SC 13G 1 tm2425992d1_sc13g.htm SC 13G

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, par value $0.0001 per share

(Title of Class of Securities)

20678X106

(CUSIP Number)

August 7, 2024

(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)
x	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).

CUSIP No. 20678X106

	1.	Name of Reporting Person AstraZeneca PLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x  (Joint filers)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 9,504,465 shares¹

			6.		Shared Voting Power 0 shares

			7.		Sole Dispositive Power 9,504,465 shares²

			8.		Shared Dispositive Power 0 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,504,465 shares³

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 9.9%⁴

	12.	Type of Reporting Person (See Instructions) CO

¹ Represents shares directly held by AstraZeneca AB, a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and AstraZeneca AB may each be deemed to have sole voting and dispositive power over the shares.

²See footnote 1.

³See footnote 1.

⁴The percentage ownership was calculated based on 96,004,699 shares of the issuer’s common stock outstanding as of August 12, 2024, as reported in the issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2024.

Page 2 of 6

CUSIP No. 20678X106

	1.	Name of Reporting Person AstraZeneca AB

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x  (Joint filers)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Sweden

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 9,504,465 shares⁵

			6.		Shared Voting Power 0 shares

			7.		Sole Dispositive Power 9,504,465 shares⁶

			8.		Shared Dispositive Power 0 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,504,465 shares⁷

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 9.9%⁸

	12.	Type of Reporting Person (See Instructions) CO

⁵See footnote 1.

⁶See footnote 1.

⁷See footnote 1.

⁸See footnote 4.

Page 3 of 6

Item 1.
	(a)	Name of Issuer Conduit Pharmaceuticals Inc.
	(b)	Address of Issuer’s Principal Executive Offices 4995 Murphy Canyon Road, Suite 300 San Diego, California 92123

Item 2.
	(a)	Name of Person Filing See response to 2(c)
	(b)	Address of Principal Business Office or, if none, Residence See response to 2(c)
	(c)	Citizenship This statement is filed on behalf of: AstraZeneca PLC 1 Francis Crick Avenue Cambridge Biomedical Campus Cambridge CB2 0AA United Kingdom Citizenship: United Kingdom AstraZeneca AB SE-151 85 Sodertalje Sweden Citizenship: Sweden
	(d)	Title of Class of Securities Common Stock, par value $0.0001 per share
	(e)	CUSIP Number 20678X106

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 (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(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 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Page 4 of 6

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: 9,504,465 shares
	(b)	Percent of class: 9.9%. The percentage stated herein is based on 96,004,699 shares of the issuer’s common stock outstanding as of August 12, 2024, as reported in the issuer’s Form 10-Q filed with the SEC on August 12, 2024.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote: AstraZeneca PLC: 9,504,465 shares AstraZeneca AB: 9,504,465 shares
		(ii)	Shared power to vote or to direct the vote: AstraZeneca PLC: 0 shares AstraZeneca AB: 0 shares
		(iii)	Sole power to dispose or to direct the disposition of: AstraZeneca PLC: 9,504,465 shares AstraZeneca AB: 9,504,465 shares
		(iv)	Shared power to dispose or to direct the disposition of: AstraZeneca PLC: 0 shares AstraZeneca AB: 0 shares
AstraZeneca AB, a wholly owned subsidiary of AstraZeneca PLC, is the direct record holder of all 9,504,465 shares reported herein. Each of AstraZeneca AB and AstraZeneca PLC may be deemed to have sole voting and dispositive power with respect to such shares.
Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.

Item 8.	Identification and Classification of Members of the Group
Not applicable.

Item 9.	Notice of Dissolution of Group
Not applicable.

Item 10.	Certifications
Not applicable.

Page 5 of 6

Signatures

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

October 11, 2024

	AstraZeneca PLC

	/s/ Adrian Kemp
	Signature
	Adrian Kemp, Company Secretary
	Name/Title

	AstraZeneca AB

	/s/ Lars-Johan Cederbrant
	Signature
	Lars-Johan Cederbrant, Director and CFO
	Name/Title

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

Page 6 of 6

SEC Form SC 13G filed by Conduit Pharmaceuticals Inc.