Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this annual report:
| 1. | Financial Statements: (see “Financial Statements and Supplementary Data” at Item 8 and incorporated herein by reference). |
| 2. | Financial Statement Schedule: (Schedules to the Financial Statements have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying Financial Statements or notes thereto). |
| 3. | Exhibits: The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
EXHIBIT INDEX
| Exhibit No. | Description |
| 2.1 | Agreement and Plan of Merger Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited (filed as Annex A-1 to the Registrant’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference). |
| 2.2 | Amendment to Agreement and Plan of Merger dated as of January 27, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited (filed as Annex A-2 to the Registrant’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference). |
| 2.3 | Second Amendment to Agreement and Plan of Merger dated as of May 11, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited (filed as Annex A-3 to the Registrant’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference). |
| 3.1 | Second Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 29, 2023, and incorporated herein by reference). |
| 3.2 | Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on September 29, 2023, and incorporated herein by reference). |
| 3.3 | Amendment No.1 to the Amended and Restated Bylaws (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 19, 2024, and incorporated herein by reference) |
| 3.4 | Certificate of Amendment filed with the Delaware Secretary of State on January 22, 2025 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 23, 2025, and incorporated herein by reference). |
| 3.5 | Certificate of Amendment filed with the Delaware Secretary of State on August 8, 2025 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 8, 2025, and incorporated herein by reference). |
| 3.6 | Second Amended and Restated Bylaws of the Company, effective August 5, 2025 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 8, 2025, and incorporated herein by reference). |
| 3.7 | Certificate of Amendment filed with the Delaware Secretary of State on October 8, 2025 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 9, 2025, and incorporated herein by reference). |
| 3.8 | Certificate of Amendment filed with the Delaware Secretary of State on March 24, 2026 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 25, 2026, and incorporated herein by reference). |
| 4.1 | Description of Registered Securities. |
| 4.2 | Form of Senior Secured Promissory Note (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 7, 2024, and incorporated herein by reference). |
| 4.4 | Form of Warrant (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference). |
| 4.5 | Nirland Note (Filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference). |
| 4.6 | Amendment to the Senior Secured Promissory Note and Security Agreement, dated October 31, 2024, between Nirland Limited and CDT Equity Inc. (filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference). |
| 4.7 | Convertible Promissory Note, dated November 25, 2024, between CDT Equity Inc. and A.G.P./Alliance Global Partners (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 25, 2024, and incorporated herein by reference). |
| 4.8 | Second Amendment to the Senior Secured Promissory Note, dated November 22, 2024, between Conduit Pharmaceuticals Inc. and Nirland Limited (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 25, 2024, and incorporated herein by reference). |
| 4.9 | Pre-Funded Warrant entered into by and between the Company and Corvus on December 8, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 12, 2025, and incorporated herein by reference). |
| 4.10 | Form of Pre-Funded Warrant, dated February 19, 2026 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 24, 2026, and incorporated herein by reference). |
| 4.11 | Form of Senior Secured Convertible Promissory Note, by and between the Company and the Purchaser, dated March 3, 2026 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 9, 2026, and incorporated herein by reference). |
| 10.1 | Letter Agreement, dated February 2, 2022, among Murphy Canyon Acquisition Corp., Murphy Canyon Acquisition Sponsor, LLC, and each of the executive officers and directors of Murphy Canyon Acquisition Corp. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 8, 2022, and incorporated herein by reference). |
| 10.2 | Underwriting Agreement (filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed February 8, 2022, and incorporated herein by reference). |
| 10.3 | Promissory Note, dated November 4, 2021, issued to Murphy Canyon Acquisition Sponsor, LLC, by Murphy Canyon Acquisition Corp. (filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-262036) filed on January 6, 2022, and incorporated herein by reference). |
| 10.4 | Investment Management Trust Agreement, dated February 2, 2022, between Murphy Canyon Acquisition Corp. and Wilmington Trust Company (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 2, 2022, and incorporated herein by reference). |
| 10.5 | Registration Rights Agreement, dated February 2, 2022, among Murphy Canyon Acquisition Corp. and certain securityholders (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 2, 2022, and incorporated herein by reference) |
| 10.6 | Securities Subscription Agreement, dated November 4, 2021, between Murphy Canyon Acquisition Corp. and Murphy Canyon Acquisition Sponsor, LLC (filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-262036) filed on January 6, 2022, and incorporated herein by reference). |
| 10.7 | Placement Unit Purchase Agreement, dated February 2, 2022, between Murphy Canyon Acquisition Corp. and Murphy Canyon Acquisition Sponsor, LLC (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on February 8, 2022, and incorporated herein by reference). |
| 10.8 | Form of CDT Equity Inc. Indemnity Agreement (filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on September 29, 2023, and incorporated herein by reference). |
| 10.9 | Administrative Support Agreement, dated February 2, 2022, by and between Murphy Canyon Acquisition Corp. and Murphy Canyon Management Group, Inc. (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on February 8, 2022, and incorporated herein by reference). |
| 10.10 | Form of Lock-Up Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference). |
| 10.11 | Sponsor Support Agreement, dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp. and each of the Persons set forth on Schedule I attached thereto (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference). |
| 10.12 | Shareholder Support Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Pharmaceuticals Limited and each of the Persons set forth on Schedule I attached thereto (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed November 14, 2022, and incorporated herein by reference). |
| 10.13 | Form of Amended and Restated Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 30, 2023, and incorporated herein by reference). |
| 10.14 | Form of Note, issued March 7, 2023, by and between Murphy Canyon Acquisition Corp. and Murphy Canyon Acquisition Sponsor, LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 7, 2023, and incorporated herein by reference). |
| 10.15 | Form of Subscription Agreement between Murphy Canyon Acquisition Corp. and the investor named therein (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 13, 2023, and incorporated herein by reference). |
| 10.16 | Form of PIPE Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 13, 2023, and incorporated herein by reference). |
| 10.17# | CDT Equity Inc. 2023 Stock Incentive Plan (filed as Annex C to the Registrant’s Proxy Statement/Prospectus filed on August 11, 2023, and incorporated herein by reference). |
| 10.18# | Form of Stock Option Agreement under CDT Equity Inc. 2023 Stock Incentive Plan (filed as Exhibit 10.17 to the Registrant’s Registration Statement on Form S-4 (File No. 333-271903) filed on May 12, 2023, and incorporated herein by reference). |
| 10.19# | Form of Employment Agreement with David Tapolczay (filed as Exhibit 10.17 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-271903) filed on July 28, 2023, and incorporated herein by reference). |
| 10.22+ | AZD1656 Project Funding Agreement For Use In Renal Transplant between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-4 (File No. 333-271903) filed on May 12, 2023, and incorporated herein by reference). |
| 10.23+ | AZD1656 Project Funding Agreement For Use In Preterm Labor between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed as Exhibit 10.22 to the Registrant’s Registration Statement on Form S-4 (File No. 333-271903) filed on May 12, 2023, and incorporated herein by reference). |
| 10.24+ | AZD1656 Project Funding Agreement For Use In Hashimoto’s Thyroiditis between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed as Exhibit 10.23 to the Registrant’s Registration Statement on Form S-4 (File No. 333-271903) filed on May 12, 2023, and incorporated herein by reference). |
| 10.25+ | AZD1656 Project Funding Agreement For Use In Uveitis between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed as Exhibit 10.24 to the Registrant’s Registration Statement on Form S-4 (File No. 333-271903) filed on May 12, 2023, and incorporated herein by reference). |
| 10.26+ | AZD5904 Project Funding Agreement between St George Street Capital Limited and Conduit Pharmaceuticals Limited, dated November 2, 2022 (filed as Exhibit 10.25 to the Registrant’s Registration Statement on Form S-4 (File No. 333-271903) filed on May 12, 2023, and incorporated herein by reference). |
| 10.27# | Consulting Agreement between with Jack Heilbron and Murphy Canyon Acquisition Corp. (filed as Exhibit 10.24 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-271903) filed on July 11, 2023, and incorporated herein by reference). |
| 10.28 | Separation Agreement, dated May 12, 2024, between Mr. Sragovicz and CDT Equity Inc. (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2024, and incorporated herein by reference). |
| 10.29 | Security Agreement, dated August 6, 2024, between Nirland Limited and CDT Equity Inc. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 7, 2024, and incorporated herein by reference). |
| 10.30 | Convertible Promissory Note between Conduit Pharmaceuticals Limited and Vrezh and Sharon Lee Isayan, dated March 20, 2023 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 15, 2024, and incorporated herein by reference). |
| 10.31 | Bridge Loan Agreement, dated October 29, 2024, between A.G.P./Alliance Global Partners and CDT Equity (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 1, 2024, and incorporated herein by reference). |
| 10.32# | Employment Agreement, dated November 15, 2024, between James Bligh, Conduit Pharmaceuticals Limited and Conduit UK Management LTD. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 19, 2024, and incorporated herein by reference). |
| 10.33 | Services Agreement dated December 12, 2024, between CDT Equity Inc. and SARBORG Limited. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 17, 2024, and incorporated herein by reference). |
| 10.34 | Additional Agreement, dated March 31, 2025, between Sarborg Limited and CDT Equity Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 16, 2025, and incorporated herein by reference). |
| 10.35 | Joint Development Agreement, dated June 3, 2025 by and between CDT Equity Inc. and Manoira Corporation (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2025, and incorporated herein by reference). |
| 10.36 | Consulting Agreement, dated June 27, 2025, by and between the Company and Harold Eytan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2025, and incorporated herein by reference). |
| 10.37 | Amended and Restated 2023 Stock Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2025, and incorporated herein by reference). |
| 10.38 | Sale and Purchase Agreement, dated December 8, 2025, by and between the Company and Corvus (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2025, and incorporated herein by reference). |
| 10.39 | Consulting Agreement, dated December 28, 2025, between CDT Equity, Inc. and Thesprogen, PC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 2, 2026 and incorporated herein by reference). |
| 10.40 | Consulting Agreement, dated December 29, 2025, between CDT Equity, Inc. and NJS Foresight Bio-Advisory, LLC (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 2, 2026, and incorporated herein by reference). |
| 10.41 | Equity Purchase Agreement, dated January 16, 2026, by and among the Company and the Purchaser (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 22, 2026, and incorporated herein by reference). |
| 10.42 | Registration Rights Agreement, dated January 16, 2026, by and among the Company and the Purchase (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 22, 2026, and incorporated herein by reference). |
| 10.43 | Form of Securities Purchase Agreement, dated February 19, 2026 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2026, and incorporated herein by reference). |
| 10.44 | Addendum No. 1, dated February 23, 2026, to the Consulting Agreement, dated December 29, 2025 by and between the Company and NJS Foresight Bio-Advisory, LLC (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 24, 2026, and incorporated herein by reference). |
| 10.45 | Addendum No. 1, dated February 23, 2026, to the Consulting Agreement, dated December 29, 2025 by and between the Company and Thesprogen, PC (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 24, 2026, and incorporated herein by reference). |
| 10.46 | Form of Amendment to Equity Purchase Agreement, dated March 3, 2026 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 9, 2026, and incorporated herein by reference) |
| 10.47 | Note Purchase Agreement, by and between the Company and Purchaser, dated March 3, 2026 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 9, 2026, and incorporated herein by reference) |
| 10.48 | Security Agreement, by and between the Company and the Purchaser, dated March 3, 2026 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 9, 2026, and incorporated herein by reference) |
| 10.49#* | Form of Non-Employee Director Compensation Program, dated September 1, 2025 |
| 10.50 | Guaranty, by and between the Company and the Purchaser, dated March 3, 2026 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 9, 2026, and incorporated herein by reference) |
| 19.1 | CDT Equity Inc. Insider Trading Policy (filed as Exhibit 19.1 to the Company’s Annual report on Form 10-K filed on March 28, 2025, and incorporated herein by reference). |
| 21.1 | Subsidiaries of Conduit Pharmaceuticals Limited (filed as Exhibit 21.1 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-271903) filed on July 28, 2023, and incorporated herein by reference). |
| 23.1* | Consent of Marcum LLP, independent public accounting firm of CDT Equity Inc. |
| 23.2* | Consent of CBIZ CPAs P.C., independent public accounting firm of CDT Equity Inc. |
| 24.1 | Power of Attorney (reference is made to the signature page hereto). |
| 31.1* | Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1§ | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2§ | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | CDT Equity Inc. Compensation Recovery Policy (filed as Exhibit 97.1 to the Registrant’s Annual Report filed on April 16, 2024, and incorporated herein by reference). |
| 101.INS* | Inline XBRL Instance Document. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
