Form SC 13G - Statement of acquisition of beneficial ownership by individuals
October 02 2023 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Conduit
Pharmaceuticals Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
20678X106
(CUSIP
Number)
September
22, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
Nirland
Limited |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b)
☐ |
| 3 |
Sec
Use Only
|
| 4 |
Citizenship
or Place of Organization
Guernsey |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
-0- |
| 6 |
Shared
Voting Power
6,520,311
(1)(2) |
| 7 |
Sole
Dispositive Power
-0- |
| 8 |
Shared
Dispositive Power
6,520,311
(1)(2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,520,311
(1)(2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
8.8%
(1)(3) |
| 12 |
Type
of Reporting Person (See Instructions)
CO |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
Stockton
Limited |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b)
☐ |
| 3 |
Sec
Use Only
|
| 4 |
Citizenship
or Place of Organization
Guernsey |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
-0- |
| 6 |
Shared
Voting Power
6,520,311
(1)(2) |
| 7 |
Sole
Dispositive Power
-0- |
| 8 |
Shared
Dispositive Power
6,520,311
(1)(2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,520,311
(1)(2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
8.8%
(1)(3) |
| 12 |
Type
of Reporting Person (See Instructions)
CO |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
The
Rowland Master Trust |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b)
☐ |
| 3 |
Sec
Use Only
|
| 4 |
Citizenship
or Place of Organization
Guernsey |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
-0- |
| 6 |
Shared
Voting Power
6,520,311
(1)(2) |
| 7 |
Sole
Dispositive Power
-0- |
| 8 |
Shared
Dispositive Power
6,520,311
(1)(2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,520,311
(1)(2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
8.8%
(1)(3) |
| 12 |
Type
of Reporting Person (See Instructions)
OO |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
Dovet
Limited |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b)
☐ |
| 3 |
Sec
Use Only
|
| 4 |
Citizenship
or Place of Organization
Guernsey |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
-0- |
| 6 |
Shared
Voting Power
6,520,311
(1)(2) |
| 7 |
Sole
Dispositive Power
-0- |
| 8 |
Shared
Dispositive Power
6,520,311
(1)(2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,520,311
(1)(2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
8.8%
(1)(3) |
| 12 |
Type
of Reporting Person (See Instructions)
CO |
| (1) | Includes
(i) 2,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”)
of Conduit Pharmaceuticals Inc., formerly Murphy Canyon Acquisition Corp. (the “Issuer”)
sold pursuant to that certain Subscription Agreement, dated September 22, 2023, filed as
Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and
Exchange Commission (the “SEC”) on September 13, 2023 (the “Form
8-K”); (ii) 2,000,000 shares of Common Stock of the Issuer (the “Warrant
Shares”), issuable upon exercise of that certain Common Stock Warrant, in substantially
the form as the form of warrant filed as Exhibit 4.1 to the Form 8-K (the “Warrant”),
issued by the Issuer in favor of Nirland Limited, a company registered in Guernsey with company
number 58804 of The Old Stables Rue a L’Or, St Peter Port, GUERNSEY GY1 1QG (“Nirland
Limited”), which may be exercised at any time beginning thirty (30) days after
the completion of the initial business combination (the “Business Combination”);
and (iii) 2,520,311 shares of Common Stock purchased by Nirland Limited from St George Street
Capital Limited, a limited liability company incorporated under the laws of the United Kingdom,
pursuant to that certain share purchase agreement, dated as of September 22, 2023 (the “St
George Purchase Agreement”). |
| (2) | Nirland
Limited is wholly owned by Stockton Limited, a company registered in Guernsey (“Stockton
Limited”), which is wholly owned by The Rowland Master Trust, a Guernsey trust
(“The Rowland Master Trust”). Dovet Limited, a company registered in Guernsey
(“Dovet Limited”), is the sole trustee of The Rowland Master Trust. By
virtue of these relationships, each of Stockton Limited, The Rowland Master Trust and Dovet
Limited may be deemed to share beneficial ownership of the securities held of record by Nirland
Limited. |
| (3) | Such
percentage is based on an aggregate of 74,418,316 shares of Common Stock outstanding, which
is calculated by adding (i) 72,418,316 shares of Common Stock issued and outstanding as of
September 22, 2023, as reported in the Issuers Form 8-K filed with the SEC on September 29,
2023, and (ii) 2,000,000 Warrant Shares issuable upon exercise of the Warrant. |
Item
1.
| (a) | Name
of Issuer: Conduit Pharmaceuticals Inc. (formerly Murphy Canyon Acquisition Corp.) |
| (b) | Address
of Issuer’s Principal Executive Offices: 4995 Murphy Canyon Road, Suite 300, San Diego,
CA 92123 |
Item
2.
| (a) | Name
of Person Filing: |
This
statement is filed by the following entities and individuals (collectively, referred to as the “Reporting Persons”):
| ● | Nirland
Limited, a company registered in Guernsey; |
| ● | Stockton
Limited, a company registered in Guernsey; |
| ● | The
Rowland Master Trust, a Guernsey trust; and |
| ● | Dovet
Limited, a company registered in Guernsey. |
Stockton
Limited is the sole owner of Nirland Limited, and as a result, may be deemed to share voting and dispositive power with respect to the
securities held by Nirland Limited. The Rowland Master Trust is the sole owner of Stockton Limited, and as a result, may be deemed to
share voting and dispositive power with respect to the securities held by Nirland Limited. Dovet Limited is the sole trustee of The Rowland
Master Trust, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Nirland Limited.
The
Reporting Persons have entered into a Joint Filing Agreement, dated October 2, 2023, a copy of which is filed with this Schedule 13G
as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments hereto jointly
in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be
construed as an admission that any of the forgoing persons or the Reporting Persons is, for the purposes of Section 13 of the Act, the
beneficial owner of the Common Stock reported herein.
| (b) | Address
of Principal Business Office or, if None, Residence: The address of the business office
of each of the Reporting Persons is The Old Stables, Rue a l’Or, St Peter Port, GY1
1QG, Guernsey. |
| (c) | Citizenship:
Each Reporting Person is registered in Guernsey. |
| (d) | Title
and Class of Securities: Common stock, par value $0.0001 per share. |
| Item 3. | If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ |
Broker
or dealer registered under Section 15 of the Act; |
| (b) | ☐ |
Bank
as defined in Section 3(a)(6) of the Act; |
| (c) | ☐ |
Insurance
Company as defined in Section 3(a)(19) of the Act; |
| (d) | ☐ |
Investment
Company registered under Section 8 of the Investment Company Act; |
| (e) | ☐ |
Investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ |
Employee
benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ |
Parent
holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act of 1940; |
| (j) | ☐
|
Non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(j). |
| | | |
| | | ☒ |
If this statement
is filed pursuant to Rule 13d-1(c), check this box. |
| (a) | Amount
Beneficially Owned: The information required by Items 4(a) - (c) is set forth in Rows
(5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein
by reference for each such Reporting Person. |
| Item 5. | Ownership
of Five Percent or Less of a Class. N/A |
| Item 6. | Ownership
of more than Five Percent on Behalf of Another Person. N/A |
| Item 7. | Identification
and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. N/A |
| Item 8. | Identification
and classification of members of the group. N/A |
| Item 9. | Notice
of Dissolution of Group. N/A |
By
signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
October 2, 2023
| |
NIRLAND LIMITED |
| |
|
|
| |
By: |
/s/ David Rowland |
| |
Name: |
David Rowland |
| |
Title: |
Director |
| |
|
|
| |
STOCKTON LIMITED |
| |
|
|
| |
By: |
/s/ David Rowland |
| |
Name: |
David Rowland |
| |
Title: |
Director |
| |
|
|
| |
THE ROWLAND MASTER TRUST |
| |
|
|
| |
By: |
Dovet Limited, its trustee |
| |
|
|
| |
By: |
/s/ Harley Rowland |
| |
Name: |
Harley Rowland |
| |
Title: |
Director |
| |
|
|
| |
DOVET LIMITED |
| |
|
|
| |
By: |
/s/ Harley Rowland |
| |
Name: |
Harley Rowland |
| |
Title: |
Director |
78
Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and
agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to
this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
DATED: October 2, 2023
| NIRLAND LIMITED |
|
| |
|
|
| By: |
/s/ David Rowland |
|
| Name: |
David Rowland |
|
| Title: |
Director |
|
| |
|
|
| STOCKTON LIMITED |
|
| |
|
|
| By: |
/s/ David Rowland |
|
| Name: |
David Rowland |
|
| Title: |
Director |
|
| |
|
|
| THE ROWLAND MASTER TRUST |
|
| |
|
|
| By: |
Dovet Limited, its trustee |
|
| |
|
|
| By: |
/s/ Harley Rowland |
|
| Name: |
Harley Rowland |
|
| Title: |
Director |
|
| |
|
|
| DOVET LIMITED |
|
| |
|
|
| By: |
/s/ Harley Rowland |
|
| Name: |
Harley Rowland |
|
| Title: |
Director |
|
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