UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.02, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On November 12, 2024, Conduit Pharmaceuticals Inc. (the “Company”) determined, in conjunction with discussions with its advisors and Marcum LLP, the Company’s independent registered public accounting firm, that the Company’s previously issued unaudited financial statements, and notes related thereto, for the Subject Periods (as defined below) should no longer be relied upon due to the restatement described below pertaining to correct the reclassification of the Company’s deferred commission payable from a long term liability to a current liability.
In connection with the review of the Company’s financial statements as of and for the quarter ended September 30, 2024, it was determined that changes in the Company’s previously issued unaudited interim financial statements as of and for (i) the three months ended March 31, 2024 and (ii) the three and six months ended June 30, 2024 (collectively, (i) and (ii), the “Subject Periods”) are required to be made solely to the condensed consolidated balance sheets with respect to the classification of its deferred commission payable, which was previously classified as a long term liability and should have been classified as a current liability. Such reclassification did not have any impact on the total liabilities of the Company as of March 31, 2024 and June 30, 2024.
As a result, the Company plans to address the restatement and adjustment of its unaudited financial statements, and notes related thereto for the Subject Periods in amendments to the Quarterly Reports on Form 10-Q for the Subject Periods.
The Company’s management and members of the Audit Committee of the Board of Directors have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm.
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: November 14, 2024 | CONDUIT PHARMACEUTICALS INC. | |
| By: | /s/ David Tapolczay | |
| Name: | Dr. David Tapolczay | |
| Title: | Chief Executive Officer | |