Item 1.01 Entry into a Material Definitive Agreement
As previously reported by Murphy Canyon Acquisition Corp., a Delaware
corporation (the "Company"), on Current Reports on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on November 8, 2022 and November
14, 2022, the Company entered into an Agreement and Plan of Merger, dated as of
November 8, 2022 (the "Original Merger Agreement"), with Conduit Merger Sub,
Inc., a newly-formed Cayman Islands exempted company and wholly-owned subsidiary
of the Company (the "Merger Sub") and Conduit Pharmaceuticals Limited, a Cayman
Islands exempted company ("Conduit"), pursuant to which, among other matters,
subject to the terms and conditions therein, the Company intends to consummate
its initial business combination with Conduit (the "Conduit Business
Combination"). Also as reported in the Current Reports on Form 8-K filed with
the SEC on November 8, 2022 and November 14, 2022, in connection with the
Conduit Business Combination the Company entered into a Subscription Agreement
(the "Subscription Agreement") with an accredited investor (the "Private
Placement Investor"). Pursuant to the Subscription Agreement, the Private
Placement Investor agreed to purchase $27 million worth of units of the
Company's securities, with each unit consisting of (i) one share of the
Company's class A common stock and (ii) one warrant to purchase one share of
class A common stock, for a purchase price of $10.00 per unit.
On January 27, 2023, the Company entered into an Amendment to Agreement and Plan
of Merger (the "Merger Amendment" and, together with the Original Merger
Agreement, the "Merger Agreement") with Merger Sub and Conduit. The Merger
Amendment provides for only one class of authorized common stock of the Company
following the Conduit Business Combination, instead of both authorized Class A
common stock and Class B common stock as set forth in in the Original Merger
Agreement. The Merger Amendment also provides, among other things, for resale
registration rights to the Company's sponsor, Murphy Canyon Acquisition Sponsor,
LLC, for 4,060,250 shares of common stock and 754,000 shares of common stock
issuable upon exercise of existing warrants.
Also on January 27, 2023, the Company entered into an amendment to subscription
agreement (the "Subscription Amendment") with the Private Placement Investor to
clarify that the Company will only have one class of authorized common stock
following the Conduit Business Combination and to amend and restate the warrants
to be issued to the Private Placement Investor accordingly (the "Amended and
Restated Warrants").
The foregoing descriptions of the Merger Amendment, Subscription Amendment and
Amended and Restated Warrants are qualified in their entirety by reference to
the Merger Amendment, form of Subscription Amendment and form of Amended and
Restated Warrant, copies of which are filed as Exhibits 2.1, 10.1 and 4.1,
respectively, to this Form 8-K, and the terms of which are incorporated herein
by reference.
Important Information About the Proposed Conduit Business Combination and Where
to Find It
This Form 8-K relates to a proposed business combination transaction among the
parties referred to above and herein as the Conduit Business Combination. A full
description of the terms of the Conduit Business Combination will be provided in
a Registration Statement on Form S-4 (the "Registration Statement") that the
Company intends to file with the SEC that will include a prospectus of the
Company with respect to the securities to be issued in connection with the
proposed merger and a proxy statement of the Company with respect to the
solicitation of proxies for the special meeting of stockholders of the Company
to vote on the Conduit Business Combination. Each of the Company and Conduit
urges its investors, stockholders and other interested persons to read, when
available, the preliminary proxy statement/prospectus as well as other documents
filed with the SEC because these documents will contain important information
about the Company, Conduit and the Conduit Business Combination. After the
Registration Statement is declared effective, the definitive proxy
statement/prospectus to be included in the Registration Statement will be mailed
to stockholders of the Company as of a record date to be established for voting
on the Conduit Business Combination. Once available, the Company's stockholders
and other interested persons will also be able to obtain a copy of the
Registration Statement, including the proxy statement/prospectus included
therein, and other documents filed with the SEC, without charge, on the SEC's
website at www.sec.gov or by directing a request to Murphy Canyon Acquisition
Corp., 4995 Murphy Canyon Road, Suite 300, San Diego, California, 92123.
Participants in Solicitation
The Company, Conduit and their respective directors and executive officers may
be deemed participants in the solicitation of proxies of the Company's
stockholders in respect of the proposed merger. The Company's stockholders and
other interested persons may obtain more detailed information about the names
and interests of these directors and officers of the Company (and as applicable,
Conduit) in the Conduit Business Combination as set forth in the Company's final
prospectus relating to its initial public offering, dated February 2, 2022,
which was filed with the SEC on February 4, 2022, and in filings with the SEC,
including when filed, the Registration Statement and the accompanying proxy
statement/prospectus. These documents can be obtained free of charge from the
sources specified above and at the SEC's web site at www.sec.gov.
This communication does not contain all the information that should be
considered concerning the Conduit Business Combination and is not intended to
form the basis of any investment decision or any other decision in respect of
the Conduit Business Combination. Before making any voting or investment
decision, investors and security holders are urged to read the Registration
Statement and accompanying proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the
proposed merger as they become available because they will contain important
information about the proposed merger.
No Offer or Solicitation
This Form 8-K is not a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Conduit Business Combination.
This Form 8-K is not an offer to sell or the solicitation of an offer to buy any
securities, nor will there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act, as
amended, or an exemption therefrom.
Forward-Looking Statements
This Form 8-K, exhibits hereto and information incorporated by reference herein,
contain certain forward-looking statements within the meaning of the federal
securities laws with respect to the Conduit Business Combination. All statements
other than statements of historical facts contained in this Form 8-K, including
statements regarding the Company's or Conduit's future results of operations and
financial position, the amount of cash expected to be available to Conduit after
the closing and giving effect to any redemptions by the Company's stockholders,
Conduit's business strategy, prospective product candidates, product approvals,
research and development costs, timing and likelihood of success, plans and
objectives of management for future operations, future results of current and
anticipated product candidates, and expected use of proceeds, are
forward-looking statements. These forward-looking statements generally are
identified by words such as "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. These forward-looking statements are subject to a number of
risks, uncertainties and assumptions, including, but not limited to, the
following risks relating to the proposed transaction: the occurrence of any
event, change or other circumstances that could give rise to the termination of
the Merger Agreement; the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of the Company's
securities; the inability to complete the Conduit Business Combination and
transactions contemplated thereby (the "Transactions"), including due to failure
to obtain approval of the stockholders of the Company or other conditions to
closing in the Merger Agreement; the inability to maintain the listing of the
Company's securities on Nasdaq prior to the Transactions; the inability to
obtain or maintain the listing of the Company's securities on Nasdaq following
the Transactions; the risk that the Transactions disrupt current plans and
operations of Conduit as a result of the announcement and consummation of the
Transactions; the ability to recognize the anticipated benefits of the
Transactions, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth economically and hire
and retain key employees; the risks that Conduit's product candidates in
development fail clinical trials or are not approved by the U.S. Food and Drug
Administration or other applicable authorities; costs related to the
Transactions; changes in applicable laws or regulations; the possibility that
the Company or Conduit may be adversely affected by other economic, business,
and/or competitive factors; potential redemptions of the Company's public
stockholders; and other risks and uncertainties to be identified in the
Registration Statement and accompanying proxy statement/prospectus (when
available) relating to the Transactions, including those under the section
titled "Risk Factors" therein, and in other filings with the SEC made by the
Company. Moreover, the Company and Conduit operate in very competitive and
rapidly changing environments. Because forward-looking statements are inherently
subject to risks and uncertainties, some of which cannot be predicted or
quantified and some of which are beyond the Company's and Conduit's control, you
should not rely on these forward-looking statements as predictions of future
events. Forward-looking statements speak only as of the date they are made.
Investors are cautioned not to put undue reliance on forward-looking statements,
and except as required by law. the Company and Conduit assume no obligation and
do not intend to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither the Company nor
Conduit gives any assurance that either the Company or Conduit or the combined
company will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
2.1 Amendment to Merger Agreement dated as of January 27, 2023, by and
among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc. and
Conduit Pharmaceuticals Limited
4.1 Form of Amended and Restated Warrant
10.1 Form of Amendment to Subscription Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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