UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Conduit
Pharmaceuticals Inc.
(Name
of Issuer)
Common
Stock, Par Value $0.0001 per share
(Title
of Class of Securities)
20678X106
(CUSIP
Number)
Andrew
Regan
Corvus
Capital Ltd.
Floor
2, Willow House, Cricket Square
P.O.
Box 709
Grand
Cayman KY1-1107, Cayman Islands
Telephone:
44 7766 766766
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March
26, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 20678X106 | SCHEDULE 13D/A | PAGE 2 OF 9 PAGES |
(1) |
NAME
OF REPORTING PERSON |
|
|
|
Corvus
Capital Ltd. |
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE
OF FUNDS
OO |
(5) |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
(6) |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
(7) |
SOLE
VOTING POWER
0 |
(8) |
SHARED
VOTING POWER
30,048,454 |
(9) |
SOLE
DISPOSITIVE POWER
0 |
(10) |
SHARED
DISPOSITIVE POWER
30,048,454 |
(11) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
30,048,454 |
(12) |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.30% |
(14) |
TYPE
OF REPORTING PERSON
CO |
CUSIP NO. 20678X106 | SCHEDULE 13D/A | PAGE 3 OF 9 PAGES |
(1) |
NAME
OF REPORTING PERSON |
|
|
|
Andrew
Regan |
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE
OF FUNDS
OO |
(5) |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
(6) |
CITIZENSHIP
OR PLACE OF ORGANIZATION
British |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
(7) |
SOLE
VOTING POWER
66,650 |
(8) |
SHARED
VOTING POWER
30,226,081 |
(9) |
SOLE
DISPOSITIVE POWER
66,650 |
(10) |
SHARED
DISPOSITIVE POWER
30,226,081 |
(11) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
30,292,731 |
(12) |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.56% |
(14) |
TYPE
OF REPORTING PERSON
IN |
CUSIP NO. 20678X106 | SCHEDULE 13D/A | PAGE 4 OF 9 PAGES |
(1) |
NAME
OF REPORTING PERSON |
|
|
|
Algo
Holdings, Inc. |
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE
OF FUNDS
WC |
(5) |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
(6) |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
(7) |
SOLE
VOTING POWER
0 |
(8) |
SHARED
VOTING POWER
177,627 |
(9) |
SOLE
DISPOSITIVE POWER
0 |
(10) |
SHARED
DISPOSITIVE POWER
177,627 |
(11) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
177,627 |
(12) |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.19% |
(14) |
TYPE
OF REPORTING PERSON
CO |
CUSIP NO. 20678X106 | SCHEDULE 13D/A | PAGE 5 OF 9 PAGES |
This
Amendment No. 1 to Schedule 13D (this “Amendment”) relating to the shares of common stock, par value $0.001 per share (“Common
Stock”), of Conduit Pharmaceuticals Inc., a Delaware corporation formerly known as Murphy Canyon Acquisition Corp. (the “Issuer”),
amends and supplements the Schedule 13D (the “Original Schedule 13D”) originally filed by the Reporting Persons with the
Securities and Exchange Commission (the “Commission”) on September 29, 2023 (together, the “Schedule 13D”).
Except
as specifically amended below, all other provisions of the Original Schedule 13D remain in effect. Capitalized terms used herein but
not defined herein have the respective meanings ascribed to them in the Original Schedule 13D.
Item
1. |
Security
and Issuer. |
The
information contained in “Item 1. Security and Issuer.” of the Original Schedule 13D is not being amended by this Amendment.
Item
2. |
Identity
and Background. |
The
information contained in “Item 2. Identity and Background.” of the Original Schedule 13D is not being amended by this Amendment.
Item
3. |
Source
or Amount of Funds or Other Consideration. |
The
information contained in “Item 3. Source or Amount of Funds or Other Consideration.” of the Original Schedule 13D is not
being amended by this Amendment.
Item
4. |
Purpose
of Transaction. |
“Item
4. Purpose of Transaction.” of the Schedule 13D is being amended and restated by this Amendment as follows:
The
Reporting Persons acquired the Common Stock in connection with the Merger contemplated by the Merger Agreement for investment purposes.
The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.
In
September 2023, in connection with the Merger, Corvus and Algo entered into a participation and inducement agreement (the “Inducement
Agreement”) with a third party investor in the Issuer, whereby Corvus and Algo agreed to provide certain payments to such investor
in the event Corvus and Algo sold or pledged in a debt transaction any of the shares it was receiving in the Merger. In certain circumstances,
such investor may have a right to cause Corvus to transfer certain of its shares to such investor.
On
March 26, 2024, Algo pledged (such pledge, the “Algo Pledge”) 14,378,695 shares of Common Stock directly owned by it, which
constituted all of the shares of Common Stock held in its margin account at RBC Capital Markets, LLC (“RBC”), to RBC as collateral
for a loan, pursuant to that certain Control and Restricted Loan Agreement, dated March 26, 2024, by and between Algo and RBC (the “Loan
Agreement”). The loan proceeds were used to pay a portion of certain amounts owed by Corvus and Algo to the third party investor
pursuant to the Inducement Agreement.
On
June 14, 2024, Corvus transferred 1,100,000 shares of Common Stock directly owned by it to Algo for no consideration, pursuant to that
certain Securities Transfer Request dated June 13, 2024 (the “Transfer Request” and such transfer, the “Corvus Transfer”).
On
June 24, 2024, Corvus entered into a Guaranty of Account with RBC (the “Guaranty of Account”) to guarantee Algo’s remaining
obligations under the Loan Agreement and in connection therewith pledged 30,048,454 shares of Common Stock directly owned by it, which
constituted all of the shares of Common Stock held in Corvus’s margin account at RBC, to RBC (such pledge, the “Corvus Pledge”).
CUSIP NO. 20678X106 | SCHEDULE 13D/A | PAGE 6 OF 9 PAGES |
From
July 3, 2024 to July 17, 2024, RBC sold a total of 15,301,068 shares of Common Stock from Algo’s account at RBC pursuant to the
terms and conditions of the Loan Agreement, as detailed on Schedule A attached hereto.
The
foregoing descriptions of the Loan Agreement, the Transfer Request and the Guaranty of Account do not purport to be complete and is qualified
in its entirety by reference to the full text of the Loan Agreement, the Transfer Request and the Guaranty of Account, which are filed
as Exhibits 8, 9 and 10, respectively, to this Amendment and incorporated herein by reference.
Dr.
Regan serves as a director on the Issuer’s board of directors. Accordingly, Dr. Regan may have influence over the corporate activities
of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of Schedule 13D. Except as
otherwise described herein, the Reporting Persons currently have no plan(s) or proposal(s) that relate to, or would result in, any of
the events or transactions described in Item 4(a) through (j) of Schedule 13D, although each Reporting Person reserves the right, at
any time and from time to time, to review or reconsider its position and/or change its purpose and/or formulate plans or proposals with
respect thereto. The Reporting Persons intend to review from time to time their investment in the Issuer and the Issuer’s business
affairs, financial position, performance and other investment considerations. The Reporting Persons may from time to time engage in discussions
with the Issuer, its directors and officers, other stockholders of the Issuer and other persons on matters that relate to the management,
operations, business, assets, capitalization, financial condition, strategic plans, governance and the future of the Issuer and/or its
subsidiaries. Based upon such review and discussions, as well as general economic, market and industry conditions and prospects and the
Reporting Persons’ liquidity requirements and investment considerations, and subject to the limitations in the agreements described
above, the Reporting Persons may consider additional courses of action, which may include, in the future, formulating plans or proposals
regarding the Issuer and/or its subsidiaries, including possible future plans or proposals concerning events or transactions of the kind
described in Item 4(a) through (j) of Schedule 13D.
Item
5. |
Interest
in Securities of the Issuer. |
“Item
5. Interest in Securities of the Issuer” of the Original Schedule 13D is hereby amended and restated as follows:
| (a)-(b) | The
percentage ownership of shares of Common Stock set forth in this Amendment is based upon
96,004,699 shares of Common Stock outstanding as of September 4, 2024, as reported in the
Issuer’s Registration Statement on Form S-1, filed with the Commission on September
4, 2024. |
Corvus
beneficially owns 30,048,454 shares of Common Stock, including 177,627 shares of Common Stock owned directly by Algo, its wholly-owned
subsidiary, which represents approximately 31.30% of the issued and outstanding shares of Common Stock as of August 12, 2024.
Dr.
Regan beneficially owns 30,226,081 shares of Common Stock, including 30,048,454 shares of Common Stock owned directly by Corvus and 177,627
shares of Common Stock owned directly by Algo, which represents approximately 31.56% of the issued and outstanding shares of Common Stock
as of August 12, 2024. Dr. Regan is the Chief Executive Officer and sole shareholder of Corvus and Algo is a wholly-owned subsidiary
of Corvus. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held of record by
each of Corvus and Algo. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
Algo
beneficially owns 177,627 shares of Common Stock, which represents approximately 0.19% of the issued and outstanding shares of Common
Stock as of August 12, 2024.
CUSIP NO. 20678X106 | SCHEDULE 13D/A | PAGE 7 OF 9 PAGES |
The
Reporting Persons have the power to vote or dispose of the shares of Common Stock, or direct the vote or disposition thereof, as follows:
Corvus
Sole power to vote or to direct the vote: | |
| 0 | |
Shared power to vote or to direct the vote: | |
| 30,048,454 | |
Sole power to dispose or to direct the disposition of: | |
| 0 | |
Shared power to dispose or to direct the disposition of: | |
| 30,048,454 | |
Dr.
Regan
Sole power to vote or to direct the vote: | |
| 66,650 | |
Shared power to vote or to direct the vote: | |
| 30,226,081 | |
Sole power to dispose or to direct the disposition of: | |
| 66,650 | |
Shared power to dispose or to direct the disposition of: | |
| 30,226,081 | |
Algo
Sole power to vote or to direct the vote: | |
| 0 | |
Shared power to vote or to direct the vote: | |
| 177,627 | |
Sole power to dispose or to direct the disposition of: | |
| 0 | |
Shared power to dispose or to direct the disposition of: | |
| 177,627 | |
To
the Reporting Persons’ knowledge, the other individuals named in Item 2 above do not beneficially own any shares of Common Stock.
| (c) | Except
as set forth in Item 4 of this Amendment, none of the Reporting Persons, or, to the knowledge
of the Reporting Persons, any of the individuals named in Item 2 above, have engaged in any
transaction with respect to the shares of Common Stock during the sixty (60) days prior to
the date of filing this Amendment. |
| (d) | Other
than as described in Item 4 above, no other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of, the
securities covered by this Schedule 13D. |
Item 6. |
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer. |
“Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.” of the Original Schedule
13D is being amended by this Amendment to add the following:
The
disclosure in Item 4 hereof with respect to the Loan Agreement, the Transfer Request and the Guaranty of Account are incorporated herein
by reference.
On
July 31, 2024, Corvus pledged 30,048,454 shares of Common Stock directly owned by it, which constitutes all of the shares of Common
Stock held in its margin account at RBC to Nirland Limited, pursuant to that certain Pledged Account Agreement, dated July 31,
2024, by and between Corvus and RBC (the “Corvus Pledge Agreement”). The foregoing description of the Corvus Pledge Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Corvus Pledge Agreement, which
is filed as Exhibit 11 to this Amendment and incorporated herein by reference.
Item 7. |
Material to Be Filed as Exhibits. |
“Item
7. Material to be filed as Exhibits.” of the Original Schedule 13D is being amended by this Amendment No. 7 to add the following
exhibits:
8. |
Control and Restricted Loan Agreement, dated March 26, 2024, by and between Algo Holdings, Inc. and RBC Capital Markets, LLC (filed herewith). |
|
|
9. |
Securities Transfer Request, dated June 13, 2024, by Corvus Capital Limited (filed herewith). |
|
|
10. |
Guaranty of Account, dated June 24, 2024, by and between Corvus Capital Limited and RBC Capital Markets, LLC (filed herewith). |
|
|
11. |
Pledged Account Agreement, dated July 22, 2024, by and between Corvus Capital Limited and RBC Capital Markets, LLC (filed herewith).
|
CUSIP NO. 20678X106 | SCHEDULE 13D/A | PAGE 8 OF 9 PAGES |
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of the undersigned, each person certifies that the information set forth in this
statement with respect to such person is true, complete and correct.
Date:
September 19, 2024 |
|
|
|
|
Corvus
Capital Ltd. |
|
|
|
By: |
/s/
Andrew Regan |
|
|
Andrew Regan |
|
|
Chief Executive Officer |
Date:
September 19, 2024 |
|
|
|
|
Algo
Holdings, Inc. |
|
|
|
By: |
/s/
Alexander Lambert |
|
|
Alexander Lambert |
|
|
Director |
Date:
September 19, 2024 |
|
|
|
|
Andrew
Regan |
|
|
|
|
/s/
Andrew Regan |
CUSIP NO. 20678X106 | SCHEDULE 13D/A | PAGE 9 OF 9 PAGES |
SCHEDULE
A
Transactions
in the Shares of the Issuer by the Reporting Persons During the Past Sixty (60) Days
The
following table sets forth all transactions in the shares of Common Stock effected during the past sixty (60) days by the Reporting Persons.
Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.
Where a price range is provided in the column Price Range ($), the price reported in that row’s Price Per Share ($) column is a
weighted average price. These shares of Common Stock were purchased or sold in multiple transactions at prices between the price ranges
indicated in the Price Range ($) column. The Reporting Persons will undertake to provide to the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Shares purchased or sold at each separate price.
Trade Date |
|
Shares Purchased (Sold) |
|
Price Per Share ($) |
|
Price Range ($) |
|
|
|
|
|
|
|
06/14/2024 |
|
1,100,000(1) |
|
0(1) |
|
- |
07/03/2024 |
|
(1,000) |
|
0.64 |
|
- |
07/08/2024 |
|
(35,923) |
|
0.510 |
|
- |
07/09/2024 |
|
(77,681) |
|
0.4358 |
|
0.426-0.452 |
07/10/2024 |
|
(150,000) |
|
0.3338 |
|
0.307-0.371 |
07/11/2024 |
|
(582,952) |
|
0.2972 |
|
0.290-0.307 |
07/11/2024 |
|
(300,000) |
|
0.29 |
|
0.279-0.307 |
07/12/2024 |
|
(1,389,820) |
|
0.2471 |
|
0.266-0.303 |
07/15/2024 |
|
(1,005,200) |
|
0.2471 |
|
0.223-0.276 |
07/16/2024 |
|
(10,244,392) |
|
0.3169 |
|
0.247-0.405 |
07/17/2024 |
|
(1,514,100) |
|
0.2583 |
|
0.255-0.265 |
(1)
On June 14, 2024, Corvus transferred 1,100,000 shares of Common Stock to Algo for no consideration, pursuant to that certain Securities
Transfer Request dated June 13, 2024.
Exhibit
8
Exhibit
9
Exhibit
10
Exhibit
11
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