CDT 8-K
CDT Equity Inc. (CDT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 2.03 below is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 20, 2023, Conduit Pharmaceuticals Limited, a wholly-owned subsidiary of Conduit Pharmaceuticals Inc. (the “Company”), issued to Vrezh Isayan and Sharon Lee Isayan (the “Payees”) a Convertible Promissory Note due September 20, 2024 (the “Maturity Date”) in the principal amount of $800,000 (the “Convertible Note”). The Convertible Note accrued interest at 20% per annum and was payable every six months from March 20, 2023. The principal amount, along with any accrued and unpaid interest, was convertible by the Payees into common stock at a fixed price of $10 per share. All accrued but unpaid interest was due on the Maturity Date.
On October 9, 2024, with effect as of September 20, 2024, the Company and the Payees amended the Convertible Note pursuant to that certain Loan Extension Amendment (the “Note Amendment”), whereby the Convertible Note was amended to, (i) extend the Maturity Date to October 20, 2024, unless further extended pursuant to the terms therein (the “Repayment Date”), (ii) provide for the issuance prior to October 23, 2024, pursuant to an exemption from the registration requirement of the Securities Act of 1933, as amended, (a) $80,000 worth of shares of the Company’s common stock with respect to accrued but unpaid interest as of September 30, 2024, to be issued at the closing market price as of the day prior to the issuance and (b) 2,000,000 shares of the Company’s common stock, and (iii) waive the interest and principal previously payable, and extend its payment to become due on the Repayment Date. In addition, the Note Amendment permits the Company, in its sole discretion, to further extend the Repayment Date of the Note Amendment to November 19, 2024 or December 19, 2024.
On October 11, 2024, pursuant to the terms of the Note Amendment, the Company issued an aggregate of 2,781,250 shares of Common Stock in satisfaction of its obligations identified in (ii)(a) and (b) above.
The foregoing descriptions of the Convertible Note and the Note Amendment do not purport to be complete and are qualified in their entirety by reference to the Convertible Note and Note Amendment, which are filed as Exhibits 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description | |
| 10.1 | Convertible Promissory Note between Conduit Pharmaceuticals Limited and Vrezh and Sharon Lee Isayan, dated March 20, 2023. | |
| 10.2 | Loan Extension Amendment between Conduit Pharmaceuticals Inc. and Vrezh and Sharon Lee Isayan, dated September 20, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: October 15, 2024 | CONDUIT PHARMACEUTICALS INC. | |
| By: | /s/ Dr. David Tapolczay | |
| Name: | Dr. David Tapolczay | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE PROMISSORY NOTE
| Principal Amount: $800,000.00 | Dated as of March 20, 2023 |
Conduit Pharmaceuticals Limited, a company incorporated in the Cayman Islands, company number OC-346289, whose registered office at c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands (the “Company”), promises to pay to the order of Vrezh Isayan and Sharon Lee Isayan, of 2044 San Ysidro Dr., Beverly Hills, California, 90210 USA , or their registered assigns or successors in interest (together the “Payee”), or order, the principal sum of Eight Hundred Thousand Dollars ($800,000.00) in lawful money of the United States of America (the “Principal Amount”), on the terms and conditions described below.
All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Company to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Amount shall be payable by the Company on the date that is eighteen (18) months from the date of this Note (the “Maturity Date”). The Principal Amount and any accrued and unpaid interest may be prepaid at any time only with the written consent of the Payee.
2. Interest. Interest shall accrue daily on the unpaid Principal Amount at a rate of twenty percent (20%) per annum and will be payable every six (6) months from the date of this Note until the Maturity Date. All accrued but unpaid interest shall be due and payable on the Maturity Date. For the purpose of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a thirty (30) day month and a 360-day year.
3. Conversion. Prior to the Maturity Date and following a Business Combination at the Company, the Principal Amount plus any accrued and unpaid interest may be converted into common stock in Murphy Canyon Acquisition Corp., a Delaware corporation (“Murphy”) at the option of the Payee.
For purposes of this Note, “Business Combination” means a transaction or series of related transactions (whether by acquisition, merger, consolidation, reorganization, business combination or otherwise) whereby Murphy acquires equity interests of the Company (or any surviving or resulting company) and which transaction or transactions result in the Company (or any surviving or resulting company into which the Company is merged, consolidated, reorganized or combined), or any parent company that directly or indirectly beneficially owns the Company, being listed on a U.S. national securities exchange or market.
The Principal Amount plus any accrued and unpaid interest may be converted into common stock of Murphy at a fixed price per share of Ten Dollars ($10) per share.
In connection with any conversion of this Note, the Payee shall surrender this Note, duly endorsed, to the Company and Murphy or any transfer agent of the Company or Murphy and shall deliver to Murphy any other documentation reasonably required by Murphy in connection with such conversion (including, in the event of a conversion of this Note into common stock the applicable transaction documents). Murphy shall not be required to issue or deliver the common stock or other property into which this Note may convert until the Payee has surrendered this Note to the Company and Murphy and delivered to the Company and Murphy such documentation. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of Principal Amount and accrued and unpaid interest being converted including without limitation the obligation to pay such portion of the Principal Amount and accrued and unpaid interest.
Murphy shall take all necessary steps to maintain the registration for the shares issued as a result of the conversion option described above.
4. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Company to pay the Principal Amount due pursuant to this Note within five (5) business days of the date specified above.
(b) Voluntary Bankruptcy, Etc. The commencement by Company of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Company or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Company generally to pay its debts as such debts become due, or the taking of corporate action by Company in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
5. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Company, declare this Note to be due immediately and payable, whereupon the unpaid Principal Amount, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
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(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid Principal Amount, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
6. Waivers. Company and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Company by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Company agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
7. Other Agreements. The Payee and the Company agree that Murphy shall not have any obligations under this Note until the Business combination has been consummated. The Payee and the Company hereby acknowledge that Murphy’s trust account (the “Trust Account”) contains and will contain the proceeds of its initial public offering, from certain private placements occurring simultaneously with the initial public offering and certain other deposits (including interest accrued from time to time thereon) for the benefit of Murphy’s public stockholders and certain other parties. For and in consideration of Murphy executing this Note, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Payee and the Company hereby agree that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Note or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Payee and the Company hereby each irrevocably waives any Released Claims that it may have against the Trust Account now or in the future for any reason and will not seek recourse against the Trust Account for any reason whatsoever. This provision is intended to be binding.
8. Unconditional Liability. Company hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional companies, endorsers, guarantors, or sureties may become parties hereto without notice to the Company or affecting the Company’s liability hereunder.
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9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Company and the Payee.
13. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
14. Counterparts. This Note may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument.
15. Electronic Form. This Note has initially been issued to the Payee solely in electronic form. If requested by the Payee at any time, the Company will promptly issue to the Payee an originally executed physical copy of this Note.
[Signature Page Follows]
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IN WITNESS WHEREOF, Company and Murphy, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
CONDUIT PHARMACEUTICALS LIMITED
| By: | /s/ Dr. Andrew Regan | |
| Name: | Dr. Andrew Regan | |
| Title: | Director |
MURPHY CANYON ACQUISITION CORP.
| By: | /s/ Jack K. Heilbron | |
| Name: | Jack K. Heilbron | |
| Title: | CEO |
Mr. VREZH ISAYAN.
| /s/ Vrezh Isayan |
Mrs. SHARON ISAYAN.
| /s/ Sharon Isayan |
[Signature Page to Convertible Promissory Note]
Exhibit 10.2
CONDUIT PHARMACEUTICALS INC.
(Nasdaq: CDT)
Vrezh Isayan and Sharon Lee Isayan
2044 San Ysidro Dr.
Beverly Hills
California
90210
United States of America
October 9, 2024
Re: Loan Extension Amendment for $800,000 Convertible Promissory Note
Dear Vrezh Isayan and Sharon Lee Isayan,
This letter serves as a formal agreement to amend the terms of the Convertible Promissory Note (the “Note”) dated March 20, 2023 between Conduit Pharmaceuticals Limited, a wholly-owned subsidiary of Conduit Pharmaceuticals Inc. (“Conduit” or the “Company”) and Vrezh Isayan and Sharon Lee Isayan (“Payees”), for the Principal Amount of $800,000, originally due on September 20, 2024 (the “Amendment”). This Amendment is effective as of September 20, 2024.
Terms used in this Amendment but not defined herein have the meaning assigned to them in the Note.
The Parties wish to amend the Note to revise (i) the Maturity Date, and (ii) the form of the repayment of interest due.
1. Extension of the Maturity Date
Conduit and Payees hereby agree to extend the Maturity Date for the Note by an initial period of 30 days, being a new Maturity Date of October 20, 2024 (the “Repayment Date”).
Conduit may, at its discretion, further extend the Maturity Date two times, each time by an additional 30-day period. This would allow for repayment on the following dates:
| ● | If the Maturity Date is extended the first time, the Maturity Date will be November 19, 2024. | |
| ● | If the Maturity Date is extended the second time, the Maturity Date will be December 19 2024. |
If the Note is not repaid in full on the new Maturity Date of October 20, 2024, Conduit will have been deemed to have automatically extended the Maturity Date once as set forth above. If the Note is not then repaid in full on the new Maturity Date of November 19, 2024, Conduit will automatically have been deemed to have extended the Maturity Date a second time as set forth above.
2. Issuance of Shares of Common Stock
In addition to the repayment of the Note Principal Amount and accrued Interest, Conduit will issue to the Payees on or prior to October 23, 2024:
| i. | $80,000 (eighty thousand dollars) worth of Common Stock of Conduit (Nasdaq: CDT), to be issued at the closing market price on the date prior to issuance. | |
| ii. | 2,000,000 shares of Conduit Pharmaceuticals, Inc. (the Common Stock due to the Payees pursuant to items (i) and (ii), the “Consideration Shares”). |
The Payees acknowledge that the shares of Common Stock of Conduit being issued pursuant to this Section 2 are being issued pursuant to an exemption from the registration requirement of the Securities Act of 1933, as amended, and to permit such issuance, each Payee individually, and not jointly, makes the representations attached hereto as Exhibit A.
3. Waiver of Interest Previously Payable
The Note provides for the payment of interest every six (6) months from the date of the Note. Conduit and the Payees hereby amend the Note so that all interest under the Note will become due upon the Repayment Date, and the Payees hereby acknowledge and agree that they have waived each and every payment of principal or interest that was due under the Note through and including the effective date of this Amendment.
4. Remaining Terms
All other terms and conditions of the Note, except as specifically modified by this Amendment, shall remain in full force and effect. This Amendment shall be construed and enforced in accordance with the laws of Delaware, without regard to conflict of law provisions thereof.
Please sign below to acknowledge your agreement to these terms.
[Signature Page Follows]
4995 Murphy Canyon Road, Suite 300, San Diego, California, 92123, United States
www.conduitpharma.com
IN WITNESS WHEREOF, Conduit and Payees, intending to be legally bound hereby, have caused this Amendment to be duly executed by the undersigned as of the day and year first above written.
CONDUIT PHARMACEUTICALS INC.
| By: | |
| /s/ James Bligh | |
| Name: James Bligh | |
| Title: Interim CFO | |
| VREZH ISAYAN | |
| /s/ Vrezh Isayan | |
| SHARON LEE ISAYAN | |
| /s/ Sharon Lee Isayan |
4995 Murphy Canyon Road, Suite 300, San Diego, California, 92123, United States
www.conduitpharma.com
Exhibit A
Representations of Each Payee
| A. | Access to and Evaluation of Information Concerning the Company; General Solicitation. The Payee has: |
| (i) | sufficient knowledge, sophistication, and experience in business and financial matters and similar investments so as to be capable of evaluating the merits and risks of purchasing the Consideration Shares, including the risk that the Payee could lose the entire value of the Consideration Shares, and has so evaluated the merits and risks of such purchase; | |
| (ii) | become familiar with the business, financial condition, and operations of the Company, has been given access to and an opportunity to examine such documents, materials, and information concerning the Company as the Payee deems to be necessary or advisable in order to reach an informed decision as to an investment in the Company, to the extent that the Company possesses such information, has carefully reviewed and understands these materials and has had answered to the Payee’s full satisfaction any and all questions regarding such information; | |
| (iii) | made such independent investigation of the Company, its management, and related matters as the Payee deems to be necessary or advisable in connection with the purchase of the Consideration Shares, and is able to bear the economic and financial risk of purchasing the Consideration Shares (including the risk that the Payee could lose the entire value of the Consideration Shares); and | |
| (iv) | not been offered the Consideration Shares by any means of general solicitation or general advertising. |
| B. | Accredited Investor; No Public Distribution Intent. The Payee is: |
| (i) | an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”); and | |
| (ii) | acquiring the Consideration Shares for the Payee’s own benefit and account for investment only and not with a view to, or for resale in connection with, a public offering or distribution thereof, and will not sell, assign, transfer or otherwise dispose of any of the Consideration Shares, or any interest therein, in violation of the Securities Act or any applicable state securities law. |
4995 Murphy Canyon Road, Suite 300, San Diego, California, 92123, United States
www.conduitpharma.com