CONDUIT PHARMACEUTICALS INC.

For the period ended Jul 8, 2025. Filed Jul 8, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 8, 2025 · Filed Jul 8, 2025

CDT$1.31Day change unavailableStored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

****Washington, D.C. 20549

****SCHEDULE 14A

******Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

CONDUIT PHARMACEUTICALS INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(a)(1) and 0-11.

4851 Tamiami Trail North, Suite 200

**Naples, FL 34103

(646) 491 9132

**NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, AUGUST 5, 2025

To our stockholders:

The 2025 virtual annual meeting of stockholders (the “2025 Annual Meeting”) of Conduit Pharmaceuticals Inc., a Delaware corporation, will be held on Tuesday, August 5, 2025, at 10:00 a.m., Eastern Time, for the following purposes:

1.	to elect five nominees to serve as directors, each for a one-year term expiring at our next annual meeting of stockholders and until each such director’s successor is elected and qualified (Proposal No. 1);
2.	to ratify the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 2);
3.	to approve an amendment and restatement to the 2023 Stock Incentive Plan to increase the authorized share reserve (Proposal No. 3); and
4.	to transact such other matters as may properly come before the 2025 Annual Meeting or any adjournment or postponement thereof.

Only holders of record of our common stock as of the close of business on July 3, 2025, the record date, are entitled to notice of and to vote at the 2025 Annual Meeting.

The 2025 Annual Meeting will be a completely “virtual” meeting of stockholders. You will be able to listen and participate in the virtual annual meeting as well as vote and submit your questions during the live webcast of the meeting by registering in advance of the 2025 Annual Meeting at https://meeting.vstocktransfer.com/CONDUITAUG25. A Zoom account is required to register. If your shares are held by a bank, broker or other agent, please follow the instructions from your bank, broker or other agent to have your shares voted.

Whether or not you plan to participate virtually in the 2025 Annual Meeting, your vote is important. To assure your representation at the meeting, please vote by following the instructions on the document that has been mailed to you, or, if you received a paper copy of the proxy materials, signing and dating the enclosed proxy card and returning it promptly in the enclosed postage-paid envelope. Sending in your proxy or submitting voting instructions via the Internet will not prevent you from voting during the 2025 Annual Meeting. If you vote during the 2025 Annual Meeting pursuant to the voting instructions below, that vote will revoke any prior proxy or voting instructions that you have submitted.

By Order of the Board of Directors,

/s/ Dr. Andrew Regan

Dr. Andrew Regan

Chief Executive Officer

London, United Kingdom

July 8, 2025

**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2025 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 5, 2025

This Proxy Statement, the Proxy Card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available online at: https://ts.vstocktransfer.com/irhlogin/I-CONDUIT

TABLE OF CONTENTS

PROXY STATEMENT	1
PROPOSAL NO. 1 – ELECTION OF DIRECTORS	6
DIRECTORS’ NOMINATION	9
DIRECTORS’ COMPENSATION	10
CORPORATE GOVERNANCE	12
EXECUTIVE COMPENSATION	16
EQUITY COMPENSATION PLAN INFORMATION	22
TRANSACTIONS WITH RELATED PERSONS	23
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	30
PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	32
PROPOSAL NO. 3 – APPROVAL OF AN INCREASE IN THE NUMBER OF SHARES ISSUABLE PURSUANT TO THE 2023 PLAN, IN THE FORM ATTACHED AS ANNEX A TO THIS PROXY STATEMENT.	34
DELINQUENT SECTION 16(a) REPORTS	44
STOCKHOLDER PROPOSALS	44
OTHER MATTERS	45

4581 Tamiami Trail North, Suite 200

Naples, FL 34103

(646) 491-9132

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.