Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
14 August 2024 - 6:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Conduit
Pharmaceuticals Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
20678X106
(CUSIP
Number)
August
6, 2024
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The
information required in 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).
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
Nirland
Limited |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b)
☐ |
| 3 |
Sec
Use Only
|
| 4 |
Citizenship
or Place of Organization
Guernsey |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
-0- |
| 6 |
Shared
Voting Power
14,500,000
(1)(2) |
| 7 |
Sole
Dispositive Power
-0- |
| 8 |
Shared
Dispositive Power
14,500,000
(1)(2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
14,500,000
(1)(2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
14.8%
(1)(3) |
| 12 |
Type
of Reporting Person (See Instructions)
CO |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
Stockton
Limited |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b)
☐ |
| 3 |
Sec
Use Only
|
| 4 |
Citizenship
or Place of Organization
Guernsey |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
-0- |
| 6 |
Shared
Voting Power
14,500,000
(1)(2) |
| 7 |
Sole
Dispositive Power
-0- |
| 8 |
Shared
Dispositive Power
14,500,000
(1)(2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
14,500,000
(1)(2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
14.8%
(1)(3) |
| 12 |
Type
of Reporting Person (See Instructions)
CO |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
The
Rowland Master Trust |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b)
☐ |
| 3 |
Sec
Use Only
|
| 4 |
Citizenship
or Place of Organization
Guernsey |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
-0- |
| 6 |
Shared
Voting Power
14,500,000
(1)(2) |
| 7 |
Sole
Dispositive Power
-0- |
| 8 |
Shared
Dispositive Power
14,500,000
(1)(2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
14,500,000
(1)(2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
14.8%
(1)(3) |
| 12 |
Type
of Reporting Person (See Instructions)
OO |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
Dovet
Limited |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b)
☐ |
| 3 |
Sec
Use Only
|
| 4 |
Citizenship
or Place of Organization
Guernsey |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
-0- |
| 6 |
Shared
Voting Power
14,500,000
(1)(2) |
| 7 |
Sole
Dispositive Power
-0- |
| 8 |
Shared
Dispositive Power
14,500,000
(1)(2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
14,500,000
(1)(2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
14.8%
(1)(3) |
| 12 |
Type
of Reporting Person (See Instructions)
CO |
| (1) | Includes
(i) 12,500,000 shares of common stock, par value $0.0001 per share (the “Common
Stock”) of Conduit Pharmaceuticals Inc., formerly Murphy Canyon Acquisition Corp.
(the “Issuer”) issued to Nirland Limited, a company registered in Guernsey
with company number 58804 of The Old Stables Rue a L’Or, St Peter Port, GUERNSEY GY1
1QG (“Nirland Limited”), on August 6, 2024, in connection with that certain
Senior Secured Promissory Note, dated as of August 5, 2024, in substantially the form as
the form of senior secured promissory note filed as Exhibit 4.1 to the Issuer’s Current
Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on August 7, 2024 and (ii) 2,000,000 shares of Common Stock of the Issuer (the “Warrant
Shares”), issuable upon exercise of that certain Common Stock Warrant, in substantially
the form as the form of warrant filed as Exhibit 4.1 to the Form 8-K (the “Warrant”),
issued by the Issuer in favor of Nirland Limited, which became exercisable at any time beginning
thirty (30) days after the completion of the initial business combination (the “Business
Combination”) and will expire five years after the completion of the Business Combination
or earlier upon redemption or liquidation. |
| (2) | Nirland
Limited is wholly owned by Stockton Limited, a company registered in Guernsey (“Stockton
Limited”), which is wholly owned by The Rowland Master Trust, a Guernsey trust
(“The Rowland Master Trust”). Dovet Limited, a company registered in Guernsey
(“Dovet Limited”), is the sole trustee of The Rowland Master Trust. By
virtue of these relationships, each of Stockton Limited, The Rowland Master Trust and Dovet
Limited may be deemed to share beneficial ownership of the securities held of record by Nirland
Limited. |
| (3) | Such
percentage is based on an aggregate of 98,004,699 shares of Common Stock outstanding, which
is calculated by adding (i) 96,004,699 shares of Common Stock issued and outstanding as of
August 12, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with
the SEC on August 12, 2024, and (ii) 2,000,000 Warrant Shares issuable upon exercise of the
Warrant. |
This
Amendment No. 1 to Schedule 13G (this “Amendment”) amends and supplements the Schedule 13G filed by Nirland Limited
with the SEC on October 2, 2023 (the “Schedule 13G”).
Item
1.
| (a) | Name
of Issuer: Conduit Pharmaceuticals Inc. (formerly Murphy Canyon Acquisition Corp.) |
| (b) | Address
of Issuer’s Principal Executive Offices: 4995 Murphy Canyon Road, Suite 300, San
Diego, CA 92123 |
Item
2.
| (a) | Name
of Person Filing: |
This
statement is filed by the following entities and individuals (collectively, referred to as the “Reporting Persons”):
| ● | Nirland
Limited, a company registered in Guernsey; |
| ● | Stockton
Limited, a company registered in Guernsey; |
| ● | The
Rowland Master Trust, a Guernsey trust; and |
| ● | Dovet
Limited, a company registered in Guernsey. |
Stockton
Limited is the sole owner of Nirland Limited, and as a result, may be deemed to share voting and dispositive power with respect to the
securities held by Nirland Limited. The Rowland Master Trust is the sole owner of Stockton Limited, and as a result, may be deemed to
share voting and dispositive power with respect to the securities held by Nirland Limited. Dovet Limited is the sole trustee of The Rowland
Master Trust, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Nirland Limited.
The
Reporting Persons have entered into a Joint Filing Agreement, dated October 2, 2023, a copy of which was filed with the Schedule 13G
on October 2, 2023 as Exhibit 99.1, which is hereby incorporated by reference, pursuant to which the Reporting Persons agreed to file
this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any
disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to
the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons or the Reporting
Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
| (b) | Address
of Principal Business Office or, if None, Residence: The address of the business office
of each of the Reporting Persons is The Old Stables, Rue a l’Or, St Peter Port, GY1
1QG, Guernsey. |
| (c) | Citizenship:
Each Reporting Person is registered in Guernsey. |
| (d) | Title
and Class of Securities: Common stock, par value $0.0001 per share. |
| Item
3. | If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: |
| (a) | ☐ |
Broker
or dealer registered under Section 15 of the Act; |
| (b) | ☐ |
Bank
as defined in Section 3(a)(6) of the Act; |
| (c) | ☐ |
Insurance
Company as defined in Section 3(a)(19) of the Act; |
| (d) | ☐ |
Investment
Company registered under Section 8 of the Investment Company Act; |
| (e) | ☐ |
Investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ |
Employee
benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ |
Parent
holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act of 1940; |
| (j) | ☐
|
Non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(j). |
| | | |
| | | ☒ |
If
this statement is filed pursuant to Rule 13d-1(c), check this box. |
| (a) | Amount
Beneficially Owned: The information required by Items 4(a) - (c) is set forth in Rows
(5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein
by reference for each such Reporting Person. |
| Item
5. | Ownership
of Five Percent or Less of a Class. N/A |
| Item
6. | Ownership
of more than Five Percent on Behalf of Another Person. N/A |
| Item
7. | Identification
and classification of the subsidiary which acquired the security being reported on by the
parent holding company or control person. N/A |
| Item
8. | Identification
and classification of members of the group. N/A |
| Item
9. | Notice
of Dissolution of Group. N/A |
By
signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
August 13, 2024
| |
NIRLAND
LIMITED |
| |
|
|
| |
By: |
/s/
David Rowland |
| |
Name: |
David
Rowland |
| |
Title: |
Director |
| |
|
|
| |
STOCKTON
LIMITED |
| |
|
|
| |
By: |
/s/
David Rowland |
| |
Name: |
David
Rowland |
| |
Title: |
Director |
| |
|
|
| |
THE
ROWLAND MASTER TRUST |
| |
|
|
| |
By: |
Dovet
Limited, its trustee |
| |
|
|
| |
By: |
/s/
Barclay Rowland |
| |
Name: |
Barclay
Rowland |
| |
Title: |
Director |
| |
|
|
| |
DOVET
LIMITED |
| |
|
|
| |
By: |
/s/
Barclay Rowland |
| |
Name: |
Barclay
Rowland |
| |
Title: |
Director |
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