As
filed with the Securities and Exchange Commission on January 10, 2024
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 ☐
EXPLANATORY
NOTE
This
registration statement on Form S-8 registers 3,691,476 additional shares of common stock of Conduit Pharmaceuticals Inc. (the “Registrant”)
that may be issued under the Conduit Pharmaceuticals Inc. 2023 Stock Incentive Plan (the “2023 Plan”).The number of shares
of common stock available for issuance under the 2023 Plan is subject to an automatic annual increase on the first day of each fiscal
year commencing January 1, 2024 and continuing annually on each anniversary thereof through (and including) January, 2033, equal to the
lesser of (A) 5% of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller
number of shares of common stock as determined by the Registrant’s board of directors or its Compensation Committee (the “Plan
Evergreen Provision”). Pursuant to the Plan Evergreen Provision, the number of shares of common stock available for issuance under
the 2023 Plan was increased by 3,691,476 shares of common stock effective January 1, 2024. This Registration Statement registers the
additional shares of common stock available for issuance under the 2023 Plan as a result of the Plan Evergreen Provision.
Up
to 11,497,622 shares of common stock available for issuance under the 2023 Plan were previously registered on Form S-8, filed by the
Company on December 1, 2023, File No. 333-275860 (the “Prior Registration Statement”). In accordance with General Instruction
E of Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference in this registration statement.
Only those items of Form S-8 containing new information not contained in the in the Prior Registration Statement are presented herein.
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:
| |
(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. |
| |
|
|
| |
(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. |
| |
|
|
| |
(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. |
| |
|
|
| |
(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
7. Exemption From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Item
9. Undertakings.
(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 January 10, 2024.
| |
CONDUIT
PHARMACEUTICALS INC. |
| |
|
| |
By: |
/s/
David Tapolczay |
| |
Name: |
David Tapolczay |
| |
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 |
|
January
10, 2024 |
| David
Tapolczay |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Adam Sragovicz |
|
Chief
Financial Officer |
|
January
10, 2024 |
| Adam
Sragovicz |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Freda Lewis-Hall |
|
Director
and Chairperson of the Board of Directors |
|
January
10, 2024 |
| Freda
Lewis-Hall |
|
|
|
|
| |
|
|
|
|
| /s/
James Bligh |
|
Director |
|
January
10, 2024 |
| James
Bligh |
|
|
|
|
| |
|
|
|
|
| /s/
Faith L. Charles |
|
Director |
|
January
10, 2024 |
| Faith
L. Charles |
|
|
|
|
| |
|
|
|
|
| /s/
Chele Chiavacci Farley |
|
Director |
|
January
10, 2024 |
| Chele
Chiavacci Farley |
|
|
|
|
| |
|
|
|
|
| /s/
Jennifer I. McNealey |
|
Director |
|
January
10, 2024 |
| Jennifer
I. McNealey |
|
|
|
|
| |
|
|
|
|
| /s/
Andrew Regan |
|
Director |
|
January
10, 2024 |
| Andrew
Regan |
|
|
|
|
Exhibit
5.1
January
10, 2024
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 an additional 3,691,476
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
letter 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 of the Company,
and the 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 letter. In such examination, we have assumed (a) the genuineness
of all signatures, (b) the legal capacity of all natural persons, (c) the authenticity of all documents, certificates, and instruments
submitted to us as originals, (d) the conformity to original documents of all documents, certificates, and instruments submitted to us
as certified, conformed, or photostatic copies, and (e) 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 (a) the Company will have sufficient authorized and unissued shares of Common Stock at the
time of each issuance of any of the shares of Common Stock under the Incentive Plan; (b) the shares of Common Stock issued pursuant to
the Incentive Plan will be evidenced by appropriate certificates, duly executed and delivered, or the Company’s Board of Directors
has adopted or will adopt a resolution providing that all of the shares of Common Stock shall be uncertificated in accordance with Section
158 of the Delaware General Corporation Law prior to their issuance; (c) the issuance of each share of Common Stock issued pursuant to
the Incentive Plan will be duly noted in the Company’s stock ledger upon its issuance; (d) the Company will receive consideration
for each share of Common Stock issued pursuant to the Incentive Plan at least equal to the par value of such share of Common Stock and
in the amount required by the Incentive Plan (or the award agreement issued thereunder) and the Authorizing Resolutions (as defined below),
(e) the resolutions authorizing the Company to issue the Common Stock pursuant to the Incentive Plan (the “Authorizing Resolutions”)
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 Authorizing Resolutions; and (f) 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 from 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
January 10, 2024
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, appearing in the Registration Statement on Form S-4, which was filed
May 12, 2023 and Amendment No. 3 to Registration Statement on Form S-4 which was filed on August 8, 2023.
/s/ Marcum llp
Marcum llp
New York, NY
January 10, 2024
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) | |
| 3,691,476 | (2) | |
$ | 4.7375 | (1) | |
$ | 17,488,367.55 | | |
| 0.00014760 | | |
$ | 2,582 | |
| Total Offering Amounts | | |
| | | |
$ | 17,488,367.55 | | |
| | | |
$ | 2,582 | |
| Total Fee Offsets | |
| | | |
| | | |
| | | |
$ | 0.00 | |
| Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 2,582 | |
| |
(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 January 3,
2024 as reported by The Nasdaq Stock Market. |
| |
(2) |
Represents
shares, not previously registered, of the Registrant’s common stock that may be issued under the Conduit Pharmaceuticals Inc.
2023 Stock Incentive Plan (the “2023 Plan”) pursuant to an annual “evergreen” increase provision contained
in 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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