United States securities and exchange commission logo





                            May 31, 2023

       Jack K. Heilbron
       Chief Executive Officer
       Murphy Canyon Acquisition Corp.
       4995 Murphy Canyon Road, Suite 300
       San Diego, CA 92123

                                                        Re: Murphy Canyon
Acquisition Corp.
                                                            Registration
Statement on Form S-4
                                                            Filed May 12, 2023
                                                            File No. 333-271903

       Dear Jack K. Heilbron:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4 filed May 12, 2023

       Cover Page

   1.                                                   Please revise your
disclosure in each place where you discuss possible redemption
                                                        scenarios, starting on
the cover page, to clearly state that 11,037,272 shares of MURF
                                                        Class A common stock
have already been redeemed. In connection with such disclosure,
                                                        please also provide
what percentage of the MURF Class A common stock subject to
                                                        possible redemption
this amount represents.
       Summary of the Material Terms of the Transaction, page 4

   2.                                                   We note your response
to prior comment 10 and reissue in part. Please revise here, and
                                                        each place where the
differing interests of the directors and officers of MURF compared
                                                        to those of MURF
stockholders are discussed, to quantify any financial benefit that Mr.
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
May        NameMurphy Canyon Acquisition Corp.
     31, 2023
May 31,
Page 2 2023 Page 2
FirstName LastName
         Heilbron may receive in connection with the business combination by
virtue of his
         membership in the Sponsor entity.
Questions and Answers about the Business Combination and Proposals
Q. How is the payment of the deferred underwriting commissions..., page 8

3.       We note the new Q&A provided on page 8 reflecting the deferred
underwriting
         commission to be paid upon consummation of the business combination as
a percentage of
         cash left in the trust account following redemptions. We also note
that you have stated that
         the percentage is "not applicable" assuming 100% redemptions. Please
revise this
         disclosure to include a percentage exceeding 100% if the amount to be
paid in
         commissions will exceed the cash left in the trust account. Please
also include disclosure
         to then explain how the deferred underwriting commission will be paid
in this case.
Q. Do I have redemption rights?, page 9

4.       We note that Conduit is not required to consummate the Transactions if
there is not at
         least $27 million of cash available to be released from the trust
account after giving effect
         to payment of amounts that MURF will be required to pay to redeeming
stockholders
         upon consummation of the business combination. Please revise your
disclosure in this
         Q&A and elsewhere to discuss how the redemption payment of $114.1
million already
         made from the trust account for the pre-combination redemption of
11,037,272 shares of
         MURF Class A common stock has impacted the balance in the trust
account and the
         balance that will remain in the account at each of the redemption
scenarios discussed
         elsewhere.
Opinion of ValueScope, Inc., page 53

5.       We note your response to our prior comments related to the ValueScope
opinion, and the
         related revisions made in the filing. Please respond to the following
comments and revise
         the related disclosures, where appropriate.
         1. For your Indirect Investment Regarding the Covid Asset as disclosed
on F-16, please
               explain to us why the residual revenue share for Conduit, after
the 30% under the
               agreement, and further reduced by the 5% under the Cizzle
agreement, and 8%
               under the Vela agreement was not considered in the valuation.
Please revise page 62
               to clarify the royalty rates used to determine Conduit's implied
enterprise value do
               not consider these limitations, as stated in your response to
comment number 24.
         2. You disclose on page 141 that Conduit does not intend to continue
to fund or
               otherwise development AZD1656 for Covid. Please revise to
provide prominent
               disclosures of this fact in your valuation disclosures, and
anywhere the Covid asset
               is discussed, considering the Covid asset is your highest valued
project. Please also
               consider disclosing the related impact, if any, under the Cizzle
and Vela agreements
               and any other agreement which is affected by ceasing development
of the Covid
               asset.
         3. You disclose on page 56 that eight of the indications may be
addressed by future
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
May        NameMurphy Canyon Acquisition Corp.
     31, 2023
May 31,
Page 3 2023 Page 3
FirstName LastName
               product candidates (glioma, psoriasis, Crohn   s disease, lupus,
sarcoidosis, diabetic
               wound healing, idiopathic pulmonary fibrosis and nonalcoholic
steatohepatitis).
               Please prominently disclose in the filing (e.g. the table on
page 54 and elsewhere)
               the eight indications which may be addressed by future product
candidates that were
               used in the total valuation.
Comparable Public Companies Selected for Beta Analysis, page 57

6.       We note your response to prior comment 25 and reissue in part. Please
revise to discuss
         how ValueScope considered the differing stages of operations between
Conduit and the
         companies identified here in concluding that these were "comparable"
public companies.
         In this regard, we note that your revised disclosure states these
companies have similar
         "risk profiles" to Conduit, but disclosure directly above this states
that Conduit faces
         "additional risks" when compared to these companies. Please further
clarify why these
         companies were selected as "comparable" to Conduit and how any
differences in the
         current scale of operations were considered by ValueScope in their
analysis. Please also
         discuss, where appropriate, how the board considered these factors
when reviewing the
         fairness opinion provided by ValueScope and in approving the business
combination.
Certain Unaudited Conduit Prospective Financial Information, page 62

7.       We note your response to prior comment 28, but do not note revised
disclosure responsive
         to this comment. Please further revise your disclosure to:
             Clearly state when these projections were prepared and
management's reasons for
              producing the projections. To the extent that a material amount
of time has passed
              since the projections were prepared, disclose whether these
projections still reflect
              management   s views on future performance.
             Disclose all material assumptions used to develop the projections,
including assumed
              timing of regulatory approvals for Conduits' product candidates,
the length of time
              from approval to commercial availability, assumptions about
market acceptance /
              penetration rates, market growth rates and the impact of
competition.
             Explain why Conduit prepared projections for 11 years and discuss
any associated
              risks related to projections covering operating results over this
time period.
Background of the Business Combination, page 66

8.       Please further revise this section to state, if true, that the lead
individual at A.G.P
         responsible for advising Murphy Canyon was different from the lead
individual at A.G.P
         responsible for advising Conduit on this transaction.
Approval of the Transactions by Conduit's Board of Directors
Interests of the Sponsor and MURF's Directors and Officers in the Business
Combination, page
72

9.       We note your response to prior comment 34 and the following statement
added to page
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
May        NameMurphy Canyon Acquisition Corp.
     31, 2023
May 31,
Page 4 2023 Page 4
FirstName LastName
         73: "The MURF Board determined that Mr. Heilbron   s control of the
Sponsor and the
         financial benefits he would individually gain as a result of the
Merger does not entitle him
         to benefits different from those that would be enjoyed by the Sponsor,
except as disclosed
         above." Please revise this statement to explain how Mr. Heilbron's
conflicts of
         interest listed on page 72 were considered by the Board when
determining how to vote in
         relation to the merger agreement. As drafted it is unclear how the
Board considered the
         listed information.
10.      We note your response to prior comment 35 and reissue. Please disclose
how the board
         considered the waived corporate opportunities doctrine in determining
to approve and
         recommend the merger agreement.
Unaudited Pro Forma Condensed Combined Financial Information, page 87

11.      We note your response to prior comment 39; however, we could not
locate any revised
         disclosure responsive to this comment. Please revise your disclosure
in the tables on
         pages 89 and 90 to include the Private Placement Investor's shares or
advise.
Management of New Conduit following the Business Combination, page 105

12.      For the background disclosure of Ms. McNealey, please include the
years of her
         occupations listed on page 106. In addition, for Mses. McNealey and
Farley, briefly
         discuss the specific experience, qualifications, attributes or skills
that led to the conclusion
         that each individual should serve as a director. Refer to Item 401 of
Regulation S-K for
         guidance.
Business of Conduit Pharmaceuticals Limited, page 134

13.      Please revise your disclosure to clearly disclose the current
development status of each of
         the five indications subject to project funding agreements listed on
page 135 and clarify
         what regulatory steps must still be completed before commercialization
of these
         candidates may be achieved. Please also disclose any development
activities conducted
         by Conduit specifically in relation to the listed candidates since
inception. In this regard
         we note the company's research and development expenses for the years
ended December
         31, 2021 and 2022. To the extent no developmental activities have been
conducted by
         Conduit to date, please include an affirmative statement to that
effect. In addition, please
         clarify what activities Conduit is expected to undertake in relation
to the five project
         funding agreements, as the disclosure that "St George Street granted
Conduit the exclusive
         first right to provide to St George Street, or procure the provision
of, all funding for the
         performance of a drug discovery and/or development project" implies
that Conduit only
         finances the projects, rather than conducting its own development
activities and
         clinical trials.
14.      Please revise your disclosure to state where AstraZeneca conducted the
pre-clinical and
         clinical trials to be relied on by Conduit, as discussed throughout
this section. To the
         extent the trials were conducted outside of the United States, please
clarify that the FDA
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
May        NameMurphy Canyon Acquisition Corp.
     31, 2023
May 31,
Page 5 2023 Page 5
FirstName LastName
         may not accept such data and that additional trials may be required,
resulting in additional
         costs and time.
15.      We note your response to prior comment 45 and reissue. Please revise
your disclosure
         to clarify the scope, size and design of the trial; the primary and
secondary endpoints, as
         applicable; whether the studies or trials were powered to show
statistical significance; and
         whether any adverse side effects were observed when discussing the
Phase I trials
         conducted by AstraZeneca for your product candidates. In the event
AstraZeneca has not
         provided such information to Conduit, please clarify and explain how
this lack of
         information will impact the company's development activities.
16.      We note your response to our prior comment 47 and we reissue the
comment in relation to
         the following:
             your statement on page 134 regarding Conduit's mission to
"accelerate" the
              development of new treatments for patients;
             your statement on page 135 regarding the reduction of development
timelines; and
             your statement on page 140 that Conduit believes that both HT and
Graves' disease
              may be investigated separately with "relatively short clinical
trials of approximately
              3-4 months in duration."
Our Strategy, page 135

17.      We note your statement that you intend to out-license your candidates
as a
         commercialization strategy "following successful clinical trials."
Please revise this and
         similar statements throughout the Business section to remove the
implication that your
         clinical trials will necessarily be successful, as such statements are
premature and
         regulatory approvals are not entirety within the company's control.
Strategic Alliances and Arrangements, page 135

18.      Please revise your disclosure of the Global Funding Agreement with St
George Street to
         provide a more fulsome discussion of the material terms, including the
aggregate amount
         of fees paid or received to date, the percentage of revenue sharing
Conduit will receive,
         and the term and termination provisions.
Market Overview
Global Pharmaceutical Industry, page 137

19.      Please revise page 138 to include footnote 2, as referenced at the end
of the sentence
         preceding the graphics.
AZ1656 in Autoimmune Diseases, page 139

20.      Please remove the following statements from pages 140-143, as each
appears premature
         and unsupported by clinical data at this stage of development:
             "...management believes that AZD1656 may provide a treatment
option for HT
             and/or Graves    disease with fewer negative side effects when
compared to the
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
May        NameMurphy Canyon Acquisition Corp.
     31, 2023
May 31,
Page 6 2023 Page 6
FirstName LastName
             currently available treatment options.
               "We believe that AZD1656 has the potential to treat uveitis
without the serious side
             effects of the current treatment using steroids."
             "We believe that AZD1656 has the potential to decrease rejection
in kidney
             transplant patients as we believe AZD1656 facilitates the immune
system in
             tolerating or accepting the transplanted kidney."
             "We believe that AZD1656 may be able to help maintain a pregnancy
for longer,
             which would reduce the number of babies that are born prematurely
and thereby
             reduce the costs and expenses associated with preterm labor for
both the mother and
             child."
             "We believe that there is clinical and biological evidence that
suggests AZD1656
             may be effective treating other autoimmune diseases, include
systemic lupus
             erythematosus, rheumatoid arthritis, multiple sclerosis, motor
neuron disease and
             amyotrophic lateral sclerosis."
         Alternatively, please provide data to support each belief.
Our Initial Pipeline: AZD1656 and AZD5904, page 139

21.      We note the pipeline table on page 139. Please revise to address the
following:
             Remove the first row relating to the AZD1656, as you disclose on
page 141
            that Conduit does not intend to continue to fund or otherwise
further develop
            AZD1656 for Covid-19;
             Provide footnotes to indicate the importance of the colors of the
bars in the table;
             Revise the table to show the current stage of development of each
indication, rather
            than a future stage of development. In this regard we note your
disclosure prior to the
            table which states that "the table below sets forth the anticipated
stage for the further
            development" of the clinical assets.
             Explain your disclosure prior to the table which states that the
table does not reflect
            the pre-clinical or clinical trials that have been conducted by
third-parties to date.
            Based on the disclosure throughout the document, it appears Conduit
is relying on
            pre-clinical and clinical trials conducted by AstraZeneca for each
of the listed
            indications.
22.      We note your response to prior comment 49. Please revise your
disclosure related to the
         potential market values for each indication discussed in this section
to identify the names
         of the sources management relied upon in reaching these conclusions,
as you have done in
         your response.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Conduit Pharmaceuticals Limited
Results of Operations
Research and development expenses, page 161

23.      Please revise your discussion here for your research and development
expenses to clarify
         you do not expect research and development expense for clinical
research into COVID-19
 Jack K. Heilbron
Murphy Canyon Acquisition Corp.
May 31, 2023
Page 7
      in future results of operations. In addition, please revise the
disclosures on pages 143 and
      161 for consistency to clarify the reason for fluctuations in research
and development
      expense.
12. Subsequent Events
Convertible Loan Note Instruments, page F-20

24.   Disclose the significant terms, including the conversion rate, for the
convertible notes
      issued subsequent to December 31, 2022.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Li Xiao at 202-551-4391 or Mary Mast at 202-551-3613 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Tyler Howes at 202-551-3370 or Laura Crotty at 202-551-7614 with any other
questions.



                                                            Sincerely,
FirstName LastNameJack K. Heilbron
                                                            Division of
Corporation Finance
Comapany NameMurphy Canyon Acquisition Corp.
                                                            Office of Life
Sciences
May 31, 2023 Page 7
cc:       Avital Perlman, Esq.
FirstName LastName