SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Regan Andrew
(Last) (First) (Middle)
4995 MURPHY CANYON ROAD,SUITE 300
(Street)
SAN DIEGO CA 92123
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CONDUIT PHARMACEUTICALS INC. [ CDT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/14/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/14/2024 J 1,100,000 D (1) 30,048,454 I See Footnote(1)(2)
Common Stock 06/14/2024 J 1,100,000 A (1) 15,478,695 I See Footnote(1)(2)
Common Stock 07/03/2024 S 1,000 D $0.64 15,477,695 I See Footnote(2)(3)
Common Stock 07/08/2024 S 35,923 D $0.51 15,441,772 I See Footnote(2)(3)
Common Stock 07/09/2024 S 77,681 D $0.4358(4) 15,364,091 I See Footnote(2)(3)
Common Stock 07/10/2024 S 150,000 D $0.3338(5) 15,214,091 I See Footnote(2)(3)
Common Stock 07/11/2024 S 582,952 D $0.2972(6) 14,631,139 I See Footnote(2)(3)
Common Stock 07/11/2024 S 300,000 D $0.29(7) 14,331,139 I See Footnote(2)(3)
Common Stock 07/12/2024 S 1,389,820 D $0.2471(8) 12,941,319 I See Footnote(2)(3)
Common Stock 07/15/2024 S 1,005,200 D $0.2471(9) 11,936,119 I See Footnote(2)(3)
Common Stock 07/16/2024 S 10,244,392 D $0.3169(10) 1,691,727 I See Footnote(2)(3)
Common Stock 07/17/2024 S 1,514,100 D $0.2583(11) 177,627 I See Footnote(2)(3)
Common Stock 66,650 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Regan Andrew
(Last) (First) (Middle)
4995 MURPHY CANYON ROAD,SUITE 300
(Street)
SAN DIEGO CA 92123
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Corvus Capital Ltd.
(Last) (First) (Middle)
4995 MURPHY CANYON ROAD,SUITE 300
(Street)
SAN DIEGO CA 92123
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Algo Holdings, Inc.
(Last) (First) (Middle)
4995 MURPHY CANYON ROAD,SUITE 300
(Street)
SAN DIEGO CA 92123
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On June 14, 2024, Corvus Capital Limited ("Corvus") transferred 1,100,000 shares of the Issuer's common stock, par value $0.0001 ("Common Stock"), to Algo Holdings, Inc. ("Algo"), its wholly-owned subsidiary for no consideration, pursuant to that certain Securities Transfer Request dated June 13, 2024. After giving effect to the transfer, Algo directly held 15,478,695 shares of Common Stock as of June 14, 2024. Andrew Regan is the Chief Executive Officer and sole shareholder of Corvus. Algo is a wholly owned subsidiary of Corvus. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held of record by each of Corvus and Algo. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. This transfer reflects a change in the form of beneficial ownership and did not result in any change in Dr. Regan's and Corvus's pecuniary interest in such shares.
2. Dr. Regan is the Chief Executive Officer and sole shareholder of Corvus. Algo is a wholly owned subsidiary of Corvus. By virtue of these relationships, Dr. Regan may be deemed to beneficially own the shares of Common Stock held of record by each of Corvus and Algo. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
3. The securities are owned solely by Algo. On March 26, 2024, Algo pledged certain shares of Common Stock to a financial institution as collateral for a loan, pursuant to that certain Control and Restricted Loan Agreement, dated March 26, 2024, by and between Algo and such financial institution (the "Loan Agreement"). The loan proceeds were used to pay a portion of certain amounts due to a third party investor in the Issuer as an inducement to such investment to the Issuer in September 2023, pursuant to an agreement entered into by and among Algo, Corvus and such third party. These shares of Common Stock were sold by such financial institution pursuant to the terms and conditions of the Loan Agreement.
4. The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.426-0.452, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
5. The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.307-0.371, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
6. The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.290-0.307, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.279-0.307, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.266-0.303, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.223-0.276, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.247-0.405, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.255-0.265, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range. Following the sales of shares of Common Stock as reported in this Form 4, Algo no longer holds 10% of the outstanding shares of Common Stock of the Issuer.
/s/ Andrew Regan 09/19/2024
Corvus Capital Limited By: /s/ Andrew Regan, Chief Executive Officer 09/19/2024
Algo Holdings, Inc. By: /s/ Alexander Lambert, Director 09/19/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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