MURPHY CANYON AC(MURF) - 2023 Q4 - Annual Report

PART I Business Overview Conduit Pharmaceuticals Inc. completed a merger on September 22, 2023, and is now listed on Nasdaq under 'CDT', focusing on developing clinical assets from pharmaceutical companies through Phase II trials for licensing - Conduit Pharmaceuticals Inc. completed a merger on September 22, 2023, and its common stock (CDT) and warrants (CDTTW) began trading on Nasdaq on September 25, 2023[24] - The company's business model involves acting as a 'conduit' to develop clinical assets from pharmaceutical companies, using solid-form technology to extend intellectual property, and commercializing products with life science companies[25][41][369] - Key clinical assets in the pipeline include AZD1656 (a glucokinase activator targeting autoimmune diseases) and AZD5904 (a myeloperoxidase inhibitor targeting idiopathic male infertility)[27][31][34][35][70][375] - Conduit leverages an exclusive relationship with St George Street Capital to fund the development of clinical assets initially licensed from AstraZeneca, utilizing existing preclinical and clinical safety data[30][32][35][44][45][47][48][49][71][374][376] - The company intends to develop clinical assets through Phase II trials and then monetize them through licensing opportunities with large biotech or pharmaceutical companies, typically for upfront milestone payments and royalty income streams[29][38][39][40][121][373] - Conduit wholly owns the intellectual property for AZD1656 Cocrystal (patent pending, expires 02/09/2042) targeting autoimmune diseases[27][34][70] Global Biotechnology and Pharmaceutical Market Projections | Industry | 2023 Valuation (in trillion $) | Projected Growth (CAGR) | Projected 2030/2028 Valuation (in trillion $) | | :----------------------- | :---------------- | :-------------------------- | :-------------------------------- |\ | Global Biotechnology | $1.55 trillion | 13.96% (2024-2030) | N/A (growth to 2030) |\ | Global Pharmaceutical | N/A | 3.2% (annualized over 5 years) | $1.3 trillion (over next 5 years) | AZD1656 and AZD5904 Development Status and Target Indications | Asset | Therapeutic Area | Stage of Development (AstraZeneca) | Next Stage by Conduit | Anticipated Exit Stage for Monetization | | :------- | :--------------------------- | :--------------------------------- | :-------------------- | :-------------------------------------- |\ | AZD1656 | Type 2 Diabetes | Preliminary, Phase I, Phase II | N/A | N/A | | AZD1656 | Renal Transplant Patients with Type II Diabetes | Preliminary, Phase I, Phase II | N/A | N/A | | AZD1656 | Covid-19 | Preliminary, Phase I | N/A | N/A (economic interest only) | | AZD5904 | Idiopathic Male Infertility | Preliminary, Phase I | Phase II | Following completion of Phase II | | AZD1656 | Hashimoto's Thyroiditis & Grave's Disease | N/A | Phase II | Following completion of Phase II | | AZD1656 | Uveitis | N/A | Phase II | Following completion of Phase II | | AZD1656 | Preterm Labor | N/A | Phase II | Following completion of Phase II | | AZD1656 | Renal Transplant | N/A | Phase II | Following completion of Phase II | - Conduit does not intend to commercialize any clinical assets or seek marketing approval from the FDA, but rather license them to third parties after Phase II trials[38][121] - The company relies on third-party CROs and other third parties to conduct and oversee clinical trials and other aspects of product development, and on third-party manufacturers for API and finished product supply[28][110][111] Key Patent Information for Clinical Assets | Clinical Asset | Mechanism of Action | Patent Information and Status | Ownership/Licensing | Jurisdictions Protected | Expiration | | :------------- | :------------------ | :---------------------------- | :------------------ | :---------------------- | :--------- |\ | AZD1656 | Glucokinase Activator | Composition of Matter Patent; 101901 (family number) - Granted and in force | Licensed to St George Street Capital from AstraZeneca | Australia, Brazil, Canada, Switzerland, China, Germany, European Procedure, Spain, France, United Kingdom, Hong Kong, India, Japan, South Korea, Mexico, Netherlands, Russian Federation, Sweden, Turkey, United States | July 3, 2026 | | AZD1656 | Glucokinase Activator | Polymorph Patent; 103631 (family number) - Granted and in force | Licensed to St George Street Capital from AstraZeneca | China and United States | February 2030 | | AZD1656 | Glucokinase Activator | Co-crystal PCT/IB2022/00075 - Filed September 2, 2022 | Owned by Conduit Pharmaceuticals | Global | September 2, 2042 (if granted) | | AZD5904 | MPO Inhibitor | Idiopathic Male Infertility; AZD5904 use patent; 200644 (family number) [WO/2019/016074] | Licensed to St George Street Capital from AstraZeneca | International Description | July 12, 2038 | Risk Factors The company faces significant risks including substantial doubt about its ability to continue as a going concern due to recurring net losses and the need for additional funding - There is substantial doubt regarding the company's ability to continue as a going concern, having incurred net losses of $0.5 million in 2023 and $4.9 million in 2022, and an accumulated deficit of $11.3 million as of December 31, 2023[20][219][235][405] - The company's success is highly dependent on the successful development, regulatory approval, and commercialization or partnering of its clinical assets, particularly AZD1656 and AZD5904, which is an expensive, time-consuming, and uncertain process[21][221][225][229] - Regulatory approval for early-stage clinical assets is uncertain, with the FDA and foreign bodies having substantial discretion to delay, limit, or deny approval, which would adversely impact commercialization and revenue generation[21][232][233] - The company relies heavily on third-party Contract Research Organizations (CROs) and manufacturers for clinical trials and product supply, exposing it to risks if these third parties fail to meet requirements, deadlines, or regulatory compliance[21][252][253][257][259] - Failure to adequately protect intellectual property, including patents and trade secrets, could adversely affect the business, financial condition, and operating results, especially given the global nature of IP protection and potential infringement claims[21][293][298][302] - Concentration of ownership (Corvus Capital Limited, Algo Holdings, Inc., and Andrew Regan beneficially own 61.7% of voting power) makes the company a 'controlled company' under Nasdaq rules, which could delay or prevent a change in control[284][286][529] - Material weaknesses were identified in internal control over financial reporting, including limited segregation of duties, lack of formal review processes, and inadequate controls for material transactions, which could lead to misstatements and impact investor confidence[241][245][448][450] Unresolved Staff Comments There are no unresolved staff comments to report - The company has no unresolved staff comments[346] Cybersecurity The company operates in the biotechnology sector and is subject to various cybersecurity risks, employing a risk-based approach with Board oversight - The company operates in the biotechnology sector and is subject to cybersecurity risks including intellectual property theft, fraud, extortion, and data leakage[347] - A risk-based approach is implemented to identify and assess cybersecurity threats, and third-party service providers are required to maintain comprehensive cybersecurity practices[347] - The Board and Audit Committee assess cybersecurity threats and mitigation measures, with management reporting regularly on the cybersecurity program and risks[349] - As of the report date, no cybersecurity threats have materially affected or are reasonably likely to materially affect the company's business strategy, results of operations, or financial condition[350] Properties Conduit Pharmaceuticals Inc. operates as a virtual company but has leased laboratory space in Cambridge Science Park, United Kingdom, since March 7, 2024 - The company operates as a virtual company but has leased laboratory space at Cambridge Science Park in the United Kingdom since March 7, 2024[351][145] - The lease for the Cambridge lab space is for £92,925 per annum (approximately $10,000 per month) and runs until January 2027, intended to develop proprietary solid-form intellectual property[351][145] Legal Proceedings The company is not currently party to any material legal proceedings, except for a claim filed by Strand Hanson Limited in September 2023 - The company is not currently party to or aware of any material legal proceedings, other than a claim from Strand Hanson Limited[352][700] - Strand Hanson Limited filed a claim on September 7, 2023, seeking $2 million in advisory fees and 6.5 million shares of common stock following the Business Combination[314][353][701] - Conduit disputes the claim and intends to vigorously defend against it, noting that the litigation may impact the business due to defense legal costs and diversion of management attention[314][353][701] Mine Safety Disclosures This item is not applicable to the company - The company is not subject to mine safety disclosures[354] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Conduit's common stock and redeemable warrants are traded on Nasdaq, with no anticipated cash dividends in the foreseeable future - Conduit's common stock trades on The Nasdaq Global Market under 'CDT', and its redeemable warrants trade on The Nasdaq Capital Market under 'CDTTW'[4][24][357] Common Stock and Holders Information | Metric | Value | | :-------------------------- | :-------------------- |\ | Common Stock Closing Price (April 12, 2024) | $3.18 per share |\ | Holders of Record (April 12, 2024) | Approximately 400 | - The company does not anticipate paying any cash dividends in the foreseeable future, planning to retain future earnings to fund business development and growth[324][360] - On March 20, 2024, the company issued warrants in a private placement to an unrelated third party, allowing the purchase of up to 260,000 shares of common stock at an exercise price of $3.18 per share, vesting over one year[362][363][145] Reserved This item is reserved and contains no information - Item 6 is reserved[367] Management's Discussion and Analysis of Financial Condition and Results of Operations Conduit Pharmaceuticals Inc. completed a reverse recapitalization merger in September 2023, reporting a net loss of $0.5 million in 2023, and faces going concern doubts despite recent financing - The company completed a reverse recapitalization merger on September 22, 2023, with Murphy Canyon Acquisition Corp. (MURF) being treated as the acquired company for financial reporting purposes[368][606][607] Key Financial Results (in thousands) | Metric | Year Ended Dec 31, 2023 (in thousands $) | Year Ended Dec 31, 2022 (in thousands $) | Change (Amount, in thousands $) | Change (%) | | :-------------------------------- | :---------------------- | :---------------------- | :-------------- | :--------- |\ | Research and development expenses | $90 | $37 | $53 | 143% |\ | General and administrative expenses | $5,173 | $3,049 | $2,124 | 70% |\ | Funding expenses | $0 | $74 | $(74) | -100% |\ | Other income (expense), net | $4,923 | $(1,727) | $6,650 | 385% |\ | Interest expense, net | $(211) | $0 | $(211) | nm* |\ | Net income (loss) | $(535) | $(4,887) | $4,352 | 89% | - The increase in R&D expenses was primarily due to the development of AZD1656 co-crystals, targeting various autoimmune diseases[397] - General and administrative expenses increased significantly due to higher professional fees (legal, accounting, consulting), salaries, payroll, stock compensation, and employee insurance[398] - Other income (expense), net, saw a substantial positive change due to gains on the derecognition and fair value changes of the Cizzle and Vela options, partially offset by a loss on Vela option issuance and foreign currency transaction loss[400] - The company has incurred significant net losses and negative cash flows from operations since inception, leading to substantial doubt about its ability to continue as a going concern[405][408][610] - Primary sources of capital have been private placements of equity, convertible debt, and PIPE financing ($7.8 million net proceeds in 2023). A $5 million commitment from Corvus Capital is expected to cover operating costs for the coming year[235][405][610] Cash Flow Summary (in thousands) | Activity | Year Ended Dec 31, 2023 (in thousands $) | Year Ended Dec 31, 2022 (in thousands $) | | :-------------------------- | :---------------------- | :---------------------- |\ | Operating Activities | $(7,725) | $(2,266) |\ | Investing Activities | $725 | $(183) |\ | Financing Activities | $10,929 | $2,448 |\ | Net change in cash | $4,228 | $0 | - The company's critical accounting estimates include going concern assessment, fair value measurements (Level 1, 2, 3) for option liabilities (Vela using Monte Carlo, Cizzle using Black-Scholes-Merton) and convertible notes, and fair value option for convertible notes[425][427][428][429][431][433][434][435][436][437] - The company is an 'emerging growth company' and 'smaller reporting company', allowing it to take advantage of reduced disclosure requirements and an extended transition period for new accounting standards[439][441][634][635] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Conduit Pharmaceuticals Inc. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Conduit Pharmaceuticals Inc. is exempt from providing quantitative and qualitative disclosures about market risk[443] Financial Statements and Supplementary Data This section refers to the audited financial statements and supplementary data, which are included elsewhere in the report following Item 15 - The audited financial statements and supplementary data are included following Item 15 of this report[444] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure - There are no changes in or disagreements with accountants on accounting and financial disclosure[445] Controls and Procedures Management identified material weaknesses in internal control over financial reporting as of December 31, 2023, leading to a restatement, with remediation efforts underway - Management evaluated the effectiveness of disclosure controls and procedures as of December 31, 2023[446] - Material weaknesses in internal control over financial reporting were identified, including limited segregation of duties, lack of a formal review process for financial statements, and inadequate internal controls for material transactions, which led to a restatement for previous periods[448][450] - Remediation measures include hiring a Chief Financial Officer, additional qualified accounting personnel, engaging consultants, and developing/expanding IT systems and application controls[449] - The material weaknesses are not yet fully remediated, and the company cannot predict the success of these efforts or the outcome of future assessments[449][452] - Changes in internal control over financial reporting during the fiscal year include the addition of a full-time CFO, implementation of ERP accounting systems, and increased accounting and financial reporting consulting resources[454] Other Information During the year ended December 31, 2023, none of the company's directors or officers adopted or terminated any Rule 10b5-1 trading arrangements - No directors or officers adopted or terminated any Rule 10b5-1 trading arrangements during the year ended December 31, 2023[455] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - The company is not subject to disclosures regarding foreign jurisdictions that prevent inspections[456] PART III Directors, Executive Officers and Corporate Governance Conduit's executive officers and seven-member board, with a majority of independent directors, oversee risk management through committees and adhere to a Code of Conduct Executive Officers and Directors (as of April 16, 2024) | Name | Age | Position | | :----------------- | :-- | :------------------------------------- |\ | David Tapolczay | 64 | Chief Executive Officer and Director |\ | Adam Sragovicz | 54 | Chief Financial Officer | | Freda Lewis-Hall | 69 | Chairperson of the Board of Directors |\ | James Bligh | 36 | Director | | Faith L. Charles | 62 | Director | | Chele Chiavacci Farley | 57 | Director | | Jennifer I. McNealey | 50 | Director | | Andrew Regan | 58 | Director | - The board of directors consists of seven members, with a majority (all except Messrs. Bligh, Tapolczay, and Regan) qualifying as independent under Nasdaq listing standards[470][471] - The company separates the roles of Chairperson of the board (Dr. Lewis-Hall) and Chief Executive Officer (Dr. Tapolczay) to maintain a link between management and non-executive directors[473] - The board oversees risk management directly and through its Audit, Compensation, and Nominating and Corporate Governance Committees, which address financial, compensation, and governance risks, respectively[474][475][476][479][481] - A written Code of Conduct applies to all directors, officers, and employees, covering ethical and compliance principles. An Insider Trading Policy prohibits short sales, derivatives, margin accounts, and pledging of company securities[485][487][488] - All Section 16(a) filing requirements were generally complied with during 2023, with one inadvertent delinquent filing noted for a stock option issued to Freda Lewis-Hall[490] Executive Compensation Executive compensation for 2023 included salaries and significant equity awards for CEO David Tapolczay and CFO Adam Sragovicz, with a 2023 Stock Incentive Plan authorizing share issuances Fiscal 2023 Summary Compensation Table (in $) | Name and Principal Position | Fiscal Year | Salary (in $) | Stock Awards (1) (in $) | Option Awards (1) (in $) | Total (in $) | | :-------------------------- | :---------- | :--------- | :------------------- | :-------------------- | :-------- |\ | David Tapolczay, CEO | 2023 | 139,933 | - | 1,203,239 | 1,343,172 |\ | Adam Sragovicz, CFO | 2023 | 116,667 | 410,743 | - | 527,410 | - Dr. Tapolczay's employment agreement includes an annual base salary of $550,000, a target annual bonus of 50% of base salary, and a sign-on stock option for 0.40% of common stock, vesting over four years[496] - Mr. Sragovicz's employment agreement includes an annual base salary of $400,000, a target annual bonus of 40% of base salary, and a sign-on restricted stock unit award for 0.10% of common stock, vesting over three years[503] - The 2023 Stock Incentive Plan initially reserved 11,497,622 shares of Common Stock for issuance, with annual increases equal to the lesser of 5% of outstanding shares or a smaller number determined by the board[513] Securities Authorized for Issuance under Equity Compensation Plans (as of Dec 31, 2023) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) (in $) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | :------------------------------------------ | :-------------------------------------------------------------------------------- | :------------------------------------------------------------------------------ | :------------------------------------------------------------------------------------------------------------------------------------------------ |\ | Equity compensation plans approved by security holders (2023 Plan) | 1,146,264 | $5.51 | 10,351,358 | | Equity compensation plans not approved by security holders | - | - | - | | Total | 1,146,264 | $5.51 | 10,351,358 | Non-Employee Director Compensation (Fiscal 2023, in $) | Name | Fees earned or paid in cash (in $) | Option awards (in $) (1) | All Other Compensation (in $) | TOTAL (in $) | | :------------------- | :------------------------------ | :-------------------- | :------------------------- | :-------- |\ | James Bligh | 424,739 | 902,428 | 108,606 | 1,435,773 |\ | Faith L. Charles | 12,250 | 255,180 | - | 208,809 |\ | Chele Chiavacci Farley | 13,750 | 255,180 | - | 267,430 |\ | Freda Lewis-Hall | 20,125 | 255,180 | - | 275,305 |\ | Jennifer I. McNealey | 11,875 | 255,180 | - | 267,055 |\ | Andrew Regan | 599,047 | - | 243,034 | 842,081 | - Non-employee directors receive annual cash retainers ($35,000 base, plus additional for committee chairs/members) and initial/annual stock options (65,000 shares for Initial Award, 32,500 for Annual Award), with a maximum annual compensation limit of $750,000 ($1,000,000 for initial service year)[520][521][522][524] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters As of April 16, 2024, Conduit had 73,829,536 shares of Common Stock outstanding, with significant beneficial ownership concentrated among key investors and directors - As of April 16, 2024, there were 73,829,536 shares of Common Stock issued and outstanding[6][528] Beneficial Ownership of Common Stock (as of April 16, 2024) | Name and Address of Beneficial Owner | Number of shares of Common Stock | % of Common Stock* | | :----------------------------------- | :------------------------------- | :----------------- |\ | Andrew Regan | 45,593,799 | 61.8% |\ | All directors and executive officers as a group (8 individuals) | 51,003,792 | 68.3% |\ | Corvus Capital Limited | 45,593,799 | 62.6% |\ | Murphy Canyon Acquisition Sponsor, LLC | 4,724,250 | 6.5% |\ | St George Street Capital | 4,749,816 | 6.5% |\ | Nirland Limited | 6,231,753 | 8.3% | - Andrew Regan, through Corvus Capital Limited and its subsidiary Algo Holdings, Inc., beneficially owns 61.8% of the outstanding common stock[529][530] Certain Relationships and Related Transactions, and Director Independence The company has a policy for reviewing related party transactions, with significant dealings involving the Sponsor, Corvus Capital Limited, St George Street Capital, and A.G.P./Alliance Global Partners - The board of directors adopted a policy for the Audit Committee to review and approve related party transactions exceeding $120,000, considering factors such as ordinary course of business, favorable terms, and potential benefits[533][534][535] - Murphy Canyon Acquisition Sponsor LLC (the 'Sponsor') initially purchased 4,312,500 Founder Shares and 754,000 private units, with certain lock-up provisions[536][538] - A $0.3 million unsecured promissory note from the Sponsor to the company was paid in full on February 10, 2022[540] - An administrative services agreement with an affiliate of the Sponsor resulted in payments of $10,000 per month for office space, utilities, and administrative support[541] - Corvus Capital Limited, a significant investor and related party (CEO Andrew Regan is a director), received 31,148,454 shares of common stock post-merger, holding approximately 61.7% of outstanding shares[550] - Corvus Capital provided a $0.2 million cash contribution to the company in 2023 and issued convertible notes payable totaling $0.4 million to its CEO in early 2023, which converted into common stock upon merger[705][706] - The company has a Global Funding Agreement with St George Street Capital (a significant investor, CEO David Tapolczay is also Conduit's CEO) for exclusive rights to fund drug discovery and development projects, entitling Conduit to 100% of net revenue on funded projects[556][557][708][709] - A.G.P./Alliance Global Partners, as financial advisor to both MURF and Old Conduit in the merger, received a $6.5 million cash fee, 1,300,000 shares of Common Stock, and warrants, with $5.7 million in fees deferred, raising potential conflict of interest concerns[558][650] Principal Accountant Fees and Services Marcum LLP provided audit and audit-related fees totaling $558,725 in 2023, with all services pre-approved by the Audit Committee Fees Paid to Marcum LLP (in $) | Fee Type | Year Ended Dec 31, 2023 (in $) | Year Ended Dec 31, 2022 (in $) | | :---------------- | :---------------------- | :---------------------- |\ | Audit Fees | $254,800 | $133,900 |\ | Audit-Related Fees | $303,925 | $66,950 |\ | Tax Fees | $0 | $0 |\ | All Other Fees | $0 | $0 | - The Audit Committee pre-approves all auditing services and permitted non-audit services performed by the auditors, including fees and terms[565] PART IV Exhibits and Financial Statement Schedules This section lists all exhibits and financial statement schedules filed as part of the 10-K report, including merger agreements, organizational documents, and various financing and compensation agreements - The section provides an index of exhibits and financial statement schedules filed as part of the Annual Report on Form 10-K[567][569] - Exhibits include merger agreements, organizational documents, various financing and compensation agreements, and certifications (e.g., Section 302 and 906 certifications)[568][570][571] Form 10-K Summary The company has not provided a Form 10-K Summary - The company has not provided a Form 10-K Summary[573] Signatures The report is duly signed on behalf of Conduit Pharmaceuticals Inc. by its Chief Executive Officer, Chief Financial Officer, and other directors as of April 16, 2024 - The report is signed by David Tapolczay (Chief Executive Officer), Adam Sragovicz (Chief Financial Officer), and other directors as of April 16, 2024[575][577][579][580] Financial Statements Report of Independent Registered Public Accounting Firm Marcum LLP issued an unqualified opinion on Conduit Pharmaceuticals Inc.'s consolidated financial statements for 2023 and 2022, with an explanatory paragraph on going concern uncertainty - Marcum LLP issued an unqualified opinion on the consolidated financial statements for the years ended December 31, 2023 and 2022[586] - The report includes an explanatory paragraph indicating substantial doubt about the company's ability to continue as a going concern due to significant losses and the need for additional funding[587] Consolidated Balance Sheets As of December 31, 2023, total assets significantly increased to $7.224 million, while total liabilities decreased to $7.681 million, improving the stockholders' deficit Consolidated Balance Sheet Summary (in thousands) | Item | December 31, 2023 (in thousands $) | December 31, 2022 (in thousands $) | | :------------------------ | :---------------- | :---------------- |\ | ASSETS | | |\ | Cash and cash equivalents | $4,228 | $- |\ | Prepaid expenses | $1,505 | $- |\ | Total current assets | $5,733 | $- |\ | Total assets | $7,224 | $5 |\ | LIABILITIES | | |\ | Total current liabilities | $1,801 | $4,176 |\ | Convertible notes payable, carried at fair value | $- | $1,835 |\ | Liability related to the sale of future revenue | $- | $4,083 |\ | Derivative warrant liability | $142 | $- |\ | Deferred commission payable | $5,738 | $- |\ | Total liabilities | $7,681 | $10,094 |\ | STOCKHOLDERS' DEFICIT | | |\ | Accumulated deficit | $(11,299) | $(10,770) |\ | Total stockholders' deficit | $(457) | $(10,089) | - The significant increase in cash and cash equivalents in 2023 is primarily due to proceeds from the Merger and PIPE financing[421][616] - The decrease in total liabilities is largely attributable to the conversion of convertible notes payable and the derecognition of option liabilities related to the sale of future revenue[400][660][665][672] Consolidated Statements of Operations and Comprehensive Income (Loss) Conduit Pharmaceuticals Inc. reported a net loss of $0.535 million for 2023, a substantial improvement from 2022, driven by increased other income despite higher operating costs Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except per share data) | Item | Year Ended Dec 31, 2023 (in thousands $) | Year Ended Dec 31, 2022 (in thousands $) | | :---------------------------------------- | :---------------------- | :---------------------- |\ | Research and development expenses | $90 | $37 |\ | General and administrative expenses | $5,172 | $3,049 |\ | Funding expenses | $- | $74 |\ | Total operating costs and expenses | $5,262 | $3,160 |\ | Operating loss | $(5,262) | $(3,160) |\ | Other income (expense), net | $4,923 | $(1,727) |\ | Interest income | $15 | $- |\ | Interest expense, net | $(211) | $- |\ | Total other (expense) income, net | $4,727 | $(1,727) |\ | Net income (loss) | $(535) | $(4,887) |\ | Basic earnings/(net loss) per share | $(0.01) | $(0.13) |\ | Diluted earnings/(net loss) per share | $(0.09) | $(0.13) |\ | Foreign currency translation adjustment | $(264) | $753 |\ | Total comprehensive income (loss) | $(799) | $(4,134) | - Net loss significantly decreased from $4.887 million in 2022 to $0.535 million in 2023, primarily driven by a $6.650 million increase in other income (expense), net[396][400][596] - Total operating costs and expenses increased by $2.102 million (66%) year-over-year, mainly due to higher general and administrative expenses ($2.124 million increase) and research and development expenses ($0.053 million increase)[396][397][398][596] Consolidated Statements of Changes in Stockholders' Deficit The consolidated statements show a significant reduction in total stockholders' deficit from $(10.089) million in 2022 to $(0.457) million in 2023, primarily due to common stock issuance from the Merger and PIPE Financing Consolidated Statements of Changes in Stockholders' Deficit (in thousands, except share amounts) | Item | Common Stock Shares | Common Stock Amount (in thousands $) | Additional paid-in capital (in thousands $) | Accumulated deficit (in thousands $) | Accumulated other comprehensive income (in thousands $) | Total stockholders' deficit (in thousands $) | | :------------------ | :------------------ | :------------------------- | :------------------ | :------------------------------------- | :-------------------------- |\ | Balance at January 1, 2022 | 2,000 | $0 | $0 | $(5,877) | $(65) | $(5,942) |\ | Adjusted Balances, beginning of period* | 64,626,430 | $6 | $0 | $(5,883) | $(78) | $(5,955) |\ | Net loss | - | - | - | $(4,887) | - | $(4,887) |\ | Balance at December 31, 2022 | 64,626,430 | $6 | $0 | $(10,770) | $675 | $(10,089) |\ | Balance at December 31, 2023 | 73,829,536 | $7 | $10,424 | $(11,299) | $411 | $(457) | - The increase in additional paid-in capital and reduction in accumulated deficit primarily resulted from the issuance of common stock related to the Merger and PIPE Financing, as well as capital contributions from related parties[598] Consolidated Statements of Cash Flows For 2023, Conduit Pharmaceuticals Inc. reported a net cash increase of $4.228 million, driven by significant financing activities that offset negative operating cash flows Consolidated Statements of Cash Flows (in thousands) | Cash flows from operating activities: | Year Ended Dec 31, 2023 (in thousands $) | Year Ended Dec 31, 2022 (in thousands $) | | :------------------------------------ | :---------------------- | :---------------------- |\ | Net cash (used in) operating activities | $(7,725) | $(2,266) |\ | Net cash (used) provided by investing activities | $725 | $(183) |\ | Net cash provided by financing activities | $10,929 | $2,448 |\ | Effect of exchange rate changes on cash and cash equivalents | $299 | $1 |\ | Net (decrease) increase in cash and cash equivalents | $4,228 | $- | - Net cash used in operating activities increased to $7.725 million in 2023, primarily due to a net loss and changes in operating assets and liabilities, including prepaid expenses and accrued liabilities[417][602] - Net cash provided by financing activities was $10.929 million in 2023, mainly from the Merger and PIPE financing proceeds ($8.493 million), issuance of convertible notes payable ($2.286 million), and a capital contribution from a related party ($0.150 million)[421][602] - Net cash provided by investing activities was $0.725 million in 2023, driven by proceeds from an option fee received from Vela ($0.497 million) and loan repayment from a related party ($0.585 million), partially offset by a new loan issuance to a related party ($0.357 million)[419][602] Notes to Financial Statements The Notes provide detailed financial information, including the company's business nature, reverse recapitalization accounting, ongoing going concern uncertainty, restatement of prior financials, fair value measurements, and subsequent events - The company is a clinical-stage specialty biopharmaceutical company formed to develop and commercialize clinical assets from pharmaceutical companies, addressing unmet medical needs[604] - The September 22, 2023 merger was accounted for as a reverse recapitalization, with Old Conduit treated as the accounting acquirer, resulting in no goodwill or other intangible assets recorded[606][607][650] - Management has concluded there is substantial doubt about the company's ability to continue as a going concern for at least 12 months due to significant losses and the need for additional funding, despite recent PIPE financing and a $5 million commitment from a major shareholder[610][611] - Previously issued unaudited financial statements for Q1, Q2, and Q3 2023 were restated due to errors in capitalizing certain merger-related expenses, which had understated net income (loss) and prepaid expenses[640][641] - Fair value measurements are categorized into Level 1, 2, and 3. Convertible notes payable were valued using a probability-weighted income approach (Level 3), while option liabilities (Cizzle, Vela) were valued using Black-Scholes and Monte Carlo Simulation models, respectively. Liability Classified Warrants are Level 2[428][429][430][431][433][434][435][436][437][618][619][620][651][652][655][656] - The company issued 1,071,719 stock options and 74,545 restricted stock units (RSUs) under the 2023 Stock Incentive Plan, recognizing $0.2 million in stock-based compensation expense in 2023[681][682][683][685] - Subsequent events include a $5 million working capital commitment from Corvus Capital (a major shareholder) on March 4, 2024, and a lease agreement for laboratory space in Cambridge Science Park on March 7, 2024[145][734][735]