Legal Proceedings.
−Removed: During the quarter ended September 30, 2024, the potential contingency
−Removed: related to the previously disclosed legal proceeding, became probable and reasonably estimable and as such, the Company accrued an estimated
−Removed: liability of $0.4 million in the accompanying financial statements.
−Removed: There were no other material developments to the legal proceeding
−Removed: previously disclosed, and other than such proceeding, we are not currently party to or aware of being subject to any other material legal
−Removed: However, we may from time to time become a party to various legal proceedings arising in the ordinary course of our business,
−Removed: which could have a material adverse effect on our business, financial condition, or results of operations.
−Removed: Regardless of outcome, litigation
−Removed: could impact our business due to defense and settlement costs, diversion of management resources and other factors.
+Added: than as set forth below, we are not currently party to or aware of being subject to any material legal proceedings.
+Added: However, we may from
+Added: time to time become a party to various legal proceedings arising in the ordinary course of our business, which could have a material
+Added: adverse effect on our business, financial condition, or results of operations.
+Added: Regardless of outcome, litigation could impact our business
+Added: due to defense and settlement costs, diversion of management resources and other factors.
+Added: August 2023, prior to the Business Combination, our now wholly-owned subsidiary, Conduit Pharmaceuticals Limited, received a letter from
+Added: Strand Hanson Limited (“Strand”) claiming it was owed advisory fees pursuant to a previously executed letter.
+Added: Conduit rejected
+Added: the claim from Strand and disputed the substance of the letter in full.
+Added: Following such rejection, on September 7, 2023, Strand filed
+Added: 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
+Added: of the completion of the Business Combination, to be issued 65,000 shares of common stock.
+Added: As of March 31, 2025, the potential contingency
+Added: is considered probable and reasonably estimable and as such, the Company accrued an estimated liability of $0.4 million in the accompanying
+Added: financial statements.
+Added: The trial in this matter remains scheduled for October 20, 2025.
+Added: We intend to vigorously defend against these claims.
+Added: Regardless of its outcome, the litigation may impact our business due to, among other things, legal costs and the diversion of the attention
+Added: of our management.
+Added: November and December 2024, the Company received a letter from St George Street Capital and formal complaints filed with the Intellectual
+Added: Property Office claiming the Company was assigned the US Application, and was not the sole owner, of the AZD 1656 co-crystal patent.
+Added: In January 2025, Conduit issued a counter statement to the Intellectual Property Office disputing the claim filed by St George Street
+Added: As of March 31, 2025, the damages sought by St George Street Capital are unknown and the potential contingency is not considered
+Added: As such, the Company has not accrued a loss contingency in the accompanying financial statements.
+Added: We intend to vigorously defend
+Added: against these claims.
+Added: Regardless of its outcome, the litigation may impact our business due to, among other things, legal costs and the
+Added: diversion of the attention of our management.
Risk Factors.
−Removed: a smaller reporting company, we are not required to provide disclosure regarding material changes to our previously disclosed risk factors.
+Added: As a smaller reporting company, we are not required to provide information
+Added: required by this item.
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.