Item
7.01 Regulation FD Disclosure.
Business
Combination Agreement
On
November 8, 2022, Murphy Canyon Acquisition Corp., a blank check, special purpose acquisition company incorporated as a Delaware corporation
(the “Company”), issued a press release (the “Press Release”) announcing that on November 8, 2022, the Company
entered into a definitive Business Combination Agreement (the “BCA”) with Conduit Pharmaceuticals Limited, a Cayman Islands
exempted company (“Conduit”), and Conduit Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”).
Merger Sub is a wholly owned subsidiary of the Company. Conduit is a pharmaceutical company led by highly experienced pharma executives,
established to fund the development of successful deprioritized clinical assets licensed from large pharmaceutical companies through
its exclusive relationships.
Upon
the consummation of the transactions contemplated by the BCA, Merger Sub will merge with and into Conduit, with Conduit surviving as
a wholly owned subsidiary of the Company (the “Business Combination”). The Company is expected to be renamed Conduit Pharmaceuticals
Inc. at the closing of the Business Combination.
Pursuant
to the BCA, at the closing, the Company shall issue and deliver to the shareholders of Conduit an aggregate number of shares of the Company’s
common stock with an aggregate value equal to $650,000,000, with each share valued at $10.00 per share. A
private placement transaction shall be conducted by the Company contemporaneously with the Business Combination (the “PIPE Financing”),
pursuant to which the Company has entered into subscription agreements providing for aggregate investments in the Company’s securities
of $27,000,000.
There
can be no assurance that the Business Combination or PIPE Financing will occur as planned or at all. The Company intends to
file a Current Report on Form 8-K with a detailed description of the BCA and PIPE Financing, together with copies of the BCA and
PIPE Financing transaction documents within four business days of entry into the BCA with the Securities and Exchange Commission
(the “SEC”).
A
copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”). Also on November
8, 2022, the Company made available an investor presentation in connection with the proposed Business Combination. A copy of the investor
presentation is furnished as Exhibit 99.2 to this 8-K.
The
information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto will not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Important
Information About the Proposed Business Combination and Where to Find It
This
Form 8-K relates to a proposed business combination transaction among the parties set forth above referred to above and herein as the
Business Combination. A full description of the terms of the Business Combination will be provided in a registration statement on Form
S-4 that the Company intends to file with the SEC that will include a prospectus of the Company with respect to the securities to be
issued in connection with the proposed Business Combination and a proxy statement of the Company with respect to the solicitation of
proxies for the special meeting of stockholders of the Company to vote on the Business Combination (the “Form S-4”).
Each of the Company and Conduit urges its investors, stockholders and other interested persons to read, when available, the preliminary
proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about
the Company, Conduit and the Business Combination. After the Form S-4 is declared effective, the definitive proxy statement/prospectus
to be included in the Form S-4 will be mailed to stockholders of the Company as of a record date to be established for voting
on the Business Combination. Once available, Company stockholders and other interested persons will also be able to obtain a copy
of the Form S-4, including the proxy statement/prospectus included therein, and other documents filed with
the SEC, without charge, on the SEC’s website at www.sec.gov or by directing a request to Murphy Canyon Acquisition Corp., 4995
Murphy Canyon Road, Suite 300, San Diego, California, 92123.
Participants
in Solicitation
The
Company, Conduit and their respective directors and executive officers may be deemed participants in the solicitation of proxies of the
Company’s stockholders in respect of the proposed Business Combination. The Company’s stockholders and other interested
persons may obtain more detailed information about the names and interests of these directors and officers of the Company (and as applicable,
Conduit) in the Business Combination as set forth in the Company’s final prospectus relating to its initial public offering, dated
February 2, 2022, which was filed with the SEC on February 4, 2022, and in filings with the SEC, including when filed, the Form S-4 and
the accompanying proxy statement/prospectus. These documents can be obtained free of charge from the sources specified above and at the
SEC’s web site at www.sec.gov.
This
communication does not contain all the information that should be considered concerning the Business Combination and is not intended
to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or
investment decision, investors and security holders are urged to read the Form S-4 and accompanying proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become
available because they will contain important information about the proposed Business Combination.
No
Offer or Solicitation
This Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This Form 8-K will also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption
therefrom.
Forward-Looking
Statements
This
Form 8-K, exhibits hereto and information incorporated by reference herein, contains certain forward-looking statements within the meaning
of the federal securities laws with respect to the Business Combination. All statements other than statements of historical facts contained
in this Form 8-K, including statements regarding the Company’s or Conduit’s future results of operations and financial position,
the amount of cash expected to be available to Conduit after the closing and giving effect to any redemptions by the Company’s
stockholders, Conduit’s business strategy, prospective product candidates, product approvals, research and development costs, timing
and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated product
candidates, and expected use of proceeds, are forward-looking statements. These forward-looking statements generally are identified by
words such as “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions,
including, but not limited to, the following risks relating to the proposed transaction: the occurrence of any event, change or other
circumstances that could give rise to the termination of the BCA; the risk that the transaction may not be completed in a timely manner
or at all, which may adversely affect the price of the Company’s securities; the inability to complete the Business Combination
and transactions contemplated thereby (the “Transactions”), including due to failure to obtain approval of the stockholders
of the Company or other conditions to closing in the BCA; the inability to obtain or maintain the listing of the Company’s securities
on Nasdaq following the Transactions; the risk that the Transactions disrupt current plans and operations of Conduit as a result
of the announcement and consummation of the Transactions; the ability to recognize the anticipated benefits of the Transactions, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire
and retain key employees; the risks that Conduit’s product candidates in development fail clinical trials or are not approved by
the U.S. Food and Drug Administration or other applicable authorities; costs related to the Transactions; changes in applicable laws
or regulations; the possibility that the Company or Conduit may be adversely affected by other economic, business, and/or competitive
factors; potential redemptions of the Company’s public stockholders; and other risks and uncertainties to be identified in the
Form S-4 and accompanying proxy statement/prospectus (when available) relating to the Transactions, including those under the
section titled “Risk Factors” therein, and in other filings with the SEC made by the Company. Moreover, the Company
and Conduit operate in very competitive and rapidly changing environments. Because forward-looking statements are inherently subject
to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company’s and Conduit’s
control, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only
as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and except as required
by law. The Company and Conduit assume no obligation and do not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. Neither the Company nor Conduit gives any assurance that either the Company
or Conduit or the combined company will achieve its expectations.
