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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): November 12, 2024

 

Conduit Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41245   87-3272543

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

4581 Tamiami Trail North, Suite 200

Naples, Florida

  34103
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 491-9132

 

4995 Murphy Canyon Road, Suite 300, San Diego, California 92123

(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2. below):

 

☐ 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(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   CDT   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50   CDTTW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 4.02, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On November 12, 2024, Conduit Pharmaceuticals Inc. (the “Company”) determined, in conjunction with discussions with its advisors and Marcum LLP, the Company’s independent registered public accounting firm, that the Company’s previously issued unaudited financial statements, and notes related thereto, for the Subject Periods (as defined below) should no longer be relied upon due to the restatement described below pertaining to correct the reclassification of the Company’s deferred commission payable from a long term liability to a current liability.

 

In connection with the review of the Company’s financial statements as of and for the quarter ended September 30, 2024, it was determined that changes in the Company’s previously issued unaudited interim financial statements as of and for (i) the three months ended March 31, 2024 and (ii) the three and six months ended June 30, 2024 (collectively, (i) and (ii), the “Subject Periods”) are required to be made solely to the condensed consolidated balance sheets with respect to the classification of its deferred commission payable, which was previously classified as a long term liability and should have been classified as a current liability. Such reclassification did not have any impact on the total liabilities of the Company as of March 31, 2024 and June 30, 2024.

 

As a result, the Company plans to address the restatement and adjustment of its unaudited financial statements, and notes related thereto for the Subject Periods in amendments to the Quarterly Reports on Form 10-Q for the Subject Periods.

 

The Company’s management and members of the Audit Committee of the Board of Directors have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm.

 

 

 

 

SIGNATURES

 

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.

 

Date: November 14, 2024 CONDUIT PHARMACEUTICALS INC.
                              
  By: /s/ David Tapolczay
  Name: Dr. David Tapolczay
  Title: Chief Executive Officer

 

 

 

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Cover
Nov. 12, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 12, 2024
Entity File Number 001-41245
Entity Registrant Name Conduit Pharmaceuticals Inc.
Entity Central Index Key 0001896212
Entity Tax Identification Number 87-3272543
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4581 Tamiami Trail North
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Naples
Entity Address, State or Province FL
Entity Address, Postal Zip Code 34103
City Area Code (646)
Local Phone Number 491-9132
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock, $0.0001 par value per share  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol CDT
Security Exchange Name NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50  
Title of 12(b) Security Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol CDTTW
Security Exchange Name NASDAQ
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