UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 9, 2024

Conduit Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (760) 471-8536

(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):

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

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 1.01 Entry into a Material Definitive Agreement.

The information set forth under Item 2.03 below is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 20, 2023, Conduit Pharmaceuticals Limited, a wholly-owned subsidiary of Conduit Pharmaceuticals Inc. (the “Company”), issued to Vrezh Isayan and Sharon Lee Isayan (the “Payees”) a Convertible Promissory Note due September 20, 2024 (the “Maturity Date”) in the principal amount of $800,000 (the “Convertible Note”). The Convertible Note accrued interest at 20% per annum and was payable every six months from March 20, 2023. The principal amount, along with any accrued and unpaid interest, was convertible by the Payees into common stock at a fixed price of $10 per share. All accrued but unpaid interest was due on the Maturity Date.

On October 9, 2024, with effect as of September 20, 2024, the Company and the Payees amended the Convertible Note pursuant to that certain Loan Extension Amendment (the “Note Amendment”), whereby the Convertible Note was amended to, (i) extend the Maturity Date to October 20, 2024, unless further extended pursuant to the terms therein (the “Repayment Date”), (ii) provide for the issuance prior to October 23, 2024, pursuant to an exemption from the registration requirement of the Securities Act of 1933, as amended, (a) $80,000 worth of shares of the Company’s common stock with respect to accrued but unpaid interest as of September 30, 2024, to be issued at the closing market price as of the day prior to the issuance and (b) 2,000,000 shares of the Company’s common stock, and (iii) waive the interest and principal previously payable, and extend its payment to become due on the Repayment Date. In addition, the Note Amendment permits the Company, in its sole discretion, to further extend the Repayment Date of the Note Amendment to November 19, 2024 or December 19, 2024.

On October 11, 2024, pursuant to the terms of the Note Amendment, the Company issued an aggregate of 2,781,250 shares of Common Stock in satisfaction of its obligations identified in (ii)(a) and (b) above.

The foregoing descriptions of the Convertible Note and the Note Amendment do not purport to be complete and are qualified in their entirety by reference to the Convertible Note and Note Amendment, which are filed as Exhibits 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

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.