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): July
21, 2023
Murphy
Canyon Acquisition Corp.
(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
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions:
☒ |
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 |
|
|
|
|
|
Units,
each consisting of one share of Class A Common Stock and one Redeemable Warrant |
|
MURFU |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Class
A Common Stock, par value $0.0001 per share |
|
MURF |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
MURFW |
|
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
7.01 Regulation FD Disclosure.
As
previously disclosed, on November 8, 2022, Murphy Canyon Acquisition Corp., a blank check, special purpose acquisition company incorporated
as a Delaware corporation (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”) and wholly owned subsidiary of the Company, pursuant to which Merger Sub will merge
with and into Conduit, with Conduit surviving as a wholly owned subsidiary of the Company (the “Business Combination”). The
Company, Conduit and Merger Sub amended the BCA on each of January 27, 2023 and May 11, 2023.
On
July 21, 2023, the Company made available an investor presentation in connection with the proposed Business Combination. A copy
of the investor presentation is furnished as Exhibit 99.1 to this 8-K.
The
information in this Item 7.01 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 is provided in the registration statement on Form S-4
(Registration No. 333-271903) that the Company has filed with the SEC that includes 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 in the Company’s filings with the SEC, including 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
99.1 |
|
Presentation |
104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURE
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:
July 21, 2023 |
MURPHY
CANYON ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Jack K. Heilbron |
|
Name: |
Jack
K. Heilbron |
|
Title: |
Chief
Executive Officer |
Exhibit 99.1
Murphy Canyon Acquisition (NASDAQ:MURFU)
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