CONDUIT PHARMACEUTICALS INC.

Conduit Pharmaceuticals Inc. is furnishing this proxy statement to our stockholders of record as of the close of business on July 3, 2025 (the “Record Date”) in connection with our solicitation of proxies for use at the virtual annual meeting of stockholders to be held on Tuesday, August 5, 2025 at 10:00 a.m., Eastern Time and any adjournment(s), postponement(s) or other delays thereof (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.

References in this proxy statement to the “Company,” “we,” “us,” “our” and similar terms mean Conduit Pharmaceuticals Inc.

The accompanying proxy is solicited by our Board of Directors (our “Board”) and is revocable by you at any time before it is voted at the 2025 Annual Meeting, as described below.

We intend to mail this Proxy Statement, the proxy card and the Notice of Annual Meeting on or about July 14, 2025 to all stockholders of record entitled to notice of and to vote at the Annual Meeting.

Our principal executive offices are located at 4581 Tamiami Trail North, Suite 200, Naples, FL 34103, and our telephone number is (646) 491-9132.

On January 25, 2025 and May 19, 2025, the Company effected a 1-for-100 reverse stock split and a 1-for-15 reverse stock split of its authorized shares of common stock, respectively (collectively the “Reverse Stock Splits”). The Reverse Stock Splits were accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock. All references to numbers of shares of common stock and per-share information in this Proxy Statement have been adjusted retroactively, as appropriate, to reflect the Reverse Stock Splits, unless otherwise noted or the context suggests otherwise.

Who May Vote

Only holders of our common stock, par value $0.0001, (the “Common Stock”) outstanding as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the 2025 Annual Meeting. As of the Record Date, there were 2,405,140 shares of Common Stock outstanding and entitled to vote at the 2025 Annual Meeting and there were no other classes of securities outstanding that will be entitled to vote at the 2025 Annual Meeting. Each share of Common Stock is entitled to one vote on all matters. There are no cumulative voting rights.

Voting Requirements and Quorum

At least one-third of the voting power of all outstanding shares of capital stock of the Company entitled to vote at the 2025 Annual Meeting, deemed to be virtually present at the meeting or represented by proxy, constitutes a quorum for action at the meeting. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. A “broker non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner exercises its discretionary authority on one or more “routine matters” but does not vote on a given “non-routine” proposal because, with respect to such proposal, such nominee does not have discretionary voting power and has not received instructions from the beneficial owner. The “broker non-votes” occur with respect to the “non-routine” matters for which the broker lacks discretionary authority to vote such uninstructed shares. The vote requirement for each matter is as follows:

● Proposal No. 1 (Election of Directors) – Directors are elected by a plurality of the votes cast by the stockholders present virtually or represented by proxy at the meeting and entitled to vote thereon such that the nominees receiving the most “FOR” votes in favor of their election will be elected as directors. Abstentions and broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on the outcome of this proposal.

● Proposal No. 2 (Ratification of the appointment of CBIZ CPAs P.C. (“CBIZ CPAs”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025) – The ratification of the appointment of CBIZ CPAs as our independent registered public accounting firm for the fiscal year ending December 31, 2025 requires the approval by a majority of the votes cast on the proposal. Brokers will have discretionary authority to vote on the ratification of our independent registered public accounting firm and, therefore, we do not expect there to be broker non-votes resulting from the vote on Proposal No. 2. Abstentions and broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on the outcome of this proposal.

● Proposal No. 3 (Approval of an amendment and restatement of the 2023 Stock Incentive Plan (the “2023 Plan”) to increase the authorized share reserve (the “Amended 2023 Plan”)) – The approval of an amendment and restatement of the 2023 Plan to increase the authorized share reserve by an additional

2,000,000 shares, requires the approval by a majority of the votes cast on the proposal. Abstentions and broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on the outcome of this proposal.

Broker Non-Votes

If you are a beneficial owner whose shares are held in the name of a bank, broker or other nominee (i.e., your shares are held in “street name”), and you do not provide your bank, broker or other nominee with voting instructions, such nominee has the authority to vote your shares for or against certain “routine” matters. The proposal to ratify the appointment of CBIZ CPAs as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 2) is the only routine matter being considered at the 2025 Annual Meeting. Accordingly, your banker, broker or other nominee may vote your shares on Proposal No. 2 in the absence of your instruction.

Our Board’s Voting Recommendations

Our Board recommends that you vote your shares “FOR” each of our Board’s nominees who are standing for election to our Board (Proposal No. 1), “FOR” the ratification of the appointment of CBIZ CPAs as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 2), and “FOR” the approval of an amendment and restatement of our 2023 Plan to increase the authorized share reserve by an additional 2,000,000 shares, in the form attached asAnnex A to this proxy statement (Proposal No. 3).

General Information

Our Board has made these materials available to you over the Internet, or has delivered printed versions of these materials to you by mail, in connection with our Board’s solicitation of proxies for use at the virtual-only Annual Meeting. The 2025 Annual Meeting is scheduled to be held on Tuesday, August 5, 2025, at 10:00 a.m., Eastern Time. To attend the 2025 Annual Meeting, stockholders must register in advance online by visiting https://meeting.vstocktransfer.com/CONDUITAUG25. A Zoom account is required to register. This solicitation is for proxies for use at the 2025 Annual Meeting or at any reconvened meeting after any adjournment or postponement thereof.

Giving us your proxy means you authorize our Board’s designated proxy holders (who are identified on the proxy card) to vote your shares at the 2025 Annual Meeting in the manner that you have indicated and in their discretion on such other matters as may properly come before the 2025 Annual Meeting. If you sign and return the enclosed proxy card but do not indicate your vote, the designated proxy holders will vote your shares “FOR” each of our Board’s nominees that are standing for election to our Board (Proposal No. 1), “FOR” the ratification of the appointment of CBIZ CPAs as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 2), and “FOR” the approval of an amendment and restatement of our 2023 Plan to increase the authorized share reserve, in the form attached asAnnex A to this proxy statement (Proposal No. 3).

Voting at the 2025 Annual Meeting

The 2025 Annual Meeting will be held entirely online, and you will not be able to physically attend the virtual meeting. Stockholders may attend and participate in the 2025 Annual Meeting by registering in advance of the 2025 Annual Meeting at https://meeting.vstocktransfer.com/CONDUITAUG25. A Zoom account is required to register.

Shares held in your name as the stockholder of record may be voted electronically during the 2025 Annual Meeting. Shares held in street name, for which you are the beneficial owner but not the stockholder of record, also may be voted electronically during the 2025 Annual Meeting so long as you obtain a legal proxy from your bank, broker or other nominee and follow the procedures described below.

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the 2025 Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the 2025 Annual Meeting. However, if you are a beneficial owner of shares registered in the name of your broker, bank or other agent, in order to vote at the virtual 2025 Annual Meeting, you must, in addition to registering in advance at https://meeting.vstocktransfer.com/CONDUITAUG25, obtain a valid legal proxy from your broker, bank or other agent and then register to vote at the 2025 Annual Meeting. After obtaining a valid legal proxy and completing the proxy card indicating your voting instructions, you must submit proof of your legal proxy, along with your proxy card, as attachments via email tovote@vstocktransfer.comin order to vote during the 2025 Annual Meeting.

Even if you plan to participate in the 2025 Annual Meeting, we recommend that you submit a proxy to vote your shares in advance, so that your vote will be counted if you later decide not to participate in the 2025 Annual Meeting.

Voting Without Participating in the 2025 Annual Meeting

To submit a proxy to vote your shares without participating in the 2025 Annual Meeting, please follow the instructions provided with your proxy materials. If you request printed copies of the proxy materials by mail, you may also submit a proxy to vote by signing and submitting your proxy card and returning it by mail, if you are the stockholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the stockholder of record. This way your shares will be represented whether or not you are able to participate in the 2025 Annual Meeting.

How to Participate in the 2025 Annual Meeting

You are entitled to participate in the 2025 Annual Meeting only if you were a stockholder of record as of the Record Date or hold a valid proxy for the 2025 Annual Meeting.

If you do not comply with the procedures outlined above under “Voting at the 2025 Annual Meeting”, you will not be admitted to the 2025 Annual Meeting. We recommend that you log in at least 15 minutes before the 2025 Annual Meeting to ensure you are logged in when the meeting starts. If you encounter any difficulties accessing the 2025 Annual Meeting during the check-in or meeting time, please call (888) 799-9666.

If we experience technical difficulties during the meeting (such as a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later date (if the technical difficulty is prolonged). In any such situation, we will promptly notify stockholders of the decision via the meeting website.

Revoking a Proxy

You may revoke your proxy or voting instructions by (i) submitting a new proxy with a later date via the Internet before 11:59 p.m., Eastern Time, on August 4, 2025, or by mail delivered to us prior to the 2025 Annual Meeting or (ii) by notifying our Secretary before the 2025 Annual Meeting by mail delivered to us at our executive offices. If you participate in the virtual-only 2025 Annual Meeting and vote during the meeting in the virtual platform, any previously submitted proxy or voting instructions will be revoked.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How We Solicit Proxies

We will solicit proxies and will bear the entire cost of our solicitation, including the preparation, assembly, printing and mailing of this proxy statement and any additional materials furnished to our stockholders. The initial solicitation of proxies by mail may be supplemented by telephone, fax, e-mail, Internet and personal solicitation by our directors or officers. No additional compensation for soliciting proxies will be paid to our directors or officers for their proxy solicitation efforts. We expect to reimburse banks, brokers, and other persons for their reasonable out-of-pocket expenses in handling proxy materials for beneficial owners of Common Stock.

We have also retained Sodali & Co, a proxy solicitation firm, to perform various solicitation services via phone and email in connection with the 2025 Annual Meeting. We will pay Sodali & Co a fee not to exceed $45,000 plus phone and other related expenses, in connection with its solicitation services. We have also agreed to indemnify Sodali & Co against certain claims.

Questions

If you have further questions, you may contact the Company’s proxy solicitor, Sodali & Co, at:

Sodali & Co

333 Ludlow Street, 5 th Floor, South Tower

Stamford, CT 06902

Telephone: (800) 662-5200

Banks and brokers: (203) 658-9400

Email: CDT@investor.sodali.com

If You Receive More Than One Proxy Card

If you hold your shares of Common Stock in more than one account, you will receive a proxy card for each account. To ensure that all of your shares of Common Stock are voted, please follow the directions on the document that has been mailed to you, for each account. You should vote all of your shares of Common Stock.

Delivery of Documents to Stockholders Sharing an Address

A number of brokers with account holders who are stockholders of the Company will be “householding” our proxy materials. A single set of the proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive separate proxy materials, please notify your broker, or direct a written request to Conduit Pharmaceuticals Inc., 581 Tamiami Trail North, Suite 200, Naples, Florida, 34103, attention: Secretary. A separate copy of the proxy materials or our Annual Report on Form 10-K for the year ending December 31, 2024 will be delivered to you promptly and without charge. Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request “householding” of their communications should contact their broker.

For Assistance with Technical Difficulties at the 2025 Annual Meeting

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call (888) 799-9666.