UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 20, 2023, Murphy Canyon Acquisition Corp. (the “Company,”) held a special meeting of stockholders (the “Special Meeting”). On August 2, 2023, the record date for the Special Meeting, there were 2,941,782 issued and outstanding shares Class A common stock and 3,306,250 issued and outstanding shares of Class B common stock entitled to be voted at the Special Meeting. At the Special Meeting, 5,806,266 shares of common stock of the Company entitled to vote at the Special Meeting were represented in person or by proxy.
The Company’s stockholders voted on the following proposals at the Special Meeting, each of which was approved. Class A and Class B common stockholders of record were each entitled to one vote for each share held on all proposals. The final vote tabulation for each proposal is set forth below.
| 1. | The Business Combination Proposal – to approve the business combination (the “Business Combination”) described in the proxy statement/prospectus dated August 11, 2023, as amended and supplemented, including the Agreement and Plan of Merger, dated as of November 8, 2022 and as amended on January 27, 2023 and May 11, 2023 (the “Merger Agreement”), by and among the Company, Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (“Conduit”) and Conduit Merger Sub, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”), which, among other things, provides for the merger of Merger Sub with and into Conduit, with Conduit surviving the merger as a wholly-owned subsidiary of the Company. The votes cast were as follows: |
| Votes For | Votes Against | Abstentions | ||
| 2,320,424 (Class A Common Stock) | 179,588 (Class A Common Stock) | 4 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
| 2. | The Charter Proposals – to adopt amendments to the Company’s amended and restated certificate of incorporation currently in effect. The votes cast were as follows: |
Charter Amendment Proposal A – change the name of the public entity from “Murphy Canyon Acquisition Corp.” to “Conduit Pharmaceuticals Inc.”
| Votes For | Votes Against | Abstentions | ||
| 2,320,424 (Class A Common Stock) | 179,588 (Class A Common Stock) | 4 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
Charter Amendment Proposal B – provide for one class of authorized common stock
| Votes For | Votes Against | Abstentions | ||
| 2,320,424 (Class A Common Stock) | 179,588 (Class A Common Stock) | 4 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
Charter Amendment Proposal C – delete the various provisions in the Company’s current amended and restated certificate of incorporation applicable only to special purpose acquisition corporations
| Votes For | Votes Against | Abstentions | ||
| 2,320,414 (Class A Common Stock) | 179,598 (Class A Common Stock) | 4 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
Charter Amendment Proposal D – increase the number of authorized shares of common stock to 250,000,000
| Votes For | Votes Against | Abstentions | ||
| 2,320,414 (Class A Common Stock) | 179,598 (Class A Common Stock) | 4 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
Charter Amendment Proposal E – fix the number of directors at seven, a majority of whom shall be independent directors in accordance with The Nasdaq Stock Market LLC’s (“Nasdaq”) requirements
| Votes For | Votes Against | Abstentions | ||
| 2,088,763 (Class A Common Stock) | 179,588 (Class A Common Stock) | 231,665 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
Charter Amendment Proposal F – require that stockholders only act at annual and special meetings of the corporation and not by written consent
| Votes For | Votes Against | Abstentions | ||
| 1,346,144 (Class A Common Stock) | 622,424 (Class A Common Stock) | 531,448 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
| 3. | The Advisory Charter Amendment Proposals - to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the proposed charter of the combined company following the Business Combination (“New Conduit”). The votes cast were as follows: |
| Votes For | Votes Against | Abstentions | ||
| 2,088,763 (Class A Common Stock) | 179,588 (Class A Common Stock) | 231,665 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
| 4. | The Director Election Proposal – to elect Freda Lewis-Hall, David Tapolczay, James Bligh, Faith L. Charles, Chele Chiavacci Farley, Jennifer I. McNealey, and Andrew Regan who, upon consummation of the Business Combination, will be the directors of New Conduit. The votes cast were as follows: |
| Votes For | Votes Against | Abstentions | ||
| 2,088,763 (Class A Common Stock) | 179,588 (Class A Common Stock) | 231,665 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
| 5. | The Incentive Plan Proposal – to consider and vote upon a proposal to approve the Conduit Pharmaceuticals Inc. 2023 Stock Incentive Plan. The votes were cast as follows: |
| Votes For | Votes Against | Abstentions | ||
| 2,320,424 (Class A Common Stock) | 179,588 (Class A Common Stock) | 4 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
| 6. | The Nasdaq Proposal – to consider and vote upon a proposal to approve the issuance of New Conduit common stock and warrants to purchase New Conduit common stock, par value $0.0001 per share, in a private placement. The votes cast were as follows: |
| Votes For | Votes Against | Abstentions | ||
| 2,320,424 (Class A Common Stock) | 179,588 (Class A Common Stock) | 4 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
| 7. | The Adjournment Proposal – to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if the Company does not have sufficient proxies to approve one or more of the foregoing proposals. The votes cast were as follows: |
| Votes For | Votes Against | Abstentions | ||
| 2,320,414 (Class A Common Stock) | 179,598 (Class A Common Stock) | 4 (Class A Common Stock) | ||
| 3,306,250 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
Item 8.01 Other Events
On September 20, 2023, the Company issued a press release announcing, among other things, the results of the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. The press release disclosed that, in connection with the Business Combination, 2,129,662 shares of Class A common stock were redeemed.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated September 20, 2023 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that their plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, the Company’s management. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the Company, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. New risk factors that may affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk factors, nor the Company assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company prior to the Business Combination, and the combined company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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.
| MURPHY CANYON ACQUISITION CORP. | ||
| Date: September 20, 2023 | By: | /s/ Jack Heilbron |
| Name: | Jack K. Heilbron | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Murphy
Canyon Acquisition Corp. Announces Stockholder
Approval of the Proposed Combination with Conduit Pharmaceuticals Limited
San Diego, California – September 20, 2023 – Murphy Canyon Acquisition Corp. (Nasdaq: MURF) (“MURF” or “Murphy Canyon”), a special purpose acquisition company, announced today that at a special meeting of the MURF stockholders (the “Special Meeting”) held today, MURF’s stockholders voted in favor of the proposed business combination (the “Business Combination”) with Conduit Pharmaceuticals Limited (“Conduit”) and the related proposals. As a result, the completion of the Business Combination is expected to occur as soon as practicable, subject to the satisfaction or waiver of remaining closing conditions. Following the completion of the Business Combination, the newly combined company will operate as Conduit Pharmaceuticals Inc. and its common stock and public warrants will trade on The Nasdaq Global Market under the symbols “CDT” and “CDTTW”. Assuming that closing is completed on September 21, 2023, trading in the common stock and public warrants is expected to continue on Nasdaq, switching from the symbols “MURF” and “MURFW” to the new symbols “CDT” and “CDTTW”, respectively, at the open of trading on September 22, 2023.
About Conduit
Conduit is a disease agnostic life science company providing an efficient model for compound development. Formed in 2019, Conduit is a departure from the traditional big pharma/biotech business model whereby, typically companies shepherd their assets through regulatory approval, Conduit acquires assets that are Phase II-ready and then seeks an exit through third-party license deals following successful clinical trials. Conduit is led by a highly experienced team of pharmaceutical executives, including Dr. David Tapolczay and Dr. Freda Lewis-Hall, and was established to fund the development of clinical molecules licensed from major pharmaceutical companies.
About Murphy Canyon Acquisition Corp.
Murphy Canyon is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Management is led by Jack Heilbron, Chief Executive Officer and Chairman of the Board of Directors. Murphy Canyon is sponsored by Murphy Canyon Acquisition Sponsor, LLC, a wholly owned subsidiary of Presidio Property Trust, Inc. (Nasdaq: SQFT), which is expected to own 4,015,250 shares of Conduit after the successful completion of the Business Combination.
Important Information and Where to Find It
This press release relates to a proposed transaction between Conduit and MURF. In connection with the proposed Business Combination, Murphy Canyon filed its registration statement on Form S-4 that includes a proxy statement with respect to the stockholder meeting of Murphy Canyon and a prospectus with respect to securities of the combined company (the “Registration Statement”). The proxy statement/prospectus was sent to all Murphy Canyon stockholders. Murphy Canyon has also filed prospectus supplements amending the proxy statement/prospectus that was sent to all Murphy Canyon stockholders. Murphy Canyon has filed and will file other documents regarding the proposed Business Combination with the U.S. Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITIES HOLDERS OF MURPHY CANYON ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, PROSPECTUS SUPPLEMENT 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 are able to obtain free copies of the Registration Statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Murphy Canyon through the website maintained by the SEC at https://sec.gov/. In addition, the documents filed by Murphy Canyon may be obtained free of charge from Murphy Canyon’s website at https://murphycanyonac.com or by written request to [email protected]. Additional information about the business combination agreement dated November 8, 2022, as amended (the “Business Combination Agreement”), and the transactions contemplated thereby (the “Transaction”) and investor presentations, were provided in Current Reports on Form 8-K filed by Murphy Canyon with the SEC which can be accessed at www.sec.gov as well as online at https://murphycanyonac.com.
No Offer or Solicitation
This communication shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This communication shall also not constitute an offer to sell or a solicitation of an offer to buy any securities of Murphy Canyon or Conduit, nor shall there be any sale of 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 any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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 and Conduit. All statements other than statements of historical facts contained in this press release 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 Canyon’s securities; the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the inability to complete the Transaction, including due to failure to obtain approval of the stockholders of Murphy Canyon or other conditions to closing in the Business Combination Agreement; the inability to obtain or maintain the listing of Murphy Canyon’s common stock on Nasdaq following the Transaction; the risk that the Transaction disrupts current plans and operations of Conduit as a result of the announcement and consummation of the Transaction; the ability to recognize the anticipated benefits of the Transaction, 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 Transaction; changes in applicable laws or regulations; the possibility that Murphy Canyon 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 relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the SEC made by Murphy Canyon. 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 Canyon’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 Canyon 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 Canyon nor Conduit gives any assurance that either Murphy Canyon or Conduit or the combined company will achieve its expectations.
Contacts
Adam Sragovicz
Murphy Canyon Acquisition Corp.
Jamie Bligh
Conduit Pharmaceuticals Limited