 2024 Nirland Note will be recorded

in additional paid-in-capital.

The August 2024 Nirland Note will be carried at amortized cost using the effective interest method.

Company determined the fair value of the August 2024 Nirland Note to be $ 3.6 million as of October 31, 2024 through the use of a binomial

lattice model.

See Note 3 for additional information regarding the fair value measurement of the August 2024 Nirland Note.

accounted for the First Amendment as a debt extinguishment, as the First Amendment added a substantive conversion option.

As of October

31, 2024, a loss on debt extinguishment of $ 2.2 million was recorded consisting of (i) the derecognition of the $ 1.3 million carrying

value immediately prior to the First Amendment (ii) recognition of the $ 2.7 million par value and (iii) recognition of the $ 0.8 million

substantial premium.

November 22, 2024, the Company and Nirland entered into a Second Amendment to the August 2024 Nirland Note (the “Second

Pursuant to the Second Amendment, the Nirland Note may not be converted (other than partial conversions that may

be permitted pursuant to the rules and regulations of NASDAQ (or any successor entity)) prior to receipt of stockholder approval to

provide for such conversion of the Nirland Note, and subsequent issuance of the Company’s Common Stock, pursuant to the

stockholder approval rules under the rules and regulations of The Nasdaq Stock Market.

If the Company has not held a special meeting

of the stockholders to approve the full conversion of the August 2024 Nirland Note on or before January 9, 2025, then the Company

shall be obligated to pay Nirland a penalty of $ 0.1

million per day until the special meeting is held.

In addition, the existing conversion rate was amended to be two and one half

times the sum of (x) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination is

being made and (y) all accrued and unpaid interest (including default interest) with respect to such portion of the principal

amount, if any divided by $ 0.10 , prior to the Reverse Stock Split, (or following any reverse splits that may occur in a ratio greater than 10 to 1, the lower of

such reverse split price and the market price per share at the time of the Conversion Date, but in no event less than $1.00),

subject to adjustment as provided therein and to take into account any future share splits or reverse splits to maintain the

economic equivalence of the conversion rights as at the amendment effective date.

The Company notes that the reverse split provision

in the preceding sentence was tripped, effective January 25, 2025, following the 1-for-100

reverse stock split that occurred on that date.

of the Second Amendment, the Company elected to account for the August 2024 Nirland Note at fair value under ASC 825.

The Company determined that the amendment to the conversion features present in the Second Amendment fall under the

guidance within ASC 825 that notes that if a significant modification of debt occurs an entity is able to make an accounting election

on that date to account for that debt under the fair value option.

At the end of each

reporting period, the Company calculates the fair value of the August 2024 Nirland Note, and any changes in fair value are reported in

the current period’s consolidated statements of operations and comprehensive income (loss).

Company remeasured the fair value of the August 2024 Nirland Note as of the Second Amendment date and calculated a fair value of $ 4.5

million using a binomial lattice model.

See Note 3 for additional information regarding the fair value measurement of the August 2024

Nirland Note.

The Company accounted for the Second Amendment as a debt extinguishment, as the terms of the August 2024 Nirland Note were

deemed to be substantially different after the Second Amendment.

As of November 22, 2024, a loss on debt extinguishment of $ 0.9 million

was recorded consisting of (i) the derecognition of the 2.7 million carrying value immediately prior to the First Amendment (ii) derecognition

of $ 0.1 million in accrued interest (iii) derecognition of the $ 0.8 million substantial premium and (iv) recognition of the $ 4.4 million

December 9, 2024, and prior to obtaining shareholder approval, Nirland exercised their conversion option and converted $ 0.1 million of

principal for 23,000 shares of common stock pursuant to the rules and regulations of the NASDAQ.

As of December 31, 2024, $ 2.6 million

of principal and accrued interest remains outstanding.

As of December 31, 2024, the August 2024 Nirland Note had a fair value of approximately $ 2.8 million and is included

within Convertible promissory notes payable at fair value –

related parties on the consolidated balance sheets.

the year ended December 31, 2024, the Company recorded a $ 1.5 million

gain from the change in fair value of convertible promissory note and interest expense of approximately $ 0.4

The interest expense of $ 0.4 million is comprised of (i) accrued interest of $ 0.2 million and (ii) $ 0.2 million in

amortization expense related to the initial debt discount of $ 1.5 million.

million loss on debt extinguishment from the Frist Amendment, $ 0.9

million loss on debt extinguishment from the Second Amendment, and the $ 1.5

million gain on the change in fair value are presented within other income (expense), net, while the $ 0.4

million of interest expense is presented within Interest expense, net, in the consolidated statement of operations and comprehensive

income (loss).

Convertible Note

November 25, 2024, the Company issued to A.G.P.

a convertible promissory note (the “A.G.P.

Convertible Note”) in the principal

amount of $ 5.7 million to evidence the A.G.P.’s currently owed deferred commission payable.

Refer to the Note 9 for additional

Unless earlier converted as specified in the Convertible Note, the principal amount, plus all accrued but unpaid interest,

is due on November 25, 2025 (the “Maturity Date”).

The convertible promissory note accrues interest at 5.5 % per annum.

any time prior to the full payment of the convertible promissory note, provided that the A.G.P.

has given at least three business

days written notice to the Company, A.G.P., in its sole discretion, may elect to have all or any portion of the outstanding

principal amount and all interest accrued converted into shares of the Company’s common stock, at a fixed price of $ 10.00

(or following any reverse splits that may occur in a ratio greater than 10 to 1, the lower of such reverse split price and the

market price per share at the time of the conversion date, but in no event less than $ 1.00 ),

subject to adjustment as provided therein and to take into account any future share splits or reverse splits.

Company notes that the reverse split provision in the preceding sentence was tripped, effective January 25, 2025, following the 1-for-100 reverse stock split

that occurred on that date .

However, the conversion of the convertible promissory note may not occur prior to the

Company having sufficiently authorized shares of common stock to permit the entire conversion of the convertible promissory note.

addition, the conversion of the convertible promissory note may also not occur prior to receipt of stockholder approval to provide

for such conversion of the convertible promissory note, and subsequent issuance of the Company’s common stock, pursuant to the

stockholder approval rules under the rules and regulations of The Nasdaq Stock Market.

Further, following the A.G.P.’s ability

to convert the convertible promissory note, if at all, A.G.P.

will not be entitled to receive the Company’s common stock upon

conversion, if such conversion would result in A.G.P.

owning greater than 9.99 %

of the Company’s then currently outstanding common stock.

is also entitled to resale registration rights as identified

in the convertible promissory note.

Company may prepay the convertible promissory note in whole or in part.

In the event of certain Events of Default (as defined in the

convertible promissory note), all outstanding principal and accrued interest under the Convertible Note will become, or may become at

A.G.P.’s election, immediately due and payable to the A.G.P.

Company elected to account for the A.G.P.

Convertible Note at fair value under ASC 825.

The Company determined that the substantive

conversion option within the A.G.P.

Convertible Note falls under the guidance within ASC 825 that notes that if a significant

modification of debt occurs an entity is able to make an accounting election on that date to account for that debt under the fair

value option.

At the end of each reporting period, the Company calculates the fair value of the A.G.P.

Convertible Note, and any

changes in fair value are reported in the current period’s consolidated statements of operations and comprehensive income

The change in fair value attributable to instrument-specific credit risk, if any, will be recognize within other

comprehensive income each reporting period.

As an accounting policy, the Company elected to present interest expense separately from

other changes in the A.G.P.

Convertible Note’s fair value.

Interest expense will be presented within Interest expense, net,

while the other changes in the fair value with be presented within other income (expense), net in the consolidated statements of

operations and comprehensive income (loss).

Company determined the fair value of the A.G.P.

Convertible Note to be $ 3.4 million as of November 25, 2024 through the use of a binomial

lattice model.

See Note 3 for additional information regarding the fair value measurement of the A.G.P Convertible Promissory Note.

Company accounted for the issuance on the A.G.P.

Convertible Promissory Note as a debt extinguishment, as it was issued to evidence the

A.G.P.’s currently owed deferred commission payable discussed in Note 9.

A gain on debt extinguishment of $ 2.4 million was recorded

as of November 25, 2024, consisting of (i) the derecognition of the $ 5.7 million deferred commission payable and (ii) recognition of

the $ 3.4 million fair value of the A.G.P.

Convertible Note.

For the year ended December 31, 2024, the Company recorded a $ 0.5 million

gain in the change in fair value of the A.G.P.

Convertible Note and interest expense of approximately $ 32 thousand.

The $ 2.4 million

gain on extinguishment and $ 0.5 million gain on the change in fair value are presented within other income (expense), net, while the

$ 32 thousand of interest expense is presented within Interest expense, net, in the consolidated statement of operations and comprehensive

income (loss).

Loans Payable

May 1, 2022, the Company entered into Loan Agreements (the “Loans”) with two lenders, totaling $ 0.2 million.

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);

(ii) $ 33 thousand (£ 30 thousand) and (iii) $ 28 thousand (£ 25

thousand), totaling $ 0.2 million.

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, 2024, the Company utilized all three tranches of the

first loan and two out of three tranches of the second loan, with loans payable totaling $ 0.2 million at December 31, 2023 and

December 31, 2024 respectively.

October 9, 2024, the Company and the Loans holders amended the loan agreements (the “Loans Amendment”) to extend the maturity

date for the Loans to December 19, 2024 .

The Loans Amendment also modified the payment terms for the Loans from a cash payment of

£ 85,000 per loan to (1) a cash payment of £ 60,000 , (2) £ 25,000 worth of shares of Common Stock converted

into USD at the prevailing exchange rate, to be issued at the closing market price on the date prior to issuance, and in consideration

for the extension, and (3) 2,500 additional shares of Common stock.

On October 11, 2024, the Company issued each of the Loan

holders 5,690 shares ( 11,380 in total).

The Loans remain outstanding as of December 31, 2024.

extension was accounted for as a debt extinguishment.

On October 9, 2024, the Company recorded a loss on debt extinguishment of approximately

$ 42 thousand calculated as the difference between (i) the $ 0.2 million carrying value of the Loans immediately prior to the Loans Amendment

(ii) the $ 0.1 million fair value of the Loans immediately after the Loans Amendment and (iii) the $ 0.1 million fair value of the shares

issued to the holder as consideration for extending the maturity date.

The difference between the $ 0.2 million carrying value immediately

prior to the Loans Amendment and the $ 0.1 million fair value immediately after the Loans Amendment was recorded as a debt discount and

amortized over the term date of the Loans using the effective interest method.

the year ended December 31, 2024, the Company incurred interest expense on the Loans of approximately $ 40

thousand related to the amortization of the debt

discount recorded as a result of the Loans Amendment.

interest expense was recorded for the year ended

December 31, 2023.

The Loans remained outstanding as of December 31, 2024, therefore the Company was considered to be in default.

Company repaid the lenders the outstanding principal balance of $ 0.1

million in February 2025.

See Note 20 for additional

2024 Nirland Note

October 28, 2024, the Company issued a promissory note (the “October 2024 Nirland Note”) to Nirland, a related party, in

the original principal amount of $ 0.6

million in exchange for funds in such amount.

See Note 16 for further reference to the relationship between the Company and Nirland.

The Nirland Note bears interest at a rate of 12 %

per annum, is due and payable semi-annually in arrears, and matures on October 31, 2025.

If an event of default under and as defined

in the Nirland Note occurs, the interest rate will be increased to 18 %

per annum or to the maximum rate permitted by law.

In connection with the Nirland Note, the Company has agreed to pay Nirland a 1 %

arrangement fee, which will be included with the principal and interest owed under the Nirland Note.

arrangement fee is accounted for as a debt discount and will be amortized to interest expense, net in the consolidated statement of

operations and comprehensive income (loss) using the effective interest method over the life of the October 2024 Nirland

the year ended December 31, 2024, the Company recorded approximately $ 14,000 of interest expense.

The interest expense of $ 14,000 is comprised of (i) accrued interest of $ 13,000 based on the coupon rate of the debt and (ii) amortization of the debt discount of $ 1 thousand,

with both components recorded within interest expense, net in the consolidated statement of operations and comprehensive income

Accrued interest of $ 13,000 was recorded as a liability on the Company’s consolidated balance sheet within accrued expenses and other current liabilities.

The $ 1,000 amortization of the debt discount decreased the debt discount contra-liability included within the Loans payable, current portion on

the consolidated balance sheets.

October 29, 2024, the Company entered into a Bridge Loan Agreement (the “Bridge Agreement”), with A.G.P., pursuant to which

made an advance (the “Advance”) to the Company in an amount not to exceed $ 0.6 million (the “Commitment”).

As partial consideration for the Advance, the Company entered into a Common Stock Purchase Warrant Agreement (the “Warrant Agreement”)

and issued AGP warrants to purchase up to 28,625 shares of the Company’s common stock, $ 0.0001 par value per share, which is equal

to 50 % of the sum of the Commitment divided by the closing price of the Company’s Common Stock on October 29, 2024, at an exercise

price of $ 10.48 per share.

Refer to Note 18 for additional information on the warrants issued to A.G.P.

connection with the Advance, the Company issued a promissory note (the “A.G.P.

Bridge Note”) to A.G.P.

in the original principal

amount of $ 0.6 million.

The Bridge Note bears interest at a rate of 4.21 % per annum and is due and payable on December 31, 2024.

noted above, the Company issued to A.G.P.

warrants to purchase up to 28,625

shares of the Company’s common stock.

The Company determined that the Bridge Note and Warrant Agreement issuance were part of

a basket transaction and allocated the net proceeds using the residual value method.

The warrants issued under the Warrant Agreement

were initially recorded at their fair value of $ 0.2

The warrants were 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.

Refer to Note 18 for additional information and discussion of liability classification.

The $ 0.2 million

recorded for the warrants was considered to be a discount on the A.G.P.

Bridge Note making the balance of the note to be $ 0.6 million

note payable, less a total debt discount of $ 0.2 million.

The debt discount will be amortized to interest expense using the effective interest method over the life of the note.

the year ended December 31, 2024, the Company recorded and paid approximately $ 1 thousand of interest expense related to the A.G.P.

Additionally,

the entire debt discount of $ 0.2 million was amortized and recorded as interest expense during the year.

The interest expense of $ 1 thousand

and amortization of the debt discount of $ 0.2 million were recorded within Interest expense, net in the consolidated statement of operations

and comprehensive income (loss).

As of December 31, 2024, the A.G.P.

Bridge note was fully repaid.

Deferred Commission Payable

2 unchanged sentences

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.

(i) received a cash fee of $ 6.5 million, 13,000 shares of Common Stock, and warrants to purchase 540 shares of

Common Stock at an exercise price of $ 1,100 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.

The $ 5.7 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 $ 0.4 million and $ 0.1 million as of December 31, 2024, and December 31, 2023, respectively.

November 25, 2024, the Company issued the A.G.P.

Convertible Note in the principal amount of $ 5.7 million to evidence the currently owed

deferred commission payable, at which time the deferred commission payable balance was removed.

Refer to the Note 7 for additional information.

Research and Development Expense

2024 License Agreement

On August 7, 2024, the Company and AstraZeneca AB (PUBL) (“AstraZeneca”) entered into a License Agreement, dated August 7,

2024 (the “August 2024 License Agreement”).

Pursuant to the August 2024 License Agreement, AstraZeneca agreed to grant a

license to the Company under certain intellectual property rights controlled by AstraZeneca related to HK-4 Glucokinase activators AZD1656

and AZD5658 in all indications and myeloperoxidase inhibitor AZD5904 for the treatment, prevention, and prophylaxis of idiopathic male

The Company will be responsible for the development and commercialization of the Licensed Products under the August

2024 License Agreement.

consideration for the grant of the license, the Company (i) granted AstraZeneca Common Stock pursuant to a stock issuance agreement

(the “Issuance Agreement”), (ii) paid AstraZeneca an up-front payment of $ 1.5 million,

and (iii) is obligated to pay AstraZeneca a percentage (on a tiered basis) of any amounts it may receive in connection with a grant

of a sublicense (subject to various customary exceptions).

The Issuance Agreement called for the Company to issue AstraZeneca 95,044

shares of the Company’s Common Stock.

The Issuance Agreement provides AstraZeneca with resale registration rights for such

As of December 31, 2024, the Company recorded $ 1.6 million

and $ 1.5 million

in research and development expenses related to the share issuance and upfront payment to AstraZeneca, respectively.

has been granted a right of first negotiation to develop, manufacture, and commercialize a Licensed Product if the Company receives an

offer for, or solicits, a transaction where a third party would obtain the right to develop, manufacture, or commercialize a Licensed

If AstraZeneca exercises such right, the parties will negotiate in good faith for an agreed period of time on an exclusive basis.

party may terminate the August 2024 License Agreement for material breach (subject to a cure period) or insolvency of the other party.

The Company may terminate the August 2024 License Agreement for convenience (in its entirety or on a Licensed Product-by-Licensed Product

In addition, AstraZeneca may terminate the August 2024 License Agreement in certain circumstances, including (but not limited

to) the Company ceasing development of all Licensed Products (subject to certain exceptions for normal pauses or gaps between clinical

a result of the above, the Company will no longer fund the development of AZD1656 or AZD5904 under the terms of the Exclusive Funding

Agreement, dated March 26, 2021 with St George Street Capital (the “Funding Agreement”).

In this regard, the Company previously

entered into a deed of amendment amending such Funding Agreement.

The parties agreed that the project funding provisions of such Funding

Agreement whereby the Company had the right to fund a project or refer other parties to St George Street Capital, were amended to provide

that St George Street Capital must still include the Company in any project funding opportunities and requests but may now seek other

third-parties to fund projects in addition to the Company.

In November and December 2024, the Company received a letter from St George Street Capital and formal complaints

filed with the Intellectual Property Office claiming the Company was not the sole owner of the AZD 1656 co-crystal patent.

for additional details on the claim.

Service Agreement

December 12, 2024, the Company entered into a Services Agreement (the “Sarborg Service Agreement”) with SARBORG Limited

(“Sarborg”), a Cayman Islands company and related party of the Company.

See Note 16 for further reference to the

relationship between the Company and Sarborg.

Under the terms of the Sarborg Service Agreement, Sarborg will provide algorithmic and

cybernetic technology services to Conduit, including the development of decision-support tools and advanced cybernetic systems

tailored to enhance Conduit’s decision-making processes and maximize the value of its pharmaceutical asset

will perform the services to Conduit comprised of three phases:

the Initial Phase (0-24 weeks) focuses on establishing a foundation for

collaboration and aligning Sarborg’s services with Conduit’s strategic goals;

the Development Phase (24-36 weeks) involves

building technological infrastructure, including dashboards and predictive models;

and the Ongoing Services Phase (36-52 weeks) ensures

the sustained functionality and relevance of Sarborg’s deliverables while supporting Conduit’s growth through iterative improvements

Sarborg will create specific deliverables, including reports, computer programs, software applications, APIs, mobile applications,

source code, written technical specifications and designs, operating and maintenance manuals, and other recorded data and information

arising from or relating to the services.

Sarborg will provide all necessary resources to perform the services and deliver the deliverables

in accordance with the Sarborg Service Agreement.

Sarborg Service Agreement has an initial term of 12 months, which commenced on the effective date, and may be renewed or extended

upon mutual written agreement of the parties.

Either party may terminate the Sarborg Service Agreement for any reason upon 90

days’ written notice or immediately upon written notice if the other party breaches any material term of the Sarborg Service

Agreement and fails to cure such breach within thirty days or becomes insolvent, files for bankruptcy, or is placed under the

control of a receiver, trustee, or similar authority.

Sarborg Service Agreement includes provisions for the ownership and use of intellectual property.

Sarborg will own its pre-existing

intellectual property rights, including proprietary tools and methodologies used in the performance of the services.

own all deliverables resulting from the services performed by Sarborg under the Sarborg Service Agreement.

The Sarborg Service Agreement provides Sarborg with registration rights

for any Common Stock of Conduit that Sarborg receives as consideration under the Sarborg Service Agreement.

In such event, Conduit will

use commercially reasonable efforts to (i) file a registration statement covering the resale of the Common Stock within 60 days after

the issuance;

and (ii) ensure that such registration statement becomes effective within 90 days after filing.

This Agreement also includes

confidentiality obligations, representations and warranties, indemnification, limitation of liability, and insurance requirements.

consideration of the services, Conduit agreed to pay Sarborg an initial cash payment of $ 0.2

million and $ 0.2

million payable through the issuance of 22,727

shares of common stock, determined by the closing price on the day preceding the execution of the Sarborg Service Agreement.

Further milestone payments payable in conjunction with the achievement of certain milestones over the term of the Sarborg Service

Agreement, totaling up to $ 1.8

million, are payable in cash or shares, at the discretion of Conduit.

Sarborg will be reimbursed for pre-approved, necessary, and

reasonable out-of-pocket expenses directly incurred in connection with the performance of the services.

determined that the cost incurred under the Sarborg Service Agreement should be recorded to research and development expense in the

statement of operations and comprehensive income (loss), as the Sarborg Service Agreement is designed to provide the

Company with software/dashboard to aid in research and development activities.

The initial cash payment of $ 0.2

million and issuance of 22,727

shares of Common Stock were recorded to prepaid expense and will be amortized over the initial term of the Sarborg Service Agreement to research and

development expense.

As of December 31, 2024, the 22,727

shares of common stock were yet to be issued and are recorded within accrued expense and other current liabilities in the

consolidated balance sheets.

As of December 31, 2024, the Company has recognized $ 0.2

million of amortization within research and development expense in the consolidated statement of operations and comprehensive income

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”).

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

The 2023 Plan initially provided for

the issuance of up to 114,976 shares

of Common Stock.

Pursuant to the 2023 Plan’s “evergreen” provision, on February 6, 2025, the Company increased the

number of shares of Common Stock available for issuance under the 2023 Plan by 69,240

Total shares available for issuance is 154,125 effective January

The number of authorized shares will automatically increase on January 1, 2026 and

continuing annually on each anniversary thereof through (and including) January 1, 2033, equal to the lesser of (i) 5 %

of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of

shares of common stock as determined by the Board or the applicable committee of the Board.

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 (“RSUs”), performance stock units, dividend equivalents, other stock-based, or other cash-based awards.

December 31, 2024, there were 84,885 shares

of Common Stock available for issuance under the 2023 Plan.

During the year ended December 31, 2024, the Company issued a total of

56,700 stock options to employees and non-employee directors with an aggregate grant date fair value of $ 0.4 million.

the year ended December 31, 2024 and December 31, 2023, there was a total of $ 1.6 million and $ 0.2 million, respectively in stock-based

compensation expense recognized within General and Administrative expenses on the consolidated statements of operations and Comprehensive

Loss, respectively.

June 24, 2024, in connection with a services agreement with an unrelated third party to provide marketing services, the Company

issued 961 shares of its Common Stock (the “Service Shares”).

The Company valued the Service Shares at $ 156 per

share, the closing price of the Company’s Common Stock on June 21, 2024, adjusted for the Reverse Stock Split.

compensation for these shares is $ 0.2 million

which will be recognized within general and administrative expense over the service period of the agreement.

November 18, 2024, certain non-employee directors elected to receive a portion of their unpaid cash retainers due under the Director

Compensation Program in the form of shares.

In total, $ 0.1 million

of unpaid retainers was settled through the issuance 10,027 shares

of Common Stock (the “Retainer Shares”).

The Company valued the Retainer Shares at $ 9.0 per

share, the closing price of the Company’s Common Stock on November 18, 2024, adjusted for the Reverse Stock Split.

previously accrued in the unpaid retainers in Accrued expenses and other current liabilities in the Company’s consolidated

balance sheets.

Upon issuance of the shares of Common Stock, the accrual was reduced based on the value of the shares

November 18, 2024, the Board of Directors approved a one-time equity retainer in the form of 750 fully

vested shares of Common Stock (the “Board Shares”) to a member of the Board of Directors for prior services.

valued the Board Shares at $ 9.20 per

share, the closing price of the Company’s Common Stock on November 18, 2024, adjusted for the Reverse Stock Split.

compensation for these shares is $ 75 thousand

which was immediately recognized within General and administrative expense in the consolidated statement of operations and

comprehensive income (loss).

The shares of common stock were issued under the 2023 Plan.

18, 2024, Mr.

Heilbron elected to have the $ 0.1 million owed to him under the Consulting Agreement paid in share of the Company’s

Common Stock.

In total 8,161 shares are to be issued to Mr.

Heilbron based on the closing price of the Company’s Common Stock on

November 18, 2024, $ 9.20 per share, adjusted for the Reverse Stock Split.

As of December 31, 2024, the shares had not been issued to Mr.

The value of the shares are recorded as an accrued expense and other current liability on the consolidated balance sheets as

of December 31, 2024.

connection with the Merger, as discussed in Notes 1 and 2, and by Unanimous Written Consent of the Board of Directors, the then

Chief Financial Officer of the Company was granted 745 RSUs

on December 1, 2023 at a weighted average grant date fair value of $ 551 per unit.

The RSUs were to vest in equal annual instalments on the first three anniversaries of the closing of the Merger.

Upon the then Chief

Financial Officer’s resignation, effective May 15, 2024, all such RSUs were forfeited.

On June 7, 2024, by Unanimous Written

Consent of the Board of Directors, the Interim Chief Financial Officer of the Company and a Board member were each

granted 372 shares

of immediately vested restricted stock at a weighted average grant date fair value of $ 284 .

The shares of restricted stock were fully vested as of the grant date.

No additional

RSU’s or shares of restricted common stock were granted during the year ended December 31, 2024.

There were 745 shares

of restricted common stock vested as of December 31, 2024 and no RSUs

vested as of December 31, 2023.

following table summarizes restricted stock activity for the 2023 Plan:

of Restricted Stock Activity

Weighted Average Grant Date Fair Value Per Unit

Outstanding at December 31, 2023

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.

Outstanding at December 31, 2024

Company estimates the fair value of each option award on the date of grant using the Black-Scholes option-pricing model.

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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.

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 below.

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

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.

Treasury Yield curve for periods equal to

the expected term of the options in effect at the time of grant.

– 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

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of Stock Option Granted

the year ended December 31,

volatility (%)

interest rate (%)

dividend yield (%)

For the year ended December 31,

Expected volatility (%)

83.2 - 85.4 %

79.0 % - 80.0 %

Expected term (years)

Risk-free interest rate (%)

4.28 % - 4.40 %

4.16 % - 4.35 %

Expected dividend yield (%)

Company accounts for forfeitures as they occur, which may result in the reversal of compensation costs in subsequent periods as the forfeitures

4 unchanged sentences

Weighted Average Remaining Contractual Term (years)

Aggregate Intrinsic Value (in thousands)

Intrinsic Value (in thousands)

Outstanding at December 31, 2023

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with a weighted average remaining vesting period of 2.07 years.

provision (benefit) for income taxes the year ended December 31,

Loss from operations before income

taxes for the years ended December 31, 2024 and 2023 is summarized below (in thousands):

Schedule of Income before Income Tax, Domestic and Foreign

For the year ended December 31,

Loss from operations before income taxes:

Loss from operations before income taxes

provision (benefit) for income taxes for the years ended December 31, 2024 and December 31, 2023 is as follows (in thousands):

Schedule of Provision for Income Tax

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Deferred income tax

( 1,449,283 )

Change in Valuation Allowance

1 unchanged sentence

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:

federal income tax rate of 21 % to income (loss) before taxes, as

follows (in thousands):

of Federal Income Tax Rate

The Years Ended

at federal statutory rate

$ ( 417,879 )

$ ( 112,575 )

Rate Differential

& Entertainment

Debt Adjustment

( 1,048,277 )

Accounting Adjustment

In Valuation Allowance

provision (benefit) for income taxes

For The Year Ended

Taxes at federal statutory rate

Foreign Rate Differential

Meals & Entertainment

Convertible Debt Adjustment

State Re-Rate

Change In Valuation Allowance

Total provision (benefit) for income taxes

For The Year Ended

Taxes at federal statutory rate

Foreign Rate Differential

Meals & Entertainment

Convertible Debt Adjustment

Purchase Accounting Adjustment

Change In Valuation Allowance

Total 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

(in thousands):

of Deferred Tax Assets and Liabilities

The Years Ended

operating loss

deferred tax asset

Tax Liabilities

For The Year Ended

Deferred Tax Assets

( 1,198,302 )

( 1,449,283 )

deferred tax assets (liability)

of December 31, 2023, the Company had net operating loss (“NOL”) carryforwards for U.S.

Stock options

Transaction Costs

Research & Development

Net operating loss

Total deferred tax asset

Valuation allowance

Net deferred tax assets (liability)

For The Year Ended

Deferred Tax Assets

Stock options

Transaction Costs

Net operating loss

Total deferred tax asset

Valuation allowance

Net deferred tax assets (liability)

of December 31, 2024 and December 31, 2023, the Company had net operating loss (“NOL”) carryforwards for U.S.

federal” purposes of approximately $ 8.5

which carryforward indefinitely and can offset 80 %

million and $ 1.9

million, respectively, 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

As of December 31, 2024 and December 31, 2023, the Company had state NOL carryforwards of nil and $ 1.9

million, respectively.

As of December 31, 2024 and December 31, 2023, the Company had net

operating loss (“NOL”) carryforwards for foreign purposes of approximately $ 4.7

million and $ 1.0

million, respectively, 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 .

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, 2024 and December 31, 2023, the

valuation allowance for deferred tax assets totaled approximately $ 4.5

million and $ 1.4

million, respectively.

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

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 December 31, 2024, and December 31, 2023, the Company has authorized the issuance of up to 250,000,000 shares

of common stock, respectively, at a par value $ 0.0001 per

of December 31, 2024, and December 31, 2023 there were 1,384,801 and 738,295 shares of Common Stock issued and outstanding, respectively.

No cash dividends have been declared or paid as of December 31, 2024.

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

3 unchanged sentences

The holders have no preemptive or other subscription rights.

of December 31, 2024, the Company has authorized the issuance of up to 1,000,000 shares of Conduit Pharmaceuticals, Inc.

preferred stock

(the “Preferred Stock”).

As of December 31, 2024, and December 31, 2023, no preferred shares were issued and outstanding.

At-the-Market

October 23, 2024, the Company entered into the Sales Agreement with A.G.P.

relating to shares of the Company’s Common Stock.

accordance with the terms of the Sales Agreement, the Company may offer and sell shares of our Common Stock having an aggregate offering

price of up to $ 3.6

million from time to time through A.G.P.,

acting as our sales agent or principal.

compensation to A.G.P.

for sales of common stock sold pursuant to the Sales Agreement will be equal to 3.0 % of the gross proceeds of

any shares of common stock sold under the sales agreement.

the year ended December 31, 2024, the Company sold 323,273

shares of Common Stock under the Sales Agreement

and generated $ 3.3

million in net proceeds after paying fees

and other issuance costs of $ 0.2

See Note 20 for information on the issuances

and increases to the aggregate offering price subsequent to December 31, 2024.

Earnings/(Net Loss) Per Share

2 unchanged sentences

the years ended

income (loss) - basic

Net income (loss) - basic

Change in fair value and income impact of option liabilities

income (loss) - diluted

average common stock outstanding, basic

Net income (loss) - diluted

Weighted 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.

Weighted average shares used in computing net loss per share - diluted

Net income (loss) per share, basic

Net income (loss) per share, diluted

Company notes that the adjustment to the numerator in 2023 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

dilutive securities (upon conversion) that were not included in the diluted per share calculations because they would have been anti-dilutive

1 unchanged sentence

of Potentially Dilutive Securities

classified warrants

notes payable

promissory notes payable

December 31, 2024

December 31, 2023

Public warrants

PIPE Warrants

Convertible Promissory Notes Payable

Stock Options

Restricted stock Units

August 2024 Nirland Note

Convertible Note

March 2024 Warrants

April 2024 Warrants

2024 Warrants

Antidilutive Securities

Commitments and Contingencies

5 unchanged sentences

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.

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 the claim from Strand and disputed 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

million and, as a result of the completion of the Business Combination, to be issued 65

thousand shares of common stock.

As of December 31, 2024, the potential contingency is considered probable and reasonably estimable

and as such, the Company accrued an estimated liability of $ 0.4 million

in the accompanying financial statements.

The trial in this matter remains scheduled for October 20, 2025.

We intend to vigorously

defend against these claims.

Regardless of its outcome, the litigation may impact our business due to, among other things, legal

costs and the diversion of the attention of our management.

In November and

December 2024, the Company received a letter from St George Street Capital and formal complaints filed with the Intellectual

Property Office claiming the Company was assigned the US Application, and was not the sole owner, of the AZD 1656 co-crystal patent.

In January 2025, Conduit issued a counter statement to the Intellectual Property Office disputing the claim filed by St George

Street Capital.

As of December 31, 2024, the damages sought by St George Street Capital are unknown and the potential contingency is

not considered probable.

As such, the Company has not accrued a loss contingency 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.

Regardless of its outcome, the litigation may impact our

business due to, among other things, legal costs 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.

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 2, 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

The Chief Executive Officer and principal

owner of Corvus is a member of Conduit’s board of directors.

Occasionally, Corvus provides advisory services to the Company

and is paid a fee for the services.

As of December 31, 2024, and December 31, 2023, no advisory fees were due to Corvus.

the years ended December 31, 2024 and 2023, the Company incurred director travel expenses payable to the board of directors member

of approximately $ 0.4 million

and $ 1.0 million,

respectively.

As of December 31, 2024, and 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.

Amounts owed to this director are included in accrued expenses and other current liabilities in the

balance sheet.

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.

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

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, the Company issued convertible notes payable with an aggregate principal amount of $ 0.4

million (£ 0.3

million) to the CEO of Corvus.

million) to this related party.

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 %

interest, only to be paid in the event of a material breach by the Company.

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.

1 unchanged sentence

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.

discount as specified.

Refer to Note 2 above for additional information.

At the time of the execution of the PIPE Subscription Agreement, Corvus

and its affiliates entered into a participation and inducement agreement with Nirland whereby Corvus agreed to provide certain payments

and economic benefits to Nirland.

In certain circumstances, Nirland may have a right to cause Corvus to transfer 300,484 shares held to Nirland.

loans made to a related party were stated at a total principal amount of $ 0.8 million, with no balance outstanding at December 31, 2024

and December 31, 2023, 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.

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.

August 6, 2024, the Company entered into the August 2024 Nirland Note with Nirland, a related party of the Company.

determined that Nirland was a related party due to Nirland’s ownership interest in the Company concurrently with the execution

of the August 2024 Nirland Note.

Additionally, on October 28, 2024, the Company issued the October 2024 Nirland Note to Nirland, and

on October 31, 2024, the Company and Nirland amended the August 2024 Nirland Note, and on November 22, 2024, the Company and Nirland

amended the August 2024 Nirland Note for a second time.

Refer to Note 7, Note 8 and Note 20 above for additional

December 12, 2024, the Company entered into the Sarborg Service Agreement with Sarborg.

Andrew Regan, a member of

Conduit’s board of directors, also sits on the board of directors of Sarborg but does not have an equity interest in Sarborg.

During the year ended December 31, 2024, the Company recorded $ 0.1

million as research and development expense related to the Sarborg Service Agreement.

Refer to Note 10 above for additional

On April 22, 2024,

the Company issued in a private placement common stock purchase warrants (the “April Warrants”) to third parties which also

included certain directors, to purchase up to an aggregate of 9,077

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 and for such directors, $ 12.50

The April Warrants are not exercisable until one year after their date of issuance.

Each April Warrant is exercisable

into one share of the Company’s common stock at a price per share of $ 312

(as adjusted from time to time in accordance with the terms thereof) for a two-year period after the date of exercisability.

Other Income (expense), net

1 unchanged sentence

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

For the years ended

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

Recognition of Cizzle deferred revenue upon option exercise

Recognition of Vela deferred revenue upon option exercise

Change in fair value of Cizzle option

Change in fair value of Vela option

Change in fair value of warrant liability

Change in fair value of convertible note payment

Gain on debt extinguishment

Interest Income

Income Tax Refund

Unrealized foreign currency transaction gain

Total other income:

Other expense:

other (expense) income, net

Loss on issuance of Vela option

Change in fair value of convertible notes payable

Interest expense

Amortization of debt issuance costs

Loss on issuance of warrants

Loss on Debt Extinguishment

Realized foreign currency transaction loss

Other expense

Total other expense

Total other (expense) income, net

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 MURF’s initial public offering (the “Private Placement Warrants”).

In connection with the Merger, the Company also issued warrants to the PIPE Investors (the “PIPE Warrants”) pursuant to the

Subscription Agreements and to an advisor (the “A.G.P.

Warrants,” and together with the PIPE Warrants, the “Liability

Classified Warrants”) pursuant to the Company’s engagement agreement with the advisor.

Company determined that the settlement amount of the Publicly Traded Warrants and the Private Placement 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.

March 20, 2024, the Company issued in a private placement equity classified common stock purchase warrants (the “March 2024

Warrants”) to an investor to purchase up to an aggregate 2,600

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 “March Lock-Up Agreement”).

The Company recognized at $ 0.5

million loss on the issuance of the warrants during the year ended December 31, 2024.

The Company determined that the March 2024 Warrants

should be classified within equity and estimated the fair value of the warrants issued as of March 20, 2024, using a Black-Scholes

option-pricing model utilizing the following assumptions:

of Black-Scholes Option Pricing Model

March 20, 2024

Closing stock price

Contractual exercise price

Risk-free rate

Estimated volatility

Time period to expiration

April 20, 2024, the Company issued in a private placement equity classified common stock purchase warrants (the “April 2024 Warrants”)

to shareholders’ of the Company to purchase up to an aggregate 14,477 shares of the Company’s Common Stock, in exchange for

(1) $ 12.50 per warrant and (2) entering into a lock-up with respect to the shares of common stock held by such holders (the “April

Lock-Up Agreement”).

9,077 of the total April 2024 Warrants issued were issued to directors, related parties and management of

The Company received cash of $ 0.2 million and recognized a $ 2.2 million loss on the issuance of the warrants during the year ended December 31, 2024.

The Company determined that the April 2024 Warrants should be classified within equity and estimated the

fair value of the warrants issued as of April 20, 2024, using a Black-Scholes option-pricing model utilizing the following assumptions:

April 20, 2024

Closing stock price

Contractual exercise price

Risk-free rate

Estimated volatility

Time period to expiration

partial consideration for the Advance issued to the Company by A.G.P.

on October 29, 2024, the Company issued A.G.P.

Warrants (the “A.G.P.

2024 Warrants”) to purchase up to 28,625 shares of the Company’s Common Stock at an exercise price of $ 0.1048 per

The Company determined that the A.G.P.

2024 Warrants should be classified as a liability and estimated the fair value of the warrants

as of October 29, 2024, and December 31, 2024, using a Black-Scholes option-pricing model.

Refer to Note 3 above for additional information.

Classified Warrants

to MURF’s initial public offering, the Company sold 13,225,000

units at a price of $ 10.00

Each unit consisted of one share of

MURF Class A common stock and one redeemable Publicly Traded Warrant.

to MURF’s initial public offering, the Company sold 132,250 units at a price of $ 10.00 per unit.

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.

one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment.

The warrants are publicly traded on The Nasdaq

Capital Market under the trading symbol CDTTW.

Simultaneously

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 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.

with the closing of its initial public offering, MURF consummated the private sale to the Sponsor of 7,540 private placement units at

a price of $ 10.00 per private placement unit.

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.

The private 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

3 unchanged sentences

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

Company will not be obligated to deliver any shares of Common Stock pursuant to the exercise of an 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

13 unchanged sentences

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 only if, the reported last sale price of the Common Stock equals or exceeds $ 1,800.00 per share (as adjusted for stock splits, stock

dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the

Publicly Traded Warrants become exercisable 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

36 unchanged sentences

on the Consolidated Balance Sheets.

The March 2024 Warrants are not exercisable until one year after their date of issuance.

2024 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 March 2024 Warrants.

Notwithstanding the foregoing, the March 2024 Warrants shall vest, and not be subject to forfeiture,

with respect to 25% of such March 2024 Warrants commencing on the 90th day after the date of the March 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 March Lock-Up Agreement on such date.

April 2024 Warrants are not exercisable until one year after their date of issuance.

Each April 2024 Warrant is exercisable into one

share of the Company’s Common Stock at a price per share of $ 312 (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 April 2024 Warrants.

Notwithstanding

the foregoing, the April 2024 Warrants shall vest, and not be subject to forfeiture, with respect to 25% of such March 2024 Warrants

commencing on the 90th day after the date of the April 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 April Lock-Up Agreement

on such date.

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.

discussed in Note 2, 20,000 PIPE Warrants were issued to the PIPE Investors as of the closing of the Merger pursuant to subscription

The warrants provide the PIPE Investors the right to purchase up to 20,000 shares of Common Stock at an exercise price of

Additionally, on the Closing Date of the Merger, the Company issued 540 A.G.P.

Warrants to an advisor for services provided directly

related to the Merger.

The warrants provide the advisor the right to purchase up to 540 shares of Common Stock at an exercise price of

$ 1,100 per share.

warrants issued to the PIPE Investors and the advisor 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.

21 unchanged sentences

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.

exercise of the A.G.P.

2024 Warrants and the issuance of the shares of Common Stock underlying the Warrants is subject to stockholder

approval under applicable rules and regulations of Nasdaq.

The warrants are exercisable for a period of five years, beginning on the

stockholder approval date.

The A.G.P 2024 Warrants are exercisable for cash, or on a cashless basis if at the time of exercise there

is no effective registration statement registering the resale of the warrant shares.

2024 Warrants are not redeemable by the

On October 29, 2024, the Company recorded a warrant liability of $ 0.2 million.

As part of the special meeting of stockholders

taking place on January 9, 2025, the stockholders approved the issuance of up to an aggregate of 28,625 shares of the Company’s

common stock upon exercise of the A.G.P.

2024 Warrants.

PIPE Warrants, A.G.P.

Warrants, and the A.G.P 2024 Warrants (collectively the “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 and are remeasured at fair

value at subsequent financial reporting period end dates and upon exercise (see Note 7 for additional information regarding fair value).

December 11, 2024, the Company reduced the exercise price of the PIPE Warrants to be $ 8.83 , at which time all PIPE Warrants were exercised.

The Company received approximately $ 0.2 million of proceeds from the exercise of the Warrants, all of which was used to pay down the

October 2024 Nirland Note.

the years ended December 31, 2024, and 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 $ 0.2

million and $ 0.1

million, respective.

The gains were recorded

to other income (expense), net, on the consolidated statements of operations and comprehensive income (loss).

As of December 31, 2024

and December 31, 2024, the balance sheets contained warrant liabilities of $ 0.1

million and $ 0.01

million, respectively.

Company has one operating segment focused on the research and development of clinical assets.

The accounting policies of the single operating

segment are identical to those described in Note 1.

The CODM, which the Company has identified as David Tapolczay, Chief Executive

Officer, manages the Company’s operations on a consolidated basis, assesses performance for the operating segment and decides how

to allocate resources based on consolidated net loss, which is reported on the consolidated statements of operations and comprehensive

income (loss).

Depreciation expense, amortization expense, stock-based compensation expense, and non-cash lease expense are significant

noncash items included in consolidated net loss reviewed by the CODM and are reported on the consolidated statements of cash flows.

measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

Expenditures for additions to

long-lived assets, which include purchases of property and equipment, are included in total consolidated assets reviewed by the chief

operating decision maker and are reported on the consolidated statements of cash flows.

CODM uses consolidated net loss and budget-to-actual variances to assess the performance of the operating segment and determine if the

Company is progressing towards its goals.

following table presents certain financial data for the Company’s reportable segment (in thousands):

of Financial Data for the Company’s Reportable Segment

Research & development expense – new licenses

Research & development expense – clinical asset development

General and administrative expenses – legal & professional fees

General and administrative expenses – accounting & audit fees

General and administrative expenses – salaries, payroll and stock-based compensation

General and administrative expenses – other

Loss from segment operations

segment items consist of the items within Note 17 to the consolidated financial statements.

Subsequent Events

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.

January 24, 2025, the Company effected the Reverse Stock Split, pursuant to which every 100 shares of the Company’s common stock

issued or outstanding were automatically reclassified into one new share of common stock, subject to the treatment of fractional shares

as previously described, without any action on the part of the holders.

For a description of the Reverse Stock Split, refer to Note 1

Nirland Notes

On February 7, 2025,

the Company fully repaid its outstanding October 2024 Nirland Note to Nirland Limited in the principal amount of $ 600,000 .

This payment settled all obligations under the October 2024 Nirland Note.

respect to the August 2024 Nirland Note, the Lender converted approximately $ 1.7 million

of the original principal amount of $ 2,650,000 under

into shares of common stock of the Company.

Of the $ 1.7 million of original principal that was converted into shares of common stock

of the Company, $ 0.1 million was converted on December 12, 2024, while the remaining $ 1.6 million was converted between January 13,

2025 and February 10, 2025.

On February 13, 2025, the Company paid the remaining outstanding portion of the August 2024

Nirland Note, approximately $ 0.9

million, and, accordingly, satisfied all of its obligations in all respects to Nirland.

As a result of satisfying its obligations under the

August 2024 Nirland Note, all of the Company’s assets are once again free and clear of any liens, security interests or

encumbrances.

March 2023 Convertible Note

On March 13, 2025,

the Company fully repaid its outstanding March 2023 Convertible Note.

The Company notes that the note holder agreed on March 6, 2025

to reduce the principal from $ 0.8

million to $ 0.7

This payment settled all obligations under the March 2023 Convertible Note.

The March 2023 Convertible Note Repayment was considered

to be in default until payment on March 13, 2025.

Market Correspondence and Subsequent Nasdaq Capital Market Listing

February 11, 2025, the Company presented its plan of compliance to The Nasdaq Stock Market LLC Hearing Panel (the “Panel”)

and requested an extension of time to achieve compliance with Nasdaq Listing Rules, the Minimum Bid Price (“Bid Price”),

Market Value of Publicly Held Shares (“MVPHS”) and Market Value of Listed Securities (“MVLS”) rules, respectively.

March 5, 2025, the Company received a written notification from the Panel confirming it has granted the Company such an extension for

the Company to regain compliance with the MVPHS and MVLS rules, provided that the Company, (i) on or before March 12, 2025, files an

application to transfer to the Nasdaq Capital Market, which application was submitted on March 7, 2025, and (ii) on or before March 31,

2025, demonstrates compliance with all Nasdaq listing rules, which it intends to do.

Additionally, the Company was also notified in the

Notice that as of February 26, 2025, it had regained compliance with the Bid Price rule.

The Company notes that there is no assurance

that the Company can maintain ongoing compliance with the Bid Price Rule.

The Company expects to submit its compliance document with

respect to the MVPHS and MVLS rules which will be subject to review by the Panel.

The Panel, may, in its discretion, request additional

information before determining that the Company has complied with the terms of the exception.

There can be no assurances that the Panel’s

decision will agree with the Company’s compliance document.

Issuances in Relation to the Sales Agreement

increased the aggregate offering price under the Sales Agreement to up to $ 4,835,433 ,

$ 8,183,156 ,

$ 13,450,017 ,

$ 17,816,270 ,

and $ 23,922,782 on January 15, 2025, February 6, 2025, February 10, 2025, February 19, 2025, and March 10, respectively.

January 22, 2025 through the issuance of the Company’s consolidated financial statements, the Company sold 4,345,913

shares of the Company’s Common Stock through the Sales Agreement.

The Company received proceeds of $ 8.1

million, net of commissions payable to A.G.P.

As of the financial statement filing date, the Company has $ 12.0 million

available under the Sales Agreement.

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