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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 6, 2024

 

Conduit Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41245   87-3272543

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

4995 Murphy Canyon Road, Suite 300

San Diego, California

   92123
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (760) 471-8536

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   CDT   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50   CDTTW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.08 Shareholder Director Nominations.

 

The Board of Directors (the “Board”) of Conduit Pharmaceuticals Inc. (the “Company”) previously established October 2, 2024 as the date for its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Board has determined it is in the best interests of the Company’s stockholders to postpone the previously scheduled Annual Meeting.

 

The Board of the Company has now established December 18, 2024, as the date for the Annual Meeting. The Board also established October 25, 2024, as the record date for the Annual Meeting. Due to the fact that the Company did not hold an annual meeting of stockholders in 2023, the Company is providing the due date for submission of any qualified stockholder proposal or director nominations.

 

In accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company’s bylaws (the “Bylaws”), the deadline for receipt of stockholder proposals or nominations for inclusion in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8 will be no later than September 16, 2024. Stockholder proposals must comply with all of the applicable requirements set forth in the rules and regulations of the Securities and Exchange Commission, including Rule 14a-8 under the Exchange Act and the Bylaws.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 6, 2024 CONDUIT PHARMACEUTICALS INC.
     
  By: /s/ Dr. David Tapolczay
  Name: Dr. David Tapolczay
  Title: Chief Executive Officer

 

 

 

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Cover
Sep. 06, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 06, 2024
Entity File Number 001-41245
Entity Registrant Name Conduit Pharmaceuticals Inc.
Entity Central Index Key 0001896212
Entity Tax Identification Number 87-3272543
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4995 Murphy Canyon Road
Entity Address, Address Line Two Suite 300
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92123
City Area Code (760)
Local Phone Number 471-8536
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock, $0.0001 par value per share  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol CDT
Security Exchange Name NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50  
Title of 12(b) Security Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol CDTTW
Security Exchange Name NASDAQ
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