UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2023
MURPHY CANYON ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41245 | 87-3272543 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92123
(Address of principal executive offices, including zip code)
760-471-8536
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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”). As further reported on the Current Report on Form 8-K filed with the SEC on January 30, 2023, the Company entered into an Amendment to Agreement and Plan of Merger, dated as of January 27, 2023 (the “First Merger Amendment”), with Merger Sub and Conduit.
On May 11, 2023, the Company, Conduit, and Merger Sub entered into a Second Amendment to the Merger Agreement (the “Second Merger Amendment” and, together with the Original Merger Agreement and the First Merger Amendment, the “Merger Agreement”) to provide for (i) removal of the provision that indicates that no tax opinion would be delivered in connection with the closing of the Conduit Business Combination, (ii) a closing obligation that that the Company either (a) be exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended, other than through its net tangible assets or (b) have at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Conduit Business Combination, and (iii) the extension of the outside date for the closing of the Conduit Business Combination from May 31, 2023, to February 7, 2024.
The foregoing description of the Second Merger Amendment is qualified in its entirety by reference to the Second Merger Amendment, a copy of which is filed as Exhibit 2.1 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 | Second Amendment to the Merger Agreement, dated as of May 11, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc., and Conduit Pharmaceuticals Limited | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| May 11, 2023 | MURPHY CANYON ACQUISITION CORP. | |
| By: | /s/ Jack K. Heilbron | |
| Name: | Jack Heilbron | |
| Title: | Chief Executive Officer | |
Exhibit 2.1
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 11, 2023 (the “Effective Date”), is made and entered into by and among Murphy Canyon Acquisition Corp., a Delaware corporation (“Murphy”), Conduit Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”), and Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Merger Agreement (as defined below).
RECITALS
A. The Parties entered into that certain Agreement and Plan of Merger on November 8, 2022 (the “Original Merger Agreement”).
B. The Original Merger Agreement was amended by the Amendment to Agreement and Plan of Merger (the “First Amendment”) dated as of January 27, 2023 (the Original Merger Agreement as amended by the First Amendment is referred to herein as the “Merger Agreement”).
C. Pursuant to Section 9.4 of the Merger Agreement, the Parties may amend the Merger Agreement by an agreement in writing signed by the Parties at any time prior to the Effective Time.
D. The Parties desire to amend the Merger Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the Parties agree as follows, as of the Effective Date:
1. Amendments to the Merger Agreement.
| (a) | Section 7.7(d) is amended and restated in its entirety as follows: |
“(d) If, in connection with the preparation and filing of the Registration Statement/Proxy Statement, if the SEC requires that an opinion of counsel be provided with respect to the tax treatment of the Transactions, Murphy and the Company shall deliver to counsel for both Parties, respectively, customary Tax representation letters satisfactory to each counsel, dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel.”
| (b) | Section 8.1(j) is amended and restated in its entirety as follows: |
“(j) Net Tangible Assets Test. Upon the Closing, Murphy (i) shall not have redeemed shares of Murphy Class A Common Stock in the Offer in an amount that would cause Murphy to have less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) or (ii) shall otherwise be exempt from the provisions of Rule 419 promulgated under the Securities Act.”
| (c) | Section 9.1(b) is amended and restated in its entirety as follows: |
“(b) by either Murphy or the Company if the Effective Time shall not have occurred prior to February 7, 2024 (the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 9.1(b) by or on behalf of any Party that either directly or indirectly through its Affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article VIII on or prior to the Outside Date;”
2. No Further Amendments. Except as expressly modified by this Amendment, the Merger Agreement will remain unmodified and in full force and effect.
3. Counterparts. This Amendment may be executed and delivered (including by facsimile or portable document format (.pdf) transmission) in counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
4. Conflict. To the extent there is a conflict between the terms and provisions of this Amendment and the Merger Agreement, the terms and provisions of this Amendment will govern as to such conflict.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered as of the Effective Date.
| MURPHY CANYON ACQUISITION CORP. | ||
| /s/ Jack K. Heilbron | ||
| By: | Jack K. Heilbron | |
| Title: | CEO | |
| CONDUIT MERGER SUB, INC. | ||
| /s/ Jack K. Heilbron | ||
| By: | Jack K. Heilbron | |
| Title: | Director | |
| CONDUIT PHARMACEUTICALS LIMITED | ||
| /s/ Andrew Regan | ||
| By: | Dr. Andrew Regan | |
| Title: | Director | |
[Signature Page to Second Amendment to Agreement and Plan of Merger]