Item
1.01 Entry into a Material Definitive Agreement
As
previously reported by Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), on Current Reports on Form
8-K filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2022 and November 14, 2022, the Company
entered into an Agreement and Plan of Merger, dated as of November 8, 2022 (the “Original Merger Agreement”), with Conduit
Merger Sub, Inc., a newly-formed Cayman Islands exempted company and wholly-owned subsidiary of the Company (the “Merger Sub”),
and Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (“Conduit”), pursuant to which, among other matters,
subject to the terms and conditions therein, the Company intends to consummate its initial business combination with Conduit (the “Conduit
Business Combination”). As further reported on the Current Report on Form 8-K filed with the SEC on January 30, 2023, the Company
entered into an Amendment to Agreement and Plan of Merger, dated as of January 27, 2023 (the “First Merger Amendment”), with
Merger Sub and Conduit.
On
May 11, 2023, the Company, Conduit, and Merger Sub entered into a Second Amendment to the Merger Agreement (the “Second Merger
Amendment” and, together with the Original Merger Agreement and the First Merger Amendment, the “Merger Agreement”)
to provide for (i) removal of the provision that indicates that no tax opinion would be delivered
in connection with the closing of the Conduit Business Combination, (ii) a closing obligation that that the Company either (a) be exempt
from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended, other than through its net tangible assets
or (b) have at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Conduit Business Combination,
and (iii) the extension of the outside date for the closing of the Conduit Business Combination from May 31, 2023, to February 7, 2024.
The
foregoing description of the Second Merger Amendment is qualified in its entirety by reference to the Second Merger Amendment, a copy
of which is filed as Exhibit 2.1 to this Form 8-K, and the terms of which are incorporated herein by reference.
Important
Information about the Proposed Conduit Business Combination and Where to Find It
This
Form 8-K relates to a proposed business combination transaction among the parties referred to above and herein as the Conduit Business
Combination. A full description of the terms of the Conduit Business Combination will be provided in a Registration Statement on Form
S-4 (the “Registration Statement”) 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 merger 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 Conduit Business Combination. 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 Conduit Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus
to be included in the Registration Statement will be mailed to stockholders of the Company as of a record date to be established for
voting on the Conduit Business Combination. Once available, the Company’s stockholders and other interested persons will also be
able to obtain a copy of the Registration Statement, 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 merger. 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 Conduit 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 Registration
Statement 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 Conduit Business Combination and is not intended
to form the basis of any investment decision or any other decision in respect of the Conduit Business Combination. Before making any
voting or investment decision, investors and security holders are urged to read the Registration Statement and accompanying proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed merger as they become available
because they will contain important information about the proposed merger.
No
Offer or Solicitation
This
Form 8-K is not a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Conduit Business
Combination. This Form 8-K is not 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, contain certain forward-looking statements within the meaning
of the federal securities laws with respect to the Conduit 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 Merger Agreement; 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 Conduit 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 Merger Agreement; the inability to maintain the listing of the Company’s securities on Nasdaq
prior to the Transactions; 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 Registration Statement 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.
