Item 3. Legal Proceedings
Item
3. Legal Proceedings
Other
than as set forth below, we are not currently party to or aware of being subject to any material legal proceedings. However, we may from
time to time become a party to various legal proceedings arising in the ordinary course of our business, which could have a material
adverse effect on our business, financial condition, or results of operations. Regardless of outcome, litigation could impact our business
due to defense and settlement costs, diversion of management resources and other factors.
In
August 2023, prior to the 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. 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. 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.
On December 18, 2024, Conduit UK Management Limited
(“Conduit”) received a notification from the UK Intellectual Property Office (“UK IPO”) notifying the company
that St George Street Capital had initiated patent entitlement proceedings with respect to patent application PCT/IB2022/00775 (“Patent
Application”). Conduit refutes the claims made by St George Street Capital and filed a counterstatement on February 26, 2025 with
the UK IPO. In addition, each of the three inventors named in the Patent Application filed simultaneous counterstatements fully supporting
Conduit’s position, and assertions that the claims are without merit. Further updates will be made following notification by the
UK IPO.
Item
4. Mine Safety Disclosures
Not
applicable.
57
PART
II
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