UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 9, 2025, Conduit Pharmaceuticals Inc. (the “Company”), convened a special meeting of stockholders (the “Special Meeting”). The Company adjourned the meeting until 10:00 a.m. Eastern Time on January 13, 2025.
The Company reconvened the Special Meeting on January 13, 2025. Proxies had been submitted by stockholders representing over one-third of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum. At the Special Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the proxy statement.
The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter. Proxies for the Special Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.
Proposal No. 1. Stockholders approved the issuance of up to an aggregate of 2,862,596 shares of the Company’s common stock issuable upon the exercise of certain warrants to purchase the Company’s common stock, in accordance with Nasdaq Listing Rule 5635(d). The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 38,067,839 | 1,540,659 | 368,985 | 0 |
Proposal No. 2. Stockholders approved the issuance of up to an aggregate of 75,000,000 shares of the Company’s common stock issuable upon the conversion of the Senior Secured Promissory Note, as amended, entered into by the Company and Nirland Limited on August 6, 2024, in accordance with Nasdaq Listing Rule 5635(d). The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 35,000,998 | 4,608,682 | 367,802 | 0 |
Proposal No. 3. Stockholders approved the issuance of up to an aggregate of 58,000,000 shares of the Company’s common stock issuable upon the conversion of the convertible promissory note entered into by the Company and A.G.P./Alliance Global Partners on November 25, 2024, in accordance with Nasdaq Listing Rule 5635(d). The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 35,013,951 | 4,596,139 | 367,392 | 0 |
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: January 14, 2025 | CONDUIT PHARMACEUTICALS INC. | |
| By: | /s/ David Tapolczay | |
| Name: | David Tapolczay | |
| Title: | Chief Executive Officer | |