| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Conduit Pharmaceuticals Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
20678X106 (CUSIP Number) |
01/13/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 20678X106 |
| 1 | Names of Reporting Persons Nirland Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization GUERNSEY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,350,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.979 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 20678X106 |
| 1 | Names of Reporting Persons Stockton Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization GUERNSEY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,350,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.979 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 20678X106 |
| 1 | Names of Reporting Persons The Rowland Master Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization GUERNSEY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,350,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.979 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 20678X106 |
| 1 | Names of Reporting Persons Dovet Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization GUERNSEY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,350,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.979 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) Includes 15,350,000 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 in accordance with the terms of and upon conversion of that certain Senior Secured Promissory Note, dated August 6, 2024, as amended, entered into by the Issuer and 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"), and filed as Exhibits 4.1, 4.4 and 4.2 to the Issuer's Current Reports on Form 8-K filed with the SEC on August 7, 2024, November 1, 2024, and November 25, 2024, respectively (collectively, the "Nirland Note"). Pursuant to the Nirland Note, Nirland Limited may convert up to 75,000,000 shares of Common Stock subject to the terms thereof.
(2) 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.
(3) Such percentage is based on an aggregate of 153,830,170 shares of Common Stock issued and outstanding as of January 10, 2025, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(5) with Registration No. 333-282802, filed with the SEC on January 15, 2025.
(4) Pursuant to the terms of the Nirland Note, the Reporting Person cannot convert the Note for shares of Common Stock to the extent the Reporting Person would beneficially own, after any such conversion or exercise, more than 9.99% of the outstanding shares of Common Stock (the "Blockers"), and the percentage set forth in row (11) and the securities reported in rows (6), (8) and (9) gives effect to the Blockers.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Conduit Pharmaceuticals Inc. | |
| (b) | Address of issuer's principal executive
offices: 4995 Murphy Canyon Road, Suite 300, San Diego, CA 92123 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by the following entities and individuals (collectively, referred to as the "Reporting Persons"):
Nirland Limited, a company registered in Guernsey;
Stockton Limited, a company registered in Guernsey;
The Rowland Master Trust, a Guernsey trust; and
Dovet Limited, a company registered in Guernsey.
Stockton Limited is the sole owner of Nirland Limited, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Nirland Limited. The Rowland Master Trust is the sole owner of Stockton Limited, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Nirland Limited. Dovet Limited is the sole trustee of The Rowland Master Trust, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Nirland Limited.
The Reporting Persons have entered into a Joint Filing Agreement, dated January 21, 2025, a copy of which was filed with this Schedule 13G on as Exhibit 99.1, pursuant to which the Reporting Persons agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons or the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein. | |
| (b) | Address or principal business office or, if
none, residence: The address of the business office of each of the Reporting Persons is The Old Stables, Rue a l'Or, St Peter Port, GY1 1QG, Guernsey. | |
| (c) | Citizenship: Each Reporting Person is registered in Guernsey. | |
| (d) | Title of class of securities: Common Stock, $0.0001 par value | |
| (e) | CUSIP No.: 20678X106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| (b) | Percent of class: Not Applicable % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Not Applicable | ||
| (ii) Shared power to vote or to direct the
vote: Not Applicable | ||
| (iii) Sole power to dispose or to direct the
disposition of: Not Applicable | ||
| (iv) Shared power to dispose or to direct the
disposition of: Not Applicable | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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