3//SEC Filing
Nirland Ltd 3
Accession 0001213900-24-068299
CIK 0001896212other
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 4:30 PM ET
Size
12.4 KB
Accession
0001213900-24-068299
Insider Transaction Report
Form 3
Stockton Ltd
10% Owner
Holdings
- 12,500,000
Common Stock, par value $0.0001 per share
Common Stock Warrant
Exercise: $11.50→ Common Stock (2,000,000 underlying)
Rowland Master Trust
10% Owner
Holdings
- 12,500,000
Common Stock, par value $0.0001 per share
Common Stock Warrant
Exercise: $11.50→ Common Stock (2,000,000 underlying)
Dovet Ltd
10% Owner
Holdings
- 12,500,000
Common Stock, par value $0.0001 per share
Common Stock Warrant
Exercise: $11.50→ Common Stock (2,000,000 underlying)
Nirland Ltd
10% Owner
Holdings
- 12,500,000
Common Stock, par value $0.0001 per share
Common Stock Warrant
Exercise: $11.50→ Common Stock (2,000,000 underlying)
Footnotes (3)
- [F1]Reflects 12,500,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Conduit Pharmaceuticals Inc., formerly Murphy Canyon Acquisition Corp. (the "Issuer") issued to Nirland Limited, a company registered in Guernsey with company number 58804 of The Old Stables Rue a L'Or, St Peter Port, GUERNSEY GY1 1QG ("Nirland Limited"), on August 6, 2024, in connection with that certain Senior Secured Promissory Note, dated as of August 5, 2024, in substantially the form as the form of senior secured promissory note filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on August 7, 2024.
- [F2]Reflects 2,000,000 shares of Common Stock of the Issuer (the "Warrant Shares"), issuable upon exercise of that certain Common Stock Warrant, in substantially the form as the form of warrant filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 13, 2023 (the "Warrant"), issued by the Issuer in favor of Nirland Limited, which became exercisable at any time beginning thirty (30) days after the completion of the initial business combination (the "Business Combination") and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.
- [F3]Nirland Limited is wholly owned by Stockton Limited, a company registered in Guernsey ("Stockton Limited"), which is wholly owned by The Rowland Master Trust, a Guernsey trust ("The Rowland Master Trust"). Dovet Limited, a company registered in Guernsey ("Dovet Limited"), is the sole trustee of The Rowland Master Trust. By virtue of these relationships, each of Stockton Limited, The Rowland Master Trust and Dovet Limited may be deemed to share beneficial ownership of the securities held of record by Nirland Limited.
Documents
Issuer
CONDUIT PHARMACEUTICALS INC.
CIK 0001896212
Entity typeother
IncorporatedGuernsey
Related Parties
1- filerCIK 0001994188
Filing Metadata
- Form type
- 3
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 4:30 PM ET
- Size
- 12.4 KB