MURFU - release14 Sep 2023 08:48
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 U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2022, November 14, 2022, January 30, 2023 and May 11, 2023, the Company entered into an Agreement and Plan of Merger, dated as of November 8, 2022, as amended on January 27, 2023 and May 11, 2023 (as amended, the “Merger Agreement”), with Conduit Merger Sub, Inc., a 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 “Business Combination”). The Company following the Business Combination is referred to herein as “New Conduit.”
In connection with the transactions contemplated by the Merger Agreement, on September 13, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Nirland Limited, a Guernsey company (the “Private Placement Investor”), which is in lieu of, and on substantially similar terms as, the previously entered into private placement for $27 million. Pursuant to the Subscription Agreement, the Private Placement Investor has agreed to purchase $20 million (the “Private Placement”) units of the Company (the “Units”), with each Unit consisting of (i) one share of the Company’s common stock and (ii) one warrant to purchase one share of the Company’s common stock (each, a “Warrant”), for a purchase price of $10.00 per Unit (the “Purchase Price”) in the Private Placement. The Subscription Agreement contains registration rights, pursuant to which within fifteen (15) business days after the closing of the Private Placement, the Company will use reasonable best efforts to file with the SEC a registration statement registering the resale of shares of common stock included in the Units and the shares of common stock issued and issuable upon exercise of the Warrants. The closing of the Private Placement is conditioned on there not being a suspension of the qualification of common stock for offering or sale or trading in any jurisdiction, or the initiation or threatening of any material legal proceeding, no legal prohibitions to consummate the Business Combination, and all conditions precedent to the closing of the Business Combination set forth in the Merger Agreement having been satisfied or waived.
The Warrant will be exercisable for a period of five years after the completion of the Business Combination and will have an exercise price of $11.50 per share, subject to adjustment as set forth in the Warrant for stock splits, stock dividends, recapitalizations and similar customary adjustment