As
filed with the Securities and Exchange Commission on December 1, 2023
Registration
No. 333-__________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CONDUIT
PHARMACEUTICALS INC.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
87-3272543 |
| (State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
4995
Murphy Canyon Road, Suite 300
San
Diego, CA |
|
92134 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Conduit
Pharmaceuticals Inc. 2023 Stock Incentive Plan
(Full
title of the plans)
David
Tapolczay
Chief
Executive Officer
Conduit
Pharmaceuticals Inc.
4995
Murphy Canyon Road, Suite 300
San
Diego, CA 92134
(Name
and address of agent for service)
(760)
471-8536
(Telephone
number, including area code, of agent for service)
Copies
to:
Todd
Mason, Esq.
Corby
Baumann, Esq.
Thompson
Hine LLP
300
Madison Ave, 27th Floor
New
York, NY 10017
(212)
344-5680
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
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 7(a)(2)(B) of the Securities Act ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
As
permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”), this Registration Statement omits the
information specified in Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by Conduit Pharmaceuticals Inc. (the “Registrant”) with the SEC are incorporated by reference into
this Registration Statement:
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(a) |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 28, 2023. |
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(b) |
The
Registrant’s Quarterly Reports on Form 10-Q, filed with the SEC on May 15, 2023, August 14, 2023, November 20, 2023, and November 21, 2023. |
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(c) |
The
Registrant’s Current Reports on Form 8-K (other than any portions thereof deemed furnished and not filed), filed with the SEC
on January 30, 2023, February 1, 2023, February 3, 2023, March 8, 2023, April 14, 2023, May 11, 2023, August 16, 2023, August 23, 2023, August 31, 2023, September 7, 2023, September 13, 2023, September 21, 2023, September 29, 2023, and October 5, 2023. |
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(d) |
The
description of the Registrant’s securities contained in the Registrant’s Registration Statement on Form 8-A, filed with
the SEC on September 22, 2023 (File No. 001-41245), as well as any additional amendments or reports filed for the purpose of updating
such description. |
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(e) |
All
other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of Securities Exchange
Act of 1934, as amended (the “Exchange Act”), (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form
8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be
a part of this Registration Statement from the date of the filing of such reports and documents. |
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that
also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
6. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.
“Section
145. Indemnification of officers, directors, employees and agents; insurance.
| (a) |
A
corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person’s conduct was unlawful. |
| (b) |
A
corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses
(including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper. |
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| (c) |
(1) |
To
the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by
such person in connection therewith. For indemnification with respect to any act or omission occurring after December 31, 2020, references
to “officer” for purposes of these paragraphs (c)(1) and (2) of this section shall mean only a person who at the time
of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation
pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents
to apply § 3114(b) of Title 10 to this sentence). |
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(2) |
The
corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses
(including attorneys’ fees) actually and reasonably incurred by such person to the extent he or she has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in
defense of any claim, issue or matter therein. |
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| (d) |
Any
indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at
the time of such determination, (1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) By a committee of such directors designated by majority vote of such directors, even though less
than a quorum, or (3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion,
or (4) By the stockholders. |
| (e) |
Expenses
(including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative
or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses
(including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by
persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. |
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| (f) |
The
indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not
be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official
capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses
arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or
repeal or elimination of the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject
of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses
is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment
after such action or omission has occurred. |
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| (g) |
A
corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation
would have the power to indemnify such person against such liability under this section. For purposes of this subsection, insurance
shall include any insurance provided directly or indirectly (including pursuant to any fronting or reinsurance arrangement) by or
through a captive insurance company organized and licensed in compliance with the laws of any jurisdiction, including any captive
insurance company licensed under Chapter 69 of Title 18, provided that the terms of any such captive insurance shall: |
(1)
Exclude from coverage thereunder, and provide that the insurer shall not make any payment for, loss in connection with any claim made
against any person arising out of, based upon or attributable to any (i) personal profit or other financial advantage to which such person
was not legally entitled or (ii) deliberate criminal or deliberate fraudulent act of such person, or a knowing violation of law by such
person, if (in the case of the foregoing paragraph (g)(1)(i) or (ii) of this section) established by a final, nonappealable adjudication
in the underlying proceeding in respect of such claim (which shall not include an action or proceeding initiated by the insurer or the
insured to determine coverage under the policy), unless and only to the extent such person is entitled to be indemnified therefor under
this section;
(2)
Require that any determination to make a payment under such insurance in respect of a claim against a current director or officer (as
defined in paragraph (c)(1) of this section) of the corporation shall be made by a independent claims administrator or in accordance
with the provisions of paragraphs (d)(1) through (4) of this section; and
(3)
Require that, prior to any payment under such insurance in connection with any dismissal or compromise of any action, suit or proceeding
brought by or in the right of a corporation as to which notice is required to be given to stockholders, such corporation shall include
in such notice that a payment is proposed to be made under such insurance in connection with such dismissal or compromise.
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For
purposes of paragraph (g)(1) of this section, the conduct of an insured person shall not be imputed to any other insured person.
A corporation that establishes or maintains a captive insurance company that provides insurance pursuant to this section shall not,
solely by virtue thereof, be subject to the provisions of Title 18. |
| (h) |
For
purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its separate existence had continued. |
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| (i) |
For
purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at
the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed
to the best interests of the corporation” as referred to in this section. |
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| (j) |
The
indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person. |
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| (k) |
The
Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court
of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).” |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted
to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in
the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director,
officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Section
8.2 of the Registrant’s second amended and restated certificate of incorporation provides:
“(a)
To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and
hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”)
by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation,
is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”),
whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other
capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without
limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred
by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay
the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in
advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance
of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay
all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section
8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and
such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit
of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings
to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized
by the Board.
(b)
The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any
other rights that any indemnitee may have or hereafter acquire under law, this Second Amended and Restated Certificate, the By-Laws,
an agreement, vote of stockholders or disinterested directors, or otherwise.
(c)
Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other
provision of this Second Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law,
be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification
rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection
existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless
of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior
to such repeal or amendment or adoption of such inconsistent provision.
(d)
This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify
and to advance expenses to persons other than indemnitees.”
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is theretofore unenforceable.
Item
7. Exemption From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Item
9. Undertakings.
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(a) |
The undersigned registrant hereby undertakes: |
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on December 1, 2023.
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CONDUIT
PHARMACEUTICALS INC. |
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|
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By: |
/s/
David Tapolczay |
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Name: |
David Tapolczay |
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Title: |
Chief Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Tapolczay and Adam Sragovicz,
and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the undersigned, thereunto duly authorized.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
David Tapolczay |
|
Chief
Executive Officer and Director |
|
December
1, 2023 |
| David
Tapolczay |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Adam Sragovicz |
|
Chief
Financial Officer |
|
December
1, 2023 |
| Adam
Sragovicz |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Freda Lewis-Hall |
|
Director
and Chairperson of the Board of Directors |
|
December
1, 2023 |
| Freda
Lewis-Hall |
|
|
|
|
| |
|
|
|
|
| /s/
James Bligh |
|
Director |
|
December
1, 2023 |
| James
Bligh |
|
|
|
|
| |
|
|
|
|
| /s/
Faith L. Charles |
|
Director |
|
December
1, 2023 |
| Faith
L. Charles |
|
|
|
|
| |
|
|
|
|
| /s/
Chele Chiavacci Farley |
|
Director |
|
December
1, 2023 |
| Chele
Chiavacci Farley |
|
|
|
|
| |
|
|
|
|
| /s/
Jennifer I. McNealey |
|
Director |
|
December
1, 2023 |
| Jennifer
I. McNealey |
|
|
|
|
| |
|
|
|
|
| /s/
Andrew Regan |
|
Director |
|
December
1, 2023 |
| Andrew
Regan |
|
|
|
|
Exhibit
5.1
December
1, 2023
Conduit
Pharmaceuticals Inc.
4995
Murphy Canyon Road, Suite 300
San
Diego, California 92123
Ladies
and Gentlemen:
Conduit
Pharmaceuticals Inc., a Delaware corporation (the “Company”), is filing with the U.S. Securities and Exchange Commission
(the “Commission”) a Registration Statement on Form S-8 (the “Registration Statement”) for
the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of a total of 11,497,622 shares
of common stock, $0.0001 par value, of the Company (the “Common Stock”), that are issuable at any time or from time
to time under the Conduit Pharmaceuticals Inc. 2023 Stock Incentive Plan (as amended to date, the “Incentive Plan”).
Item 601
of Regulation S-K and the instructions to Form S-8 require that an opinion of counsel concerning the legality of the securities
to be registered be filed as an exhibit to a Form S-8 registration statement if the securities are original issue shares. This opinion
is provided in satisfaction of that requirement as it relates to the Registration Statement.
In
rendering this opinion, we have examined the Incentive Plan, the Registration Statement, the certificate of incorporation, and bylaws
of the Company (each as amended and/or amended and restated as of the date hereof) and such other records, instruments and documents
as we have deemed advisable in order to render this opinion. In such examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents, certificates and instruments submitted to us as originals,
the conformity to original documents of all documents, certificates and instruments submitted to us as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents. Our opinion set forth below is based on the text of the Incentive
Plan as referenced in the Exhibits Index to the Registration Statement and is limited to the General Corporation Laws of the State of
Delaware as currently in effect, and we express no opinion as to the effect on the matters covered by this letter of the laws of any
other jurisdiction.
As
a result of the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion
that, under the laws of the State of Delaware, when issued pursuant to the Incentive Plan, the Common Stock that is the subject of the
Registration Statement will be validly issued, fully paid and non-assessable.
In
rendering this opinion, we have assumed that the resolutions authorizing the Company to issue the Common Stock pursuant to the Incentive
Plan will be in full force and effect at all times at which the Common Stock is issued by the Company, and that the Company will take
no action inconsistent with such resolutions. We have further assumed that each award under the Incentive Plan will be approved by the
Board of Directors of the Company or an authorized committee of the Board of Directors.
This
opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance
of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed
herein.
We
hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission.
| |
Very
truly yours, |
| |
|
| |
/s/
Thompson Hine LLP |
| |
|
| |
Thompson
Hine LLP |
Exhibit
23.1
Independent
Registered Public Accounting Firm’s Consent
We
consent to the incorporation by reference in this Registration Statement of Conduit Pharmaceuticals Inc. (formerly known as Murphy Canyon
Acquisition Corp.) on Form S-8 of our report dated March 28, 2023, which includes an explanatory paragraph as to Murphy Canyon Acquisition
Corp.’s ability to continue as a going concern, with respect to our audits of the financial statements of Murphy Canyon Acquisition
Corp. as of December 31, 2022 and 2021 and for the year ended December 31, 2022 and for the period form October 19, 2021 (inception)
through December 31, 2021 appearing in the Annual Report on Form 10-K of Murphy Canyon Acquisition Corp. for the year ended December
31, 2022.
/s/
Marcum llp
Marcum
llp
New
York, NY
December
1, 2023
Exhibit
23.2
Independent
Registered Public Accounting Firm’s Consent
We
consent to the incorporation by reference in this Registration Statement of Conduit Pharmaceuticals, Inc. on Form S-8 of our report dated
May 12, 2023 which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to
our audits of the financial statements of Conduit Pharmaceuticals, Ltd. as of December 31, 2022 and 2021 and for the years then ended.
| /s/
Marcum llp |
|
| |
|
| Marcum
llp |
|
| |
|
| New
York, New York |
|
| December
1, 2023 |
|
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
Conduit
Pharmaceuticals Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered and Carry Forward Securities
| Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered | | |
Proposed Maximum Offering Price Per Unit | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
| Equity | |
Common Stock,
par value $0.0001 per share | |
Other(1) | |
| 11,497,622(2) | | |
$ | 1.8905(1) | | |
$ | 21,736,254.39 | | |
| 0.00014760 | | |
$ | 3,209 | |
| Total Offering Amounts | | |
| | | |
$ | 21,736,254.39 | | |
| | | |
$ | 3,209 | |
| Total Fee Offsets | |
| | | |
| | | |
| | | |
$ | 0 | |
| Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 3,209 | |
| |
(1) |
Calculated
solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended (the “Securities
Act”), on the basis of the average of the high and low prices per share of Registrant’s common stock on November 24,
2023 as reported by The Nasdaq Stock Market. |
| |
(2) |
Represents
shares of the Registrant’s common stock that may be issued under the Conduit Pharmaceuticals Inc. 2023 Stock Incentive Plan
(the “2023 Plan”) consisting of 11,497,622 shares of the Registrant’s common stock reserved for issuance under
the 2023 Plan. Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement shall also cover any additional
shares of Registrant’s common stock that become issuable under the 2023 Plan by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected without receipt of consideration that increases the number of outstanding
shares of Registrant’s common stock, as applicable. |
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