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): September 7, 2023
Murphy
Canyon Acquisition Corp.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41245 |
|
87-3272543 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
4995
Murphy Canyon Road, Suite 300
San Diego, California |
|
92123 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 760-471-8536
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Units,
each consisting of one share of Class A Common Stock and one Redeemable Warrant |
|
MURFU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class
A Common Stock, par value $0.0001 per share |
|
MURF |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
MURFW |
|
The
Nasdaq Stock Market LLC |
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
8.01. Other Events.
On
September 7, 2023, Murphy Canyon Acquisition Corp. (“Murphy Canyon”) issued a press release announcing that its special meeting
of shareholders (the “Meeting”), which was originally scheduled for September 13, 2023, has been postponed to 10:00 a.m.,
Eastern Time, on Wednesday, September 20, 2023. At the Meeting, stockholders of Murphy Canyon will be asked to vote on proposals
to approve, among other things, its initial business combination with Conduit Pharmaceuticals Limited, a Cayman Islands exempted company
(“Conduit”), which Murphy Canyon previously announced on November 8, 2022 (the “Business Combination”).
As
a result of this change, the Meeting will now be held at 10:00 a.m., Eastern Time, on Wednesday, September 20, 2023. Murphy Canyon
stockholders can attend, vote and examine the list of Murphy Canyon stockholders entitled to vote at the live webcast of the Meeting
by visiting www.proxyvote.com before the meeting or www.virtualshareholdermeeting.com/MURF2023SM2 during the Meeting and entering
the control number found on their proxy card, voting instruction form, or notice they previously received. The Meeting will be held in
a virtual meeting format only. Stockholders will not be able to attend the Meeting physically.
Also,
as a result of this change, Murphy Canyon has extended the deadline for holders of its common stock to submit their publicly held shares
for redemption in connection with the Business Combination to 5:00 p.m., Eastern Time, on Monday, September 18, 2023. Stockholders who
wish to withdraw their previously submitted redemption requests may do so prior to the Meeting by requesting the Company’s transfer
agent, Vstock Transfer, LLC, to return such shares.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Important
Information for Investors and Stockholders and Where to Find It
In
connection with the transactions described herein, Murphy Canyon filed its Registration Statement on Form S-4 that includes a proxy statement
with respect to the stockholder meeting of Murphy Canyon and a prospectus with respect to securities of the combined company (the “Registration
Statement”). The proxy statement/prospectus was sent to all Murphy Canyon stockholders. Murphy Canyon has also filed a prospectus
supplement amending the proxy statement/prospectus that was sent to all Murphy Canyon stockholders. Murphy Canyon has filed and will
file other documents regarding the proposed Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITIES
HOLDERS OF MURPHY CANYON ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.
Investors
and securities holders are able to obtain free copies of the Registration Statement, proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Murphy Canyon through the website maintained by the SEC at https://sec.gov/. In
addition, the documents filed by Murphy Canyon may be obtained free of charge from Murphy Canyon’s website at https://murphycanyonac.com
or by written request to info@murphycanyonac.com. Additional information about the Business Combination, including a copy
of the agreement and plan of merger (the “Business Combination Agreement”) by and among the Company, Conduit and Conduit
Merger Sub, Inc., a Cayman Islands exempted company and a wholly owned subsidiary of the Company and investor presentations, were provided
in Current Reports on Form 8-K filed by Murphy Canyon with the SEC which can be accessed at www.sec.gov as well as online at https://murphycanyonac.com.
Participants
in Solicitation
Murphy
Canyon, Conduit, and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Murphy Canyon’s stockholders in connection with the proposed business combination. Investors and security holders
may obtain more detailed information regarding the names and interests in the proposed business combination of Murphy Canyon’s
directors and officers in Murphy Canyon’s filings with the SEC, including Murphy Canyon’s initial public offering prospectus,
which was filed with the SEC on February 2, 2022, Murphy Canyon’s subsequent quarterly reports on Form 10-Q, annual reports on
Form 10-K and the Registration Statement. To the extent that holdings of Murphy Canyon’s securities by Murphy Canyon’s insiders
have changed from the amounts reported therein, any such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to Murphy Canyon’s stockholders in connection with the business combination are included in the proxy statement/prospectus
relating to the proposed business combination. You may obtain free copies of these documents as described in the preceding paragraph.
No
Offer or Solicitation
This
communication shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed business combination. This communication shall also not constitute an offer to sell or a solicitation of
an offer to buy any securities of Murphy Canyon or Conduit, nor shall there be any sale of securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Forward-Looking
Statements
This
Form 8-K, exhibit hereto and information incorporated by reference herein, contain certain forward-looking statements within the meaning
of the federal securities laws with respect to the proposed transaction between Murphy Canyon and Conduit. All statements other than
statements of historical facts contained in this Form 8-K, exhibit hereto and information incorporated by reference herein, including
statements regarding Murphy Canyon or Conduit’s future results of operations and financial position, the amount of cash expected
to be available to Conduit after the closing and giving effect to any redemptions by Murphy Canyon’s stockholders, Conduit’s
business strategy, prospective product candidates, product approvals, research and development costs, timing and likelihood of success,
plans and objectives of management for future operations, future results of current and anticipated product candidates, and expected
use of proceeds, are forward-looking statements. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating
to the proposed transaction: the occurrence of any event, change or other circumstances that could give rise to the termination of the
Business Combination Agreement; the risk that the transaction may not be completed in a timely manner or at all, which may adversely
affect the price of Murphy Canyon’s securities; the occurrence of any event, change or other circumstances that could give rise
to the termination of the Business Combination Agreement; the inability to complete the Business Combination, including due to failure
to obtain approval of the stockholders of Murphy Canyon or other conditions to closing in the Business Combination Agreement; the inability
to obtain or maintain the listing of Murphy Canyon’s common stock on Nasdaq following the Business Combination; the risk that the
Business Combination disrupts current plans and operations of Conduit as a result of the announcement and consummation of the Business
Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; the risks
that Conduit’s product candidates in development fail clinical trials or are not approved by the U.S. Food and Drug Administration
or other applicable authorities; costs related to the Business Combination; changes in applicable laws or regulations; the possibility
that Murphy Canyon or Conduit may be adversely affected by other economic, business, and/or competitive factors; and other risks and
uncertainties to be identified in the proxy statement/prospectus relating to the Business Combination, including those under “Risk
Factors” therein, and in other filings with the SEC made by Murphy Canyon. Moreover, Conduit operates in a very competitive and
rapidly changing environment. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot
be predicted or quantified and some of which are beyond Murphy Canyon’s and Conduit’s control, you should not rely on these
forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they are made. Readers
are cautioned not to put undue reliance on forward-looking statements, and except as required by law. Murphy Canyon and Conduit assume
no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither Murphy Canyon nor Conduit gives any assurance that either Murphy Canyon or Conduit or the combined company
will achieve its expectations.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
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.
| Date:
September 7, 2023 |
MURPHY
CANYON ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Jack K. Heilbron |
| |
Name: |
Jack
K. Heilbron |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
MURPHY
CANYONACQUISITION CORP. ANNOUNCES POSTPONEMENT OF
ITS
SPECIAL MEETING OF STOCKHOLDERS FOR APPROVING ITS
INITIAL
BUSINESS COMBINATION WITH CONDUIT
San
Diego, California ( September 7, 2023 ) — Murphy Canyon Acquisition Corp. (Nasdaq: “MURF” or “Murphy Canyon”)
announced today that its special meeting of stockholders (the “Meeting”), which was originally scheduled for September 13,
2023, has been postponed to 10:00 a.m., Eastern Time, on Wednesday, September 20, 2023. At the Meeting, stockholders of Murphy
Canyon will be asked to vote on proposals to approve, among other things, its initial business combination with Conduit Pharmaceuticals
Limited, a Cayman Islands exempted company (“Conduit”), which Murphy Canyon previously announced on November 8, 2022 (the
“Business Combination”).
As
a result of this change, the Meeting will now be held at 10:00 a.m., Eastern Time, on Wednesday, September 20, 2023. Murphy Canyon
stockholders can attend, vote and examine the list of Murphy Canyon stockholders entitled to vote at the live webcast of the Meeting
by visiting www.proxyvote.com before the meeting or www.virtualshareholdermeeting.com/MURF2023SM2 during the Meeting and entering
the control number found on their proxy card, voting instruction form, or notice they previously received. The Meeting will be held in
a virtual meeting format only. Stockholders will not be able to attend the Meeting physically.
Also,
as a result of this change, Murphy Canyon has extended the deadline for holders of its common stock to submit their publicly held shares
for redemption in connection with the Business Combination to 5:00 p.m., Eastern Time, onMonday, September 18, 2023. Stockholders who
wish to withdraw their previously submitted redemption requests may do so prior to the Meeting by requesting the Company’s transfer
agent, Vstock Transfer, LLC, to return such shares.
If
stockholders have any questions or need assistance please call Murphy Canyon’s proxy solicitor, D.F. King & Co., Inc., 48 Wall
Street, 22nd Floor, New York, NY 10005, Phone: (800) 511-9495, Email: MURF@dfking.com.
ABOUT
MURPHY CANYON
Murphy
Canyon is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. Management is led by Jack Heilbron, Chief Executive Officer and Chairman
of the Board of Directors. Murphy Canyon is sponsored by Murphy Canyon Acquisition Sponsor, LLC, a wholly owned subsidiary of Presidio
Property Trust, Inc. (Nasdaq: SQFT), which would own 4,015,250 shares of Conduit after the successful completion of the business combination.
ABOUT
CONDUIT
Conduit
is a disease agnostic life science company providing an efficient model for compound development. Formed in 2019, Conduit is a departure
from the traditional big pharma/biotech business model whereby, typically companies shepherd their assets through regulatory approval,
Conduit acquires assets that are Phase II-ready and then seeks an exit through third-party license deals following successful clinical
trials. Conduit is led by a highly experienced team of pharmaceutical executives, including Dr. David Tapolczay and Dr. Freda Lewis-Hall,
and was established to fund the development of clinical molecules licensed from major pharmaceutical companies.
ADDITIONAL
INFORMATION
In
connection with the transactions described herein, Murphy Canyon filed its Registration Statement on Form S-4 that includes a proxy statement
with respect to the stockholder meeting of Murphy Canyon and a prospectus with respect to securities of the combined company (the “Registration
Statement”). The proxy statement/prospectus was sent to all Murphy Canyon stockholders. Murphy Canyon has also filed a prospectus
supplement amending the proxy statement/prospectus that was sent to all Murphy Canyon stockholders. Murphy Canyon has filed and will
file other documents regarding the proposed Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITIES
HOLDERS OF MURPHY CANYON ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, PROSPECTUS SUPPLEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.
Investors
and securities holders are able to obtain free copies of the Registration Statement, proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Murphy Canyon through the website maintained by the SEC at https://sec.gov/. In
addition, the documents filed by Murphy Canyon may be obtained free of charge from Murphy Canyon’s website at https://murphycanyonac.com
or by written request to info@murphycanyonac.com. Additional information about the business combination agreement dated November
8, 2022, as amended (the “Business Combination Agreement”), and the transactions contemplated thereby (the “Transaction”)
and investor presentations, were provided in Current Reports on Form 8-K filed by Murphy Canyon with the SEC which can be accessed at
www.sec.gov as well as online at https://murphycanyonac.com.
Participants
in Solicitation
Murphy
Canyon, Conduit, and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Murphy Canyon’s stockholders in connection with the proposed business combination. Investors and security holders
may obtain more detailed information regarding the names and interests in the proposed business combination of Murphy Canyon’s
directors and officers in Murphy Canyon’s filings with the SEC, including Murphy Canyon’s initial public offering prospectus,
which was filed with the SEC on February 2, 2022, Murphy Canyon’s subsequent quarterly reports on Form 10-Q, annual reports on
Form 10-K and the Registration Statement. To the extent that holdings of Murphy Canyon’s securities by Murphy Canyon’s insiders
have changed from the amounts reported therein, any such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to Murphy Canyon’s stockholders in connection with the business combination are included in the proxy statement/prospectus
relating to the proposed business combination. You may obtain free copies of these documents as described in the preceding paragraph.
No
Offer or Solicitation
This
communication shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed business combination. This communication shall also not constitute an offer to sell or a solicitation of
an offer to buy any securities of Murphy Canyon or Conduit, nor shall there be any sale of securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
transaction between Murphy Canyon and Conduit. All statements other than statements of historical facts contained in this press release,
including statements regarding Murphy Canyon or Conduit’s future results of operations and financial position, the amount of cash
expected to be available to Conduit after the closing and giving effect to any redemptions by Murphy Canyon’s stockholders, Conduit’s
business strategy, prospective product candidates, product approvals, research and development costs, timing and likelihood of success,
plans and objectives of management for future operations, future results of current and anticipated product candidates, and expected
use of proceeds, are forward-looking statements. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating
to the proposed transaction: the occurrence of any event, change or other circumstances that could give rise to the termination of the
Business Combination Agreement; the risk that the Transaction may not be completed in a timely manner or at all, which may adversely
affect the price of Murphy Canyon’s securities; the occurrence of any event, change or other circumstances that could give rise
to the termination of the Business Combination Agreement; the inability to complete the Transaction, including due to failure to obtain
approval of the stockholders of Murphy Canyon or other conditions to closing in the Business Combination Agreement; the inability to
obtain or maintain the listing of Murphy Canyon’s common stock on Nasdaq following the Transaction; the risk that the Transaction
disrupts current plans and operations of Conduit as a result of the announcement and consummation of the Transaction; the ability to
recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth economically and hire and retain key employees; the risks that Conduit’s product candidates
in development fail clinical trials or are not approved by the U.S. Food and Drug Administration or other applicable authorities; costs
related to the Transaction; changes in applicable laws or regulations; the possibility that Murphy Canyon or Conduit may be adversely
affected by other economic, business, and/or competitive factors; and other risks and uncertainties to be identified in the proxy statement/prospectus
relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the SEC made by Murphy
Canyon. Moreover, Conduit operates in a very competitive and rapidly changing environment. Because forward-looking statements are inherently
subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond Murphy Canyon’s
and Conduit’s control, you should not rely on these forward-looking statements as predictions of future events. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
except as required by law. Murphy Canyon and Conduit assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. Neither Murphy Canyon nor Conduit gives any assurance
that either Murphy Canyon or Conduit or the combined company will achieve its expectations.
Contacts
Adam
Sragovicz
Murphy
Canyon Acquisition Corp.
adam.sragovicz@murphycanyonac.com
Jamie
Bligh
Conduit
Pharmaceuticals Limited
jb@conduitpharma.com
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