UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
Business Combination Agreement
On November 8, 2022, Murphy Canyon Acquisition Corp., a blank check, special purpose acquisition company incorporated as a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing that on November 8, 2022, 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”). Merger Sub is a wholly owned subsidiary of the Company. Conduit is a pharmaceutical company led by highly experienced pharma executives, established to fund the development of successful deprioritized clinical assets licensed from large pharmaceutical companies through its exclusive relationships.
Upon the consummation of the transactions contemplated by the BCA, Merger Sub will merge with and into Conduit, with Conduit surviving as a wholly owned subsidiary of the Company (the “Business Combination”). The Company is expected to be renamed Conduit Pharmaceuticals Inc. at the closing of the Business Combination.
Pursuant to the BCA, at the closing, the Company shall issue and deliver to the shareholders of Conduit an aggregate number of shares of the Company’s common stock with an aggregate value equal to $650,000,000, with each share valued at $10.00 per share. A private placement transaction shall be conducted by the Company contemporaneously with the Business Combination (the “PIPE Financing”), pursuant to which the Company has entered into subscription agreements providing for aggregate investments in the Company’s securities of $27,000,000.
There can be no assurance that the Business Combination or PIPE Financing will occur as planned or at all. The Company intends to file a Current Report on Form 8-K with a detailed description of the BCA and PIPE Financing, together with copies of the BCA and PIPE Financing transaction documents within four business days of entry into the BCA with the Securities and Exchange Commission (the “SEC”).
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”). Also on November 8, 2022, the Company made available an investor presentation in connection with the proposed Business Combination. A copy of the investor presentation is furnished as Exhibit 99.2 to this 8-K.
The information in this Item 7.01 and Exhibits 99.1 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 will be provided in a registration statement on Form S-4 that the Company intends to file with the SEC that will include 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 as set forth in the Company’s final prospectus relating to its initial public offering, dated February 2, 2022, which was filed with the SEC on February 4, 2022, and in filings with the SEC, including when filed, 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 | Press Release dated November 8, 2022 | |
| 99.2 | 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: November 8, 2022 | MURPHY CANYON ACQUISITION CORP. | |
| By: | /s/ Jack K. Heilbron | |
| Name: | Jack K. Heilbron | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Conduit Pharmaceuticals to Become a Publicly Traded Company via Merger with Murphy Canyon Acquisition Corp.
| ● | Conduit Pharmaceuticals Limited (“Conduit”) is led by highly experienced pharma executives, Dr. Freda Lewis-Hall, former Chief Medical Officer of Pfizer, and Dr. David Tapolczay, former Chief Executive Officer of UK charity LifeArc; to fund the development of successful de-prioritized clinical assets licensed from large pharmaceutical companies, | |
| ● | Existing clinical candidate (a glucokinase activator) has produced a new therapeutic concept: specific cell activation by a small molecule whereby the activated cell itself becomes the therapeutic agent within the body (“in vivo activated-cell therapy); | |
| ● | Existing development pipeline also includes a potent, irreversible inhibitor of human Myeloperoxidase (MPO) that has the potential to treat idiopathic male infertility; | |
| ● | Transaction proceeds will advance the clinical evaluation of specific activation of Tregs in one of a number of possible autoimmune diseases; | |
| ● | Combined company anticipated to have an implied initial enterprise value of approximately $700.49 million, and the transaction is expected to deliver cash proceeds of around $149.36 million to Conduit (assuming no redemptions) to fund Conduit’s clinical development programs, | |
| ● | Transaction expected to be completed in first quarter of 2023; combined company expected to be listed on NASDAQ under ticker “CDT” |
SAN DIEGO, CA., November 8, 2022 /ACCESSWIRE/ — Conduit Pharmaceuticals Limited (“Conduit”), a pharmaceutical company led by highly experienced pharma executives, established to fund the development of successful deprioritized clinical assets licensed from large pharmaceutical companies, through its exclusive relationships, and Murphy Canyon Acquisition Corp. (NASDAQ: MURF or “Murphy”), a blank-check special purpose acquisition company, announced today that they have entered into a definitive business combination agreement (the “Business Combination Agreement”). The business combination transaction is expected to provide Conduit with access to the public equity market, which the parties believe will accelerate development of Conduit’s autoimmune disease and idiopathic male infertility pipeline. Upon the business combination transaction closing, which is expected to occur in the first quarter of 2023, the combined company is expected to be named Conduit Pharmaceuticals Inc., which will continue to operate under the Conduit management team, led by Dr. David Tapolczay, Chief Executive Officer, and Dr. Freda Lewis-Hall, Chair of the Board of Directors. The combined company’s common stock is anticipated to be listed on NASDAQ under ticker symbol “CDT”.
Dr. Freda Lewis-Hall, proposed Chair of the Board of Directors of the combined company, said “We are delighted to partner with Murphy Canyon in this business combination. This merger and entry into the public markets will enable Conduit to escalate development of its pipeline of assets and fulfil our mission to accelerate the development of new treatments for patients in need. We have initially licensed two extremely promising compounds in multiple indications, which in turn will deliver innovative therapies in unmet clinical areas, with an agreed three further assets to be licensed. Over time, we plan to expand our asset pipeline by partnering with further pharmaceutical companies who share our key mission.”
“After evaluating dozens of companies, the Conduit team really impressed us both with their creative development approach and their asset pipeline,” said Jack Heilbron, Chief Executive Officer and Director of Murphy. “Conduit’s team has an impressive track record of achievement in science, medicine, and industry. Their current assets and pipeline address a wide range of indications, and we believe that those indications are in important markets, full of opportunity. We look forward to seeing Conduit thrive and grow in the public markets.”
Transaction Overview
The combined company is anticipated to have an estimated pro forma enterprise valuation of approximately $700.49 million. Cash proceeds from the transactions contemplated by the Business Combination Agreement (the “Transactions”) are expected to consist of up to approximately $136.04 million of cash held in Murphy’s trust account (before any redemptions by Murphy’s public stockholders and the payment of certain expenses) and approximately $27.00 million attributable to a private investment anchored by new and existing investors of Conduit (the “PIPE Investment”). Proceeds from the PIPE Investment are expected to advance the clinical evaluation of specific activation of Tregs in one of a number of possible autoimmune diseases. The PIPE Investment is expected to close in connection with the business combination and is subject to the satisfaction of other customary closing conditions and a NASDAQ listing. After the closing of the Transactions and assuming no redemptions by Murphy’s public stockholders, existing Conduit shareholders will retain 100% of their equity ownership and will own approximately 76.48% of the pro forma combined company.
The Transactions, which have been unanimously approved by the boards of directors of both Conduit and Murphy, are subject to, among other customary closing conditions, approval by the stockholders of Murphy, and the shareholders of Conduit.
A more detailed description of the transaction terms and a copy of the Business Combination Agreement and the definitive documents governing the PIPE Investment will be included in a current report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”) by Murphy. Murphy also intends to file a registration statement (which will be a combined proxy statement and prospectus) with the SEC in connection with the Transactions.
Advisors
A.G.P./Alliance Global Partners is serving as exclusive financial advisor to Conduit and Murphy. Thompson Hine LLP is serving as legal advisor to Conduit and Sichenzia Ross Ference LLP is serving as legal advisor to Murphy.
Conduit Pharmaceuticals Limited
Conduit is a clinical stage specialty biopharmaceutical company, addressing unmet medical needs in the areas of autoimmune disease and idiopathic male infertility. The development pipeline includes a glucokinase inhibitor in a number of Phase 2 ready autoimmune diseases including uveitis, Hashimoto’s Thyroiditis, preterm labor and renal transplant. Conduit’s development pipeline also includes a potent, irreversible inhibitor of human Myeloperoxidase (MPO) that has the potential to treat idiopathic male infertility.
About Murphy Canyon Acquisition Corp.
Murphy Canyon Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is sponsored by Murphy Canyon Acquisition Sponsor, LLC, a wholly owned subsidiary of Presidio Property Trust, Inc. (Nasdaq: SQFT). For more information, please visit https://murphycanyonac.com.
Important Information for Investors and Stockholders and Where to Find It
In connection with the transactions described herein, Murphy intends to file a registration statement on Form S-4 that will include a proxy statement with respect to the stockholder meeting of Murphy and a prospectus with respect to securities of the combined company. After the registration statement is declared effective by the SEC, the proxy statement/prospectus will be sent to all Murphy and Conduit stockholders. Murphy will also file other documents regarding the proposed business combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITIES HOLDERS OF MURPHY AND CONDUIT ARE URGED TO READ THE 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 SINCE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.
Investors and securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Murphy through the website maintained by the SEC at https://sec.gov/. In addition, the documents filed by Murphy may be obtained free of charge from Murphy’s website at https://murphycanyonac.com or by written request to [email protected]. Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Murphy with the SEC which can be accessed at www.sec.gov as well as online at https://murphycanyonac.com.
Participants in the Solicitation
Murphy, Conduit, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Murphy’s stockholders in connection with the proposed transaction. Information about Murphy’s directors and executive officers and their ownership of Murphy’s securities is set forth in Murphy’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed Transactions when it becomes available. These documents can be obtained free of charge from the sources indicated above.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Murphy Canyon Acquisition Corp. (“Murphy”), and Conduit Pharmaceuticals Limited (“Conduit”). All statements other than statements of historical facts contained in this press release, including statements regarding Murphy’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 Murphy’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 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 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 Business Combination Agreement; the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Murphy’s securities; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the inability to complete the Transactions, including due to failure to obtain approval of the stockholders of Murphy or other conditions to closing in the Business Combination Agreement; the inability to obtain or maintain the listing of Murphy’s common stock 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 Murphy or 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 (when available) relating to the Transactions, including those under “Risk Factors” therein, and in other filings with the SEC made by Murphy. 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 Murphy’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. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law. Murphy 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 Murphy nor Conduit gives any assurance that either Murphy or Conduit or the combined company will achieve its expectations.
Conduit Contacts:
Jamie Bligh
Conduit Pharmaceuticals Limited
Murphy Contacts:
Corporate and Media
Adam Sragovicz, Chief Financial Officer
Murphy Canyon Acquisition Corp.
Tel 760-471-8536
Exhibit 99.2