0001493152-23-033782.txt : 20230926 0001493152-23-033782.hdr.sgml : 20230926 20230926173747 ACCESSION NUMBER: 0001493152-23-033782 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230922 FILED AS OF DATE: 20230926 DATE AS OF CHANGE: 20230926 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corvus Capital Ltd. CENTRAL INDEX KEY: 0001990829 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41245 FILM NUMBER: 231281411 BUSINESS ADDRESS: STREET 1: WILLOW HOUSE, CRICKET SQUARE PO BOX 709 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1 - 1107 BUSINESS PHONE: 44 7766 766766 MAIL ADDRESS: STREET 1: WILLOW HOUSE, CRICKET SQUARE PO BOX 709 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1 - 1107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Regan Andrew CENTRAL INDEX KEY: 0001991325 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41245 FILM NUMBER: 231281412 MAIL ADDRESS: STREET 1: LE MANOIR DE LURIN CITY: SAINT BARTHELEMY STATE: Z0 ZIP: 97133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Algo Holdings, Inc. CENTRAL INDEX KEY: 0001991236 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41245 FILM NUMBER: 231281410 BUSINESS ADDRESS: STREET 1: 100 W. CYPRESS CREEK ROAD, STE. 640 CITY: FORT LAUDERDALE STATE: NY ZIP: 33309 BUSINESS PHONE: 1 (954) 294-9421 MAIL ADDRESS: STREET 1: 100 W. CYPRESS CREEK ROAD, STE. 640 CITY: FORT LAUDERDALE STATE: NY ZIP: 33309 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONDUIT PHARMACEUTICALS INC. CENTRAL INDEX KEY: 0001896212 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 873272543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4995 MURPHY CANYON ROAD, SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: (760) 471 8536 MAIL ADDRESS: STREET 1: 4995 MURPHY CANYON ROAD, SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92123 FORMER COMPANY: FORMER CONFORMED NAME: Murphy Canyon Acquisition Corp. DATE OF NAME CHANGE: 20211130 3 1 ownership.xml X0206 3 2023-09-22 0 0001896212 CONDUIT PHARMACEUTICALS INC. CDT 0001991325 Regan Andrew 4995 MURPHY CANYON ROAD, SUITE 300 SAN DIEGO CA 92123 1 0 1 0 0001990829 Corvus Capital Ltd. 4995 MURPHY CANYON ROAD, SUITE 300 SAN DIEGO CA 92123 0 0 1 1 See Responses 0001991236 Algo Holdings, Inc. 4995 MURPHY CANYON ROAD, SUITE 300 SAN DIEGO CA 92123 0 0 1 1 See Responses Common Stock, par value $0.0001 per share ("Shares") 66650 D Shares 45527149 I See footnotes 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." 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. 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 2023-09-26 Corvus Capital Ltd. /s/ Andrew Regan, Chief Executive Officer 2023-09-26 Algo Holdings, Inc. /s/ Alexander Lambert, Sole Director 2023-09-26