UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
To the extent required by Item 1.02 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Market Value of Publicly Held Shares and Market Value of Listed Securities Requirements
On February 11, 2025, the Company presented its plan of compliance to the Nasdaq Hearing Panel and requested an extension of time within which to do so, in response to a Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard as previously disclosed on December 12, 2024. In addition, the Company proactively presented its plan of compliance with the MVPHS Requirement and MVLS Requirement notifications, as previously disclosed on August 15, 2024. The Company is intending to provide any updates further to its Hearing to Nasdaq no later than February 19, 202 and is currently awaiting the Nasdaq Hearing Panel’s determination.
As expected, while the Company awaits such determination, given the initial grace period of 180 calendar days expired on February 11, 2025 to regain compliance the Nasdaq Market Value of Publicly Held Shares and Market Value of Listed Securities requirements, on February 12, 2025, Nasdaq informed the Company that the Staff had determined that the Company had not regained compliance with such requirements and as a result, pursuant to Nasdaq Listing Rule 5810(d)(2), these deficiencies now become additional bases for delisting the Company’s securities from the Nasdaq Global Market. The Company has already addressed these concerns before the Nasdaq Hearings Panel, although there can no assurance it will be permitted to implement its plan of compliance and ultimately regain compliance and remain listed on any Nasdaq Market.
Item 8.01. Other Events
In an effort to reduce its outstanding debt to satisfy compliance with certain Nasdaq deficiencies, on February 13, 2025, the Company paid the remaining outstanding portion of the Senior Note, as defined below, issued to Nirland Limited (the “Lender”) in the remaining principal amount of $926,149 and, accordingly, satisfied all of its obligations in all respects under the Senior Note and Security Agreement, defined below.
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 (the “Security Agreement”), 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. As a result of satisfying its obligations under the Senior Note, all of the Company’s assets are once again free and clear of any liens, security interests or encumbrances.
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 19, 2025 | By: | /s/ David Tapolczay |
| Name: | David Tapolczay | |
| Title: | Chief Executive Officer | |