SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Regan Andrew

(Last) (First) (Middle)
4995 MURPHY CANYON ROAD, SUITE 300

(Street)
SAN DIEGO CA 92123

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2023
3. Issuer Name and Ticker or Trading Symbol
CONDUIT PHARMACEUTICALS INC. [ CDT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share ("Shares") 66,650(1) D(1)
Shares 45,527,149(2) I(3) See footnotes(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Regan Andrew

(Last) (First) (Middle)
4995 MURPHY CANYON ROAD, SUITE 300

(Street)
SAN DIEGO CA 92123

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Corvus Capital Ltd.

(Last) (First) (Middle)
4995 MURPHY CANYON ROAD, SUITE 300

(Street)
SAN DIEGO CA 92123

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Responses
1. Name and Address of Reporting Person*
Algo Holdings, Inc.

(Last) (First) (Middle)
4995 MURPHY CANYON ROAD, SUITE 300

(Street)
SAN DIEGO CA 92123

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Responses
Explanation of Responses:
1. Reflects 66,650 Shares received by Dr. Regan as consideration in respect of the convertible promissory notes of Conduit Pharmaceuticals Limited ("Conduit") held by him pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 8, 2022 and as amended on January 27, 2023 and May 11, 2023, by and among the Company, Conduit and Conduit Merger Sub, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of MURF (the "Merger Sub"). As a result of, and upon consummation of the transactions contemplated by, the Merger Agreement, the Company changed its name from "Murphy Canyon Acquisition Corp." to "Conduit Pharmaceuticals Inc."
2. Reflects 31,148,454 Shares issued to Corvus Capital Ltd. and 14,378,695 Shares issued to Algo Holdings, Inc., which were received by such holders as consideration pursuant to the Merger Agreement.
3. Dr. Regan is the Chief Executive Officer of Corvus Capital Ltd., and Algo Holdings, Inc. is a wholly owned subsidiary of Corvus Capital Ltd. By virtue of this relationship, Dr. Regan may be deemed to share beneficial ownership of the securities held of record by each of Corvus Capital Ltd. and Algo Holdings, Inc. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
/s/ Andrew Regan 09/26/2023
Corvus Capital Ltd. /s/ Andrew Regan, Chief Executive Officer 09/26/2023
Algo Holdings, Inc. /s/ Alexander Lambert, Sole Director 09/26/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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