Sec Form 3 Filing - Regan Andrew @ CONDUIT PHARMACEUTICALS INC. - 2023-09-22

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Regan Andrew 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) (Last) (First) (Middle) 4995 MURPHY CANYON ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2023 (Street) SAN DIEGO, CA92123 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.0001 per share ("Shares") 66,650 ( 1 ) D ( 1 ) Shares 45,527,149 ( 2 ) I ( 3 ) See footnotes ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Regan Andrew 4995 MURPHY CANYON ROAD, SUITE 300 SAN DIEGO, CA92123 X X Corvus Capital Ltd. 4995 MURPHY CANYON ROAD, SUITE 300 SAN DIEGO, CA92123 X See Responses Algo Holdings, Inc. 4995 MURPHY CANYON ROAD, SUITE 300 SAN DIEGO, CA92123 X See Responses Signatures /s/ Andrew Regan 09/26/2023 Signature of Reporting Person Date Corvus Capital Ltd. /s/ Andrew Regan, Chief Executive Officer 09/26/2023 Signature of Reporting Person Date Algo Holdings, Inc. /s/ Alexander Lambert, Sole Director 09/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 66,650 Shares received by Dr. Regan as consideration in respect of the convertible promissory notes of Conduit Pharmaceuticals Limited ("Conduit") held by him pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 8, 2022 and as amended on January 27, 2023 and May 11, 2023, by and among the Company, Conduit and Conduit Merger Sub, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of MURF (the "Merger Sub"). As a result of, and upon consummation of the transactions contemplated by, the Merger Agreement, the Company changed its name from "Murphy Canyon Acquisition Corp." to "Conduit Pharmaceuticals Inc." ( 2 )Reflects 31,148,454 Shares issued to Corvus Capital Ltd. and 14,378,695 Shares issued to Algo Holdings, Inc., which were received by such holders as consideration pursuant to the Merger Agreement. ( 3 )Dr. Regan is the Chief Executive Officer of Corvus Capital Ltd., and Algo Holdings, Inc. is a wholly owned subsidiary of Corvus Capital Ltd. By virtue of this relationship, Dr. Regan may be deemed to share beneficial ownership of the securities held of record by each of Corvus Capital Ltd. and Algo Holdings, Inc. Dr. Regan disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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