UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2025

Conduit Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41245	87-3272543
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4851 Tamiami Trail North, Suite 200, Naples, FL		34103
(Address of principal executive offices)		(Zip Code)

(646) 491-9132

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	CDT	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	CDTTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

In an effort to reduce its outstanding debt, on February 7, 2025, Conduit Pharmaceuticals Inc. (the “Company”) paid the Note, as defined below, in the full principal amount of $600,000 and, accordingly, satisfied all of its obligations under such note. As previously disclosed, on October 28, 2024, the Company issued a promissory note (the “Note”) to Nirland Limited (the “Lender”) in the original principal amount of $600,000 in exchange for funds in such amount of which bore interest at a rate of 12% per annum, was due and payable semi-annually in arrears, and was to mature on October 31, 2025.

In addition, as of February 10, 2025, with respect to the Lender’s Senior Note, as defined below, pursuant to the terms of the Senior Note, the Lender has previously converted approximately $1.7 million of the original principal amount of $2,650,000 under the Senior Note into shares of common stock of the Company. As previously disclosed, on August 6, 2024, as subsequently amended in October and November of 2024, the Company had entered into a Senior Secured Promissory Note (the “Senior Note”) and a security agreement with the Lender, pursuant to which the Company issued and sold the Senior Note in the original principal amount of $2,650,000, inclusive of a $500,000 original issuance discount. The Senior Note bears interest at a rate of 12% per annum, accruing daily on a 365-day basis, payable monthly in arrears as cash, or accrued at the Lender’s discretion.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONDUIT PHARMACEUTICALS INC.

February 11, 2025	By:	/s/ David Tapolczay
	Name:	David Tapolczay
	Title:	Chief Executive Officer

Conduit Pharmaceuticals Inc. filed SEC Form 8-K: Other Events