| Nature of the Business, Basis of Presentation and Summary of Significant Accounting Policies | 1. Nature of the Business, Basis of Presentation and Summary of Significant Accounting Policies Conduit
Pharmaceuticals Inc., a Delaware corporation, (“Conduit” or the “Company”) is a clinical-stage specialty biopharmaceutical
company that was formed to facilitate the development and commercialization of clinical assets that have not been, or are not being,
prioritized by leading biopharmaceutical companies in order to develop pharmaceutical products that meet the unmet medical needs of patients. The
Company’s current development pipeline includes a glucokinase activator, which is Phase II ready in autoimmune diseases including
uveitis, Hashimoto’s Thyroiditis, preterm labor and renal transplant rejection. The Company’s development pipeline also includes
a potent, irreversible inhibitor of human Myeloperoxidase (MPO) that has the potential to treat idiopathic male infertility. Merger
Agreement On
September 22, 2023 (the “Closing Date”), a merger transaction between Conduit Pharmaceuticals Limited (“Old
Conduit”), Murphy Canyon Acquisition Corp (“MURF”) and Conduit Merger Sub, Inc., a Cayman Islands exempted company
and a wholly owned subsidiary of MURF (“Merger Sub”), was completed (the “Merger”, see Note 3) pursuant to
the initial merger agreement dated November 8, 2022 and subsequent amendments to the merger agreement dated January 27, 2023 and May
11, 2023 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, on the Closing Date, (i) Merger Sub
merged with and into Old Conduit, with Old Conduit surviving the merger as a wholly-owned subsidiary of MURF, and (ii) MURF changed
its name from Murphy Canyon Acquisition Corp. to Conduit Pharmaceuticals Inc. The common stock of the Company commenced trading on
The Nasdaq Global Market under the symbol “CDT” on September 25, 2023, and the
Company’s warrants commenced trading on The Nasdaq Capital Market under the symbol
“CDTTW” on September 25, 2023. The
Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”). Under the reverse recapitalization method, MURF was treated as the acquired company for financial
reporting purposes, and the Company, the accounting acquirer, was assumed to have issued shares of stock for the net assets of MURF,
with no goodwill or other intangible assets recorded. This determination is primarily based on the following predominant factors:
(i) post-closing, the Company’s stockholders have a majority of the voting power of the combined company and ability to elect
the members of the combined company’s Board of Directors (“Board”); (ii) the on-going operations post-merger will
comprise those of Conduit; and (iii) all of the senior management of the combined company, except for the Chief Financial Officer,
will be members of the management of the Company. As a result of the Merger, MURF was renamed “Conduit Pharmaceuticals
Inc.” The board of directors of MURF and Conduit each approved the Merger. Basis
of Presentation The
accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with U.S. GAAP as set forth by the Financial Accounting Standards Board
(“FASB”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).
References to U.S. GAAP issued by the FASB in these notes to the accompanying unaudited condensed consolidated financial statements are
to the FASB Accounting Standards Codifications (“ASC”) and Accounting Standards Update (“ASUs”). Unaudited
Interim Financial Information The
accompanying interim unaudited condensed consolidated financial statements included in this quarterly report have been prepared in
accordance with U.S. GAAP and, in the opinion of the Company, contain all adjustments, consisting of only normal recurring
adjustments, necessary for a fair statement of its financial position as of September 30, 2023, and its results of operations for
the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022.
The condensed consolidated balance sheet at December 31, 2022, was derived from the audited annual financial statements but does not
contain all of the footnote disclosures from the annual financial statements. The
functional currency of the Company is the British pound sterling. The accompanying financial statements are reported in United States
Dollars, the reporting currency of the Company. Liquidity
and Going Concern Since
its inception, and in line with its growth strategy, the Company has prepared its financial statements assuming it will continue as a
going concern. As of September 30, 2023, the Company had an accumulated deficit of $ 13.1
million. For the nine months ended September
30, 2023 and September 30, 2022, the Company had net losses of $ 2.3 1.8 million, respectively, and
cash used in operating activities of $ 2.9 1.4 As
further discussed in Note 3, on September 22, 2023, the Company completed the Merger, that included a private placement of an aggregate
amount of $ 20.0
million of the Company’s shares of common
stock (referred to as the “PIPE”). The proceeds received from the Merger and PIPE, net of transaction costs, totaled $ 8.5 The
Company has raised and plans on raising further funds through the issuance of its common stock. While
the Company believes in the viability of its ability to raise additional funds, there can be no assurances to that effect. These matters
raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue
date of this Quarterly Report. These financial statements have been prepared assuming the Company will continue as a going concern and do not include
adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities
that may result from the outcome of this uncertainty. Risks
and Uncertainties The
Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to
commercialization of competitor products, regulatory approvals, dependence on key products, dependence on key customers and suppliers,
and protection of intellectual property rights. Clinical assets currently under development will require significant additional research
and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These
efforts will require significant amounts of additional capital, adequate personnel, infrastructure, and extensive compliance and reporting
capabilities. Even if the Company’s efforts are successful, it is uncertain when, if ever, the Company will realize significant
revenue from product sales. In
addition, on March 11, 2020, the World Health Organization declared the Coronavirus Disease 2019 (“COVID-19”) a global pandemic.
The pandemic has been a highly disruptive economic and societal event that remains unpredictable. Its duration and extent continue to
be dependent on various developments, such as the emergence of variants to the virus that may cause additional strains of COVID-19, the
administration and ultimate effectiveness of vaccines, and the eventual timeline to achieve a sufficient level of herd immunity among
the general population. Accordingly, the COVID-19 pandemic may continue to have negative effects on the health of the U.S. and other
economies for the foreseeable future. As
this crisis has unfolded, the Company has continued to monitor conditions and adapt its operations to meet federal, state, and local
standards. The Company cannot predict the duration or severity of the COVID-19 pandemic or its ultimate impact on the broader economy
or the Company’s operations and liquidity. Due
to the pandemic, all clinical trials in the United Kingdom that were not related to COVID-19 were put on hiatus for significant portions
of the nine months ended September 30, 2022. As a result, during the hiatus, the Company shifted its activities to focus on clinical trials related to COVID-19. Summary
of Significant Accounting Policies Cash
and Cash Equivalents Cash
and cash equivalents are primarily maintained with major financial institutions in the United Kingdom and Switzerland. The Company considers
cash equivalents to be short-term, highly liquid investments that (a) are readily convertible into known amounts of cash, (b) are traded
and held for cash management purposes, and (c) have original maturities of three months or less at the time of purchase. The Switzerland
bank accounts holding cash balances are uninsured. The Company has not experienced any losses on this account through the nine months ended
September 30, 2023. The
Company had $ 8.6 no Use
of Estimates The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the
financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates are based on
several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of
loss, general economic conditions and trends, and the assessment of the probable future outcome. Subjective and significant
estimates include, but are not necessarily limited to, the inputs used to determine the fair value of convertible notes payable, the
Cizzle Biotechnology Holdings PLC (“Cizzle”) and Vela Technologies PLC (“Vela”) options and the amount to
reserve for the related party loan receivable. Actual results could differ materially from such estimates. Estimates and assumptions
are reviewed periodically by management and changes in estimates are made as management becomes aware of changes in circumstances
surrounding the estimates. The effects of changes are reflected in the financial statements in the period that they are
determined. Fair
Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures Unobservable
inputs reflect the Company’s assumption about the inputs that market participants would use in pricing the asset or liability developed
based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels, based on the
inputs, as follows:
● Level
1—Valuations based on quoted prices for identical instruments in active markets. Since
valuations are based on quoted prices that are readily and regularly available in an active
market, valuation of these instruments does not entail a significant degree of judgment.
● Level
2— Valuations based on observable inputs other than quoted prices included in Level
1, such as quoted prices for either similar instruments in active markets, identical or similar
instruments in markets that are not active, or model-derived valuations whose inputs or significant
value drivers are observable or can be corroborated by observable market data.
● Level
3—Valuations based on inputs that are unobservable. These valuations require significant
judgment. The
Company’s Level 1 assets consist of cash and cash equivalents in the accompanying balance sheets and the value of accrued expenses
and other current liabilities approximate fair value due to the short-term nature of these assets and liabilities. As
of September 30, 2023, the Company has two financial liabilities, an option liability for which the fair value is determined based
on Level 3 inputs as such inputs are not readily observable, and a warrant liability for which the fair value is determined based on
Level 2 inputs as such inputs are based on observable inputs other than quoted prices. See Note 4 and Note 6 for further
information on the Company’s financial liabilities carried at fair value. Research
and Development and Funding Research
and development expenses consist primarily of costs incurred in connection with the research and development of our clinical assets
and programs. Funding expenses consist primarily of costs incurred in connection with the Company providing funding to St George Street
Capital (“SGSC”) to carry out its research and development activities. SGSC holds all licenses to conduct clinical research
through third party pharmaceutical companies. The Company expenses research and development costs and intangible assets acquired that
have no alternative future use as incurred. These expenses include:
● expenses
incurred under agreements with organizations that support the Company’s drug discovery
and development activities;
● expenses
incurred in connection with the preclinical and clinical development of the Company’s
clinical assets and programs, including under agreements with contract research organizations,
or CROs;
● costs
related to contract manufacturing organizations, or CMOs, that are primarily engaged to provide
drug substance and product for our clinical trials, research and development programs, as
well as investigative sites and consultants that conduct the Company’s clinical trials,
nonclinical studies and other scientific development services;
● the
costs of acquiring and manufacturing nonclinical and clinical trial materials, including
manufacturing registration and validation batches;
● employee-related
expenses, including salaries, related benefits and equity-based compensation expense, for
employees engaged in research and development functions;
● costs
related to compliance with quality and regulatory requirements;
● payments
made under third-party licensing agreements; and
● direct
and allocated costs related to facilities, information technology, personnel and other overhead. Advance
payments that we make for goods or services to be received in the future for use in research and development activities are recorded
as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or consumed or the related services are performed,
or until it is no longer expected that the goods will be delivered, or the services rendered. General
and Administrative Expenses General
and administrative expenses consist primarily of salaries and related costs for personnel in executive management, finance, corporate
and business development, and administrative functions. General and administrative expenses also include legal fees relating to patent
and corporate matters; professional fees for accounting, auditing, tax, and administrative consulting services; insurance costs;
administrative travel expenses and other operating costs. The
Company has incurred increased accounting, audit, legal, regulatory, compliance and director and officer insurance costs as well as investor
and public relations expenses associated with being a public company. The Company anticipates that its general and administrative expenses
will increase in the future as it increases its headcount to support the development of its clinical assets and programs and with
continued research and development activities. Income
Taxes ASC
Topic 740, Income Taxes Earnings/(Net
Loss) per Share Attributable to Common Stockholders The
Company calculates basic and diluted earnings/(net loss) per share
attributable to common stockholders using the two-class method under ASC Topic 260, Earnings Per Share Investments
in Equity Securities Investments in equity securities that have a readily determinable fair
value are reported at fair value. Changes in fair value between accounting periods are recorded in other income (expense), net, in the
unaudited condensed consolidated statements of operations and comprehensive income (loss). Realized gains or losses upon sale are recorded
in other income (expense), net, in the unaudited condensed consolidated statements of operations and comprehensive income (loss). The
Company did not hold any available for sale or trading securities as of September 30, 2023 or December 31, 2022. Warrants The Company determines whether warrants should be classified as equity or as liabilities in accordance with the guidance contained in
FASB ASC 815, “ Derivatives and Hedging”. Intangible
Assets Intangible
assets subject to amortization include a developed patent. The Company qualitatively evaluates intangible assets for impairment annually
or whenever events or changes in circumstances indicate that it is more likely than not the carrying amount of intangible assets may
exceed their implied fair values. The Company recorded an immaterial amount for the intangible asset and an immaterial amount of amortization
expense for the periods ended September 30, 2023 and September 30, 2022. As of September 30, 2023 and December 31, 2022, no indicators
of impairment of the intangible asset were identified. Related
Party Loan The loans made
to a related party is stated at a total principal amount of $ 0.8 0.1 0.6 0.1 0.6 no 12 Foreign
Currency Translation Monetary
assets and liabilities in the Company’s functional currency, the British pound, are re-measured into the reporting currency at
the rates of exchange prevailing at the reporting date. Income and expense transactions in the functional currency are re-measured into
the reporting currency at the average exchange rate prevailing during the reporting period. Non-monetary items in functional currency
are re-measured into the reporting currency at the historical exchange rate (i.e., the rate of exchange at the date of the transaction).
The gains or losses resulting from foreign currency translation are included in the statements of operations and comprehensive income
(loss). Emerging
Growth Company Status The
Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under
the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of
the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period
for complying with new or revised accounting standards that have different effective dates for public and private companies until the
earlier of the date that: (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended
transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with
the new or revised accounting pronouncements as of public company effective dates. Following the Merger, the Company will
remain an emerging growth company, as defined by the Jumpstart Our Business Startups act of 2012, until the earliest of (i) the last day
of the combined entity’s first fiscal year following the fifth anniversary of the completion of MURF’s initial public offering
(the “MURF IPO”), (ii) the last day of the fiscal year in which the combined entity has total annual gross revenue of at least
$1.235 billion, (iii) the last day of the fiscal year in which the combined entity is deemed to be a large accelerated filer, which means
the market value of the combined entity’s common stock that is held by non-affiliates exceeds $700.0 million as of the prior December
31st or (iv) the date on which the combined entity has issued more than $1.0 billion in non-convertible debt securities during the prior
three year period. | 1. Nature
of the Business, Basis of Presentation and Summary of Significant Accounting Policies Conduit
Pharmaceuticals Limited, formerly known as SGS Global Limited (“Conduit” or the “Company”), was incorporated
in the Cayman Islands as an exempted company in December 2018. Conduit
is a clinical-stage specialty biopharmaceutical company that was formed to facilitate the development and commercialization of clinical
assets that have not been, or are not being, prioritized by leading biopharmaceutical companies in order to develop pharmaceutical products
that meet the unmet medical needs of patients. The
Company’s current development pipeline includes a glucokinase activator, which is Phase II ready in autoimmune diseases including
uveitis, Hashimoto’s Thyroiditis, preterm labor and renal transplant rejection. The Company’s development pipeline also includes
a potent, irreversible inhibitor of human Myeloperoxidase (MPO) that has the potential to treat idiopathic male infertility. Merger
Agreement On
November 8, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) with Conduit Merger Sub, Inc. (“Merger
Sub”) and Murphy Canyon Acquisition Corp. (“MURF”), a publicly traded blank check special purpose acquisition company. Under
the terms of the Merger proposed in the Merger Agreement, a wholly owned subsidiary of Murphy will merge with the Company, with the Company
being the surviving company and therefore becoming, upon closing of the Merger Agreement, a wholly owned subsidiary of Murphy. The
Business Combination will be accounted for a reverse recapitalization in accordance with U.S. GAAP. Under the reverse recapitalization
method, MURF will be treated as the acquired company for financial reporting purposes, and the Company, the accounting acquirer, will
be assumed to have issued shares of stock for the net assets of MURF, with no goodwill or other intangible assets recorded. This determination
is primarily based on the following predominant factors: (i) post-closing, the Company’s shareholders are expected to have a majority
of the voting power of the combined company and ability to elect the members of the combined company’s Board of Directors (“Board”);
(ii) the on-going operations post-merger will comprise those of Conduit; and (iii) all of the senior management of the combined company,
except for the Chief Financial Officer, will be members of the management of the Company. As a result of the Business Combination, MURF
will be renamed “Conduit Pharmaceuticals Inc.” The board of directors of each MURF and Conduit have each approved the Business
Combination. The completion of the Business Combination, which is expected to occur in the second quarter of 2023, is subject
to a special resolution of the Company’s shareholders and approval of MURF’s stockholders of the respective entities and
the satisfaction or waiver of certain other customary closing conditions. Basis
of Presentation The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission. The functional currency
of the Company is the British pound sterling. The accompanying financial statements are reported in United States Dollars, the reporting
currency of the Company. Liquidity
and Going Concern Since
its inception, and in line with its growth strategy, the Company has prepared its financial statements assuming it will continue as a
going concern. Since its inception, the Company has incurred net losses and negative cash flows from operations. As of December 31, 2022,
and 2021, the Company had an accumulated deficit of $ 10.8 5.9 4.9 3.7 2.3 2.2 As
further discussed in Note 5 - Convertible Notes Payable, in the fourth quarter of 2022 the Company approved approximately $ 3.6 1.8 27 The
Company has raised and plans on raising further funds as set out above including through the above-mentioned convertible debt as well
as through the transactions contemplated by the Merger Agreement and the related PIPE transaction. There is currently no public market
for the Company’s ordinary shares. While the Company believes in the viability of its ability to raise additional funds, there
can be no assurances to that effect. These matters raise substantial doubt about the Company’s ability to continue as a going concern
for a period of twelve months from the issue date of this report. These financial statements have been prepared assuming the Company
will continue as a going concern and do not include adjustments to reflect the possible effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Risks
and Uncertainties The
Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to
commercialization of competitor products, regulatory approvals, dependence on key products, dependence on key customers and suppliers,
and protection of intellectual property rights. Clinical assets currently under development will require significant additional research
and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These
efforts will require significant amounts of additional capital, adequate personnel, infrastructure, and extensive compliance and reporting
capabilities. Even if the Company’s efforts are successful, it is uncertain when, if ever, the Company will realize significant
revenue from product sales. In
addition, on March 11, 2020, the World Health Organization declared the Coronavirus Disease 2019 (“COVID-19”) a global pandemic.
The pandemic has been a highly disruptive economic and societal event that remains unpredictable. Its duration and extent continue to
be dependent on various developments, such as the emergence of variants to the virus that may cause additional strains of COVID-19, the
administration and ultimate effectiveness of vaccines, and the eventual timeline to achieve a sufficient level of herd immunity among
the general population. Accordingly, the COVID-19 pandemic may continue to have negative effects on the health of the U.S. and other
economies for the foreseeable future. As
this crisis has unfolded, the Company has continued to monitor conditions and adapt its operations to meet federal, state, and local
standards. The Company cannot predict the duration or severity of the COVID-19 pandemic or its ultimate impact on the broader economy
or the Company’s operations and liquidity. Due
to the pandemic, all clinical trials in the United Kingdom that were not related to COVID-19 were put on hiatus through a significant
portion of the year ended December 31, 2021. During the year ended December 31, 2022, the hiatus As a result, during the hiatus, the
Company shifted its activities to focus on clinical trials related to COVID-19. Summary
of Significant Accounting Policies Cash
and Cash Equivalents Cash
and cash equivalents are primarily maintained with major financial institutions in the United Kingdom and Switzerland. The Company considers
cash equivalents to be short-term, highly liquid investments that (a) are readily convertible into known amounts of cash, (b) are traded
and held for cash management purposes, and (c) have original maturities of three months or less at the time of purchase. The Switzerland
bank accounts holding cash balances are uninsured. The Company has not experienced any losses on this account through the year ended
December 31, 2022. As
of December 31, 2022 and 2021, the Company did not hold any cash equivalents. Use
of Estimates The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates are based on several factors
including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic
conditions and trends, and the assessment of the probable future outcome. Subjective and significant estimates include, but are not necessarily
limited to, the inputs used to determine the fair value of convertible notes payable and the amount to reserve for the related party
loan receivable. Actual results could differ materially from such estimates. Estimates and assumptions are reviewed periodically by management
and changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. The effects of changes
are reflected in the financial statements in the period that they are determined. Fair
Value Measurements Accounting
Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework
for measuring fair value, and expands disclosures about fair value measurements. Fair value is to be determined based on the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market
for the asset or liability in an orderly transaction between market participants. In determining fair value, the Company used various
valuation approaches. A fair value hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs
are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent
of the Company. Unobservable
inputs reflect the Company’s assumption about the inputs that market participants would use in pricing the asset or liability developed
based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels, based on the
inputs, as follows:
● Level
1- Valuations based on quoted prices for identical instruments in active markets. Since valuations are based on quoted prices
that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree
of judgment.
● Level
2- Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for either similar
instruments in active markets, identical or similar instruments in markets that are not active, or model-derived valuations whose
inputs or significant value drivers are observable or can be corroborated by observable market data.
● Level
3- Valuations based on inputs that are unobservable. These valuations require significant judgment. The
Company’s Level 1 assets consist of cash and cash equivalents in the accompanying balance sheets and the value of accrued expenses
and other current liabilities approximate fair value due to the short-term nature of these assets and liabilities. As
of December 31, 2022 and 2021, the Company has two financial liabilities, convertible notes that are adjusted to fair value
on a recurring basis as well as an option liability for which the fair value is determined based on Level 3 inputs as such inputs
are not readily observable. See Note 2 and Note 5 for further information on the Company’s financial liability held at fair value. Research
and Development and Funding Research
and development expenses consist primarily of costs incurred in connection with the research and development of our product candidates
and programs. Funding expenses consist primarily of costs incurred in connection with the Company providing funding to St George Street
Capital (“St George Street”) to carry out its research and development activities. St George Street holds all
licenses to conduct clinical research through third party pharmaceutical companies. The Company expenses research and development costs
and intangible assets acquired that have no alternative future use as incurred. These expenses include:
● expenses
incurred under agreements with organizations that support the Company’s drug discovery and development activities;
● expenses
incurred in connection with the preclinical and clinical development of the Company’s product candidates and programs, including
under agreements with contract research organizations, or CROs;
● costs
related to contract manufacturing organizations, or CMOs, that are primarily engaged to provide drug substance and product for our
clinical trials, research and development programs, as well as investigative sites and consultants that conduct the Company’s
clinical trials, nonclinical studies and other scientific development services;
● the
costs of acquiring and manufacturing nonclinical and clinical trial materials, including manufacturing registration and validation
batches;
● employee-related
expenses, including salaries, related benefits and equity-based compensation expense, for employees engaged in research and development
functions;
● costs
related to compliance with quality and regulatory requirements;
● payments
made under third-party licensing agreements; and
● direct
and allocated costs related to facilities, information technology, personnel and other overhead. Advance
payments that we make for goods or services to be received in the future for use in research and development activities are recorded
as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or consumed or the related services are performed,
or until it is no longer expected that the goods will be delivered, or the services rendered. General
and Administrative Expenses General
and administrative expenses consist primarily of salaries and related costs for personnel in executive management, finance, corporate
and business development, and administrative functions. General and administrative expenses also include legal fees relating to patent
and corporate matters; professional fees for accounting, auditing, tax, and administrative consulting services; insurance costs;
administrative travel expenses and other operating costs. The
Company has incurred increased accounting, audit, legal, regulatory, compliance and director and officer insurance costs as well as investor
and public relations expenses associated with being a public company. The Company anticipates that its general and administrative expenses
will increase in the future as it increases its headcount to support the development of its product candidates and programs and with
continued research and development activities. Income
Taxes ASC
Topic 740, Income Taxes The
Company is exempt from income tax in the Cayman Islands. Net
Loss per Ordinary Share Attributable to Ordinary Shareholders The
Company calculates net loss per share attributable to ordinary shareholders - basic and diluted using the two-class method under
ASC Topic 260, Earnings Per Share Intangible
Assets Intangible
assets subject to amortization include a developed patent. The Company qualitatively evaluates intangible assets for impairment annually
or whenever events or changes in circumstances indicate that it is more likely than not the carrying amount of intangible assets may
excess their implied fair values. The company recorded an immaterial amount for the intangible asset and an immaterial amount of amortization
expense for the year ended December 31, 2022. As of December 31, 2022, no indicators of impairment of the intangible asset were identified. Related
Party Loan The
loan made to a related party is stated at the principal amount of $ 0.3 0.3 Investments
in Equity Securities Investments
in equity securities that have a readily determinable fair value are reported at fair value. Changes in fair value between accounting
periods are recorded in other income, net, in the statements of operations and comprehensive loss. Realized gains or losses upon sale
are recorded in other income, net, in the statements of operations and comprehensive loss. The Company did not hold any available for
sale or trading securities at the years ended December 31, 2022 and December 31, 2021. Foreign
Currency Translation Monetary
assets and liabilities in the functional currency are re-measured into the reporting currency at the rates of exchange prevailing at
the reporting date. Income and expense transactions in the functional currency are re-measured into the reporting currency at the average
exchange rate prevailing during the reporting period. Non-monetary items in functional currency are re-measured into the reporting currency
at the historical exchange rate (i.e., the rate of exchange at the date of the transaction). The gains or losses resulting from foreign
currency translation are included in the statements of operations and comprehensive loss. Emerging
Growth Company Status The
Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under
the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of
the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period
for complying with new or revised accounting standards that have different effective dates for public and private companies until the
earlier of the date that: (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended
transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with
the new or revised accounting pronouncements as of public company effective dates. If
the Business Combination (see Note 1) were to be consummated, the
surviving company will remain an emerging growth company, as defined by the Jumpstart Our Business Startups act of 2012, until the earliest
of (i) the last day of the combined entity’s first fiscal year following the fifth anniversary of the completion of MURF’s
initial public offering, (ii) the last day of the fiscal year in which the combined entity has total annual gross revenue of at least
$1.235 billion, (iii) the last day of the fiscal year in which the combined entity is deemed to be a large accelerated filer, which means
the market value of the combined entity’s common stock that is held by non-affiliates exceeds $700.0 million as of the prior December
31 st Recently
Adopted Accounting Pronouncements Effective
January 1, 2021, the Company adopted ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) In
February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Topic 842 was subsequently amended by ASU 2018-10, “Codification
Improvements to Topic 842, Leases” and ASU 2018-11, “Leases (Topic 842)”. The amendments in this update increase transparency
and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information
about leasing arrangements. For leases with a term of 12 months or less, the amendments permit lessees to make an accounting policy election
by class of underlying assets not to recognize lease assets and lease liabilities. For finance leases, the amendments in this update
require a lessee to (1) recognize a right-of-use asset and lease liability, initially measured at the present value of the lease payments,
on the balance sheet; (2) recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement
of operations; (3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest
on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases,
the amendments in this update require a lessee to (1) recognize a right-of-use asset and a lease liability, initially measured at the
present value of the lease payments, on the balance sheet; (2) recognize a single lease cost, calculated so that the cost of the lease
is allocated over the lease term on a generally straight-line basis; (3) classify all cash payments within operating activities in the
statement of cash flows. On October 16, 2019, the FASB approved the proposal to delay the effective date for this standard for private
and all other entities. Due to the Company’s extended transition period election, the amendments are effective for fiscal years
beginning after December 15, 2020. In June 2020, the FASB issued ASU No. 2020-05, Coronavirus Disease 2019 (“COVID-19”) in
response to the pandemic which has adversely affected the global economy and caused significant and widespread business and capital market
disruptions. The FASB is committed to supporting and assisting stakeholders during this difficult time. The FASB issued ASU 2020-05 as
a limited deferral of the effective dates of certain ASUs, including ASU 2016-02 (including amendments issued after the issuance of the
original) to provide immediate, near-term relief for certain entities for whom these ASUs are either currently effective or imminently
effective. This update is effective for annual periods beginning January 1, 2022, and interim periods beginning January 1, 2023, with
early adoption permitted. The Company is in the process of evaluating its impact. The Company did not have any lease agreements as of
the years ended December 31, 2022 and 2021 and does not believe the new standard will have a material impact on the financial statements.
The Company adopted the standard on January 1, 2022. The adoption of ASU No. 2016-02 did not have a material impact on the Company’s
financial statements. Recent
Accounting Pronouncements Not Yet Adopted In
December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) In
June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments |
