Conduit Pharmaceuticals and Murphy Canyon Acquisition Corp. Announce Completion of Business Combination
22 September 2023 - 11:01PM
Conduit Pharmaceuticals Limited (“Conduit Pharmaceuticals”), a
multi-asset clinical-stage disease-agnostic life science company
providing an efficient model for compound development, and Murphy
Canyon Acquisition Corp., a special purpose acquisition company
(Nasdaq: MURF) (“MURF”), announced today the completion of the
previously announced business combination (the “Transaction”).
- Conduit expects to commence trading
on September 25, 2023, under ticker symbol “CDT” for its common
stock on The Nasdaq Global Market and ticker symbol “CDTTW” for its
warrants on The Nasdaq Capital Market.
- At the debut of trading, there will
be a pro forma enterprise value of approximately $720 million.
Existing Conduit Pharmaceuticals shareholders will own
approximately 90% of the combined company’s common stock issued and
outstanding as of the closing.
- Immediately prior to completion of
the Transaction, MURF closed the previously announced investment by
a single institutional investor, which purchased $20.0 million of
MURF’s units at a price of $10.00 per unit in a private placement.
Each unit consisted of one share of common stock and one warrant to
purchase one share of common stock (the “Offering”). The warrants
have an exercise price of $11.50, are exercisable after 30 days
after the completion of the business combination and expire five
years after the completion of the Transaction. Together, the
Transaction and the Offering, provide Conduit with approximately
$20 million, after giving effect to Murphy Canyon stockholder
redemptions and before payment of Transaction and Offering
expenses.
- The Transaction was completed on
September 22, 2023
In connection with the completion of the
Transaction, MURF changed its name to Conduit Pharmaceuticals Inc.
The shares of common stock of the combined company (“Conduit”) are
expected to begin trading on September 25, 2023, under the new
ticker symbol “CDT” on The Nasdaq Global Market and the warrants
under the new ticker symbol “CDTTW” on The Nasdaq Capital
Market.
Management
Conduit Pharmaceuticals is led by a team of
pharmaceutical industry veterans. Dr. Dave Tapolczay, former CEO of
LifeArc and Worldwide Head of Chemistry at Zeneca Agrochemicals, is
the Chief Executive Officer and a member of the Board of Directors.
Dr. Freda Lewis-Hall, former Chief Medical Officer of Pfizer,
serves as Non-Executive Chair of the Board of Directors.
Dr. Tapolczay commented, “By acquiring rights to
develop assets that have successfully completed Phase 1 trials from
large pharmaceutical companies, we believe that we may dramatically
reduce risks inherent in the traditional biotech model.”
Dr. Lewis-Hall added, “Conduit’s model positions
it as a trailblazer in the industry: providing a platform to move
deprioritized assets forward by way of a lean and focused pathway.
I am excited about Conduit’s potential to bring new treatments to
patients that need them.”
Jack Heilbron, the former Chairman and CEO of
MURF, noted, “We continue to be impressed with Conduit’s management
team, and its plans as a public company. We expect that their novel
approach to development of deprioritized assets will bring many new
growth opportunities.”
Advisors
A.G.P./Alliance Global Partners acted as the
exclusive financial advisor to Conduit Pharmaceuticals in
connection with the Transaction and as the sole placement agent to
MURF in connection with the Offering. Sichenzia Ross Ference LLP
acted as legal counsel to MURF. Thompson Hine LLP and Ogier
(Cayman) LLP acted as legal counsel to Conduit Pharmaceuticals.
About Conduit
Conduit is a disease agnostic life science
company providing an efficient model for compound development.
Conduit is a departure from the traditional pharma/biotech business
model whereby, typically companies shepherd their assets through
regulatory approval, Conduit acquires assets that are Phase
II-ready and then seeks an exit through third-party license deals
following successful clinical trials. Conduit is led by a highly
experienced team of pharmaceutical executives, including Dr. David
Tapolczay and Dr. Freda Lewis-Hall, and was established to fund the
development of clinical molecules licensed from major
pharmaceutical companies.
About MURF
Prior to the business combination, MURF was a
blank check company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses.
Management was led by Jack Heilbron, Chief Executive Officer and
Chairman of the Board of Directors. MURF was sponsored by Murphy
Canyon Acquisition Sponsor, LLC, a wholly owned subsidiary of
Presidio Property Trust, Inc. (Nasdaq: SQFT).
Forward-Looking Statements
This press release contains certain
forward-looking statements within the meaning of the federal
securities laws. All statements other than statements of historical
facts contained in this press release, including statements
regarding Conduit’s future results of operations and financial
position, 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 the words “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
inability to obtain or maintain the listing of Conduit’s securities
on Nasdaq following the business combination; the risk that the
business combination disrupts current plans and operations of
Conduit as a result of the announcement and consummation of the
business combination; the ability to recognize the anticipated
benefits of the business combination, 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 business combination; changes in applicable laws or
regulations; the possibility that Conduit may be adversely affected
by other economic, business, and/or competitive factors; and other
risks and uncertainties to be identified in the proxy
statement/prospectus relating to the business combination,
including those under “Risk Factors” therein, and in other filings
with the SEC made by MURF. Moreover, Conduit operates in a very
competitive and rapidly changing environment. 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 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.
Readers are cautioned not to put undue reliance on forward-looking
statements, and except as required by law. Conduit assumes 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. Conduit gives no assurance that it
will achieve its expectations.
Contacts Sean Leous ICR
Westwicke sean.leous@westwicke.com
Adam Sragovicz Conduit Pharmaceuticals Inc.
as@conduitpharma.com
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