--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-033241" form_type: "8-K" ticker: "CDT" cik: "0001896212" company_name: "CDT Equity Inc." filed_at: "2023-09-21T23:59:59+00:00" generated_at: "2026-06-10T11:15:53.484907+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Murphy Canyon stockholders approve merger with Conduit; closing expected soon ## Summary - Stockholders voted in favor of business combination with Conduit Pharmaceuticals Limited; closing expected as soon as practicable. - 2,129,662 shares of Class A common stock redeemed in connection with the transaction. - Post-combination company will be Conduit Pharmaceuticals Inc., trading on Nasdaq under symbols CDT and CDTTW starting Sep 22, 2023. - Presidio Property Trust (SQFT) through sponsor subsidiary expected to own 4,015,250 shares of Conduit after closing. ## SEC filing metadata - accession: 0001493152-23-033241 - form_type: 8-K - ticker: CDT - cik: 0001896212 - company_name: CDT Equity Inc. - filed_at: 2023-09-21T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-033241 - JSON: https://secwatch.observer/filing/0001493152-23-033241.json - Plain text: https://secwatch.observer/filing/0001493152-23-033241.txt ## Key facts - Shareholder Votes CDT Equity Inc. shareholders approved The Incentive Plan Proposal – to approve the Conduit Pharmaceuticals Inc. 2023 Stock Incentive Plan. at the 2023-09-20 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-09-20 source text: 5. The Incentive Plan Proposal – to consider and vote upon a proposal to approve the Conduit Pharmaceuticals Inc. 2023 Stock Incentive Plan. The votes were cast as follows: Votes Against Abstentions 2,320,424 (Class A Common Stock) 179,588 (Class A Common Stock) 4 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders approved Charter Amendment Proposal D – increase the number of authorized shares of common stock to 250,000,000 at the 2023-09-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-20 source text: Charter Amendment Proposal D – increase the number of authorized shares of common stock to 250,000,000 Votes Against Abstentions 2,320,414 (Class A Common Stock) 179,598 (Class A Common Stock) 4 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders approved Advisory Charter Amendment Proposals - to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the proposed charter of the combined company after the Business Combination. at the 2023-09-20 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-09-20 source text: 3. The Advisory Charter Amendment Proposals - to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the proposed charter of the combined company following the Business Combination (“New Conduit”). The votes cast were as follows: Votes Against Abstentions 2,088,763 (Class A Common Stock) 179,588 (Class A Common Stock) 231,665 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders voted on The Adjournment Proposal – to adjourn the Special Meeting to a later date if necessary to permit further solicitation and vote of proxies. at the 2023-09-20 meeting. - Meeting: 2023-09-20 source text: 7. The Adjournment Proposal – to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if the Company does not have sufficient proxies to approve one or more of the foregoing proposals. The votes cast were as follows: Votes Against Abstentions 2,320,414 (Class A Common Stock) 179,598 (Class A Common Stock) 4 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders approved Charter Amendment Proposal C – delete the various provisions in the Company’s current amended and restated certificate of incorporation applicable only to special purpose acquisition corporations at the 2023-09-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-20 source text: Charter Amendment Proposal C – delete the various provisions in the Company’s current amended and restated certificate of incorporation applicable only to special purpose acquisition corporations Votes Against Abstentions 2,320,414 (Class A Common Stock) 179,598 (Class A Common Stock) 4 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders approved Charter Amendment Proposal E – fix the number of directors at seven, a majority of whom shall be independent directors in accordance with The Nasdaq Stock Market LLC’s ("Nasdaq") requirements at the 2023-09-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-20 source text: Charter Amendment Proposal E – fix the number of directors at seven, a majority of whom shall be independent directors in accordance with The Nasdaq Stock Market LLC’s (“Nasdaq”) requirements Votes Against Abstentions 2,088,763 (Class A Common Stock) 179,588 (Class A Common Stock) 231,665 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders approved The Nasdaq Proposal – to approve the issuance of New Conduit common stock and warrants in a private placement. at the 2023-09-20 meeting. - Outcome: passed - Meeting: 2023-09-20 source text: 6. The Nasdaq Proposal – to consider and vote upon a proposal to approve the issuance of New Conduit common stock and warrants to purchase New Conduit common stock, par value $0.0001 per share, in a private placement. The votes cast were as follows: Votes Against Abstentions 2,320,424 (Class A Common Stock) 179,588 (Class A Common Stock) 4 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders approved The Director Election Proposal – to elect Freda Lewis-Hall, David Tapolczay, James Bligh, Faith L. Charles, Chele Chiavacci Farley, Jennifer I. McNealey, and Andrew Regan who, upon consummation of the Business Combination, will be the directors of New Conduit. at the 2023-09-20 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-09-20 source text: 4. The Director Election Proposal – to elect Freda Lewis-Hall, David Tapolczay, James Bligh, Faith L. Charles, Chele Chiavacci Farley, Jennifer I. McNealey, and Andrew Regan who, upon consummation of the Business Combination, will be the directors of New Conduit. The votes cast were as follows: Votes Against Abstentions 2,088,763 (Class A Common Stock) 179,588 (Class A Common Stock) 231,665 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders approved The Business Combination Proposal – to approve the business combination described in the proxy statement/prospectus dated August 11, 2023. at the 2023-09-20 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-09-20 source text: 1. The Business Combination Proposal – to approve the business combination (the “Business Combination”) described in the proxy statement/prospectus dated August 11, 2023, as amended and supplemented, including the Agreement and Plan of Merger, dated as of November 8, 2022 and as amended on January 27, 2023 and May 11, 2023 (the “Merger Agreement”), by and among the Company, Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (“Conduit”) and Conduit Merger Sub, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”), which, among other things, provides for the merger of Merger Sub with and into Conduit, with Conduit surviving the merger as a wholly-owned subsidiary of the Company. The votes cast were as follows: Votes Against Abstentions 2,320,424 (Class A Common Stock) 179,588 (Class A Common Stock) 4 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders approved Charter Amendment Proposal A – change the name of the public entity from "Murphy Canyon Acquisition Corp." to "Conduit Pharmaceuticals Inc." at the 2023-09-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-20 source text: Charter Amendment Proposal A – change the name of the public entity from “Murphy Canyon Acquisition Corp.” to “Conduit Pharmaceuticals Inc.” Votes Against Abstentions 2,320,424 (Class A Common Stock) 179,588 (Class A Common Stock) 4 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders approved Charter Amendment Proposal B – provide for one class of authorized common stock at the 2023-09-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-20 source text: Charter Amendment Proposal B – provide for one class of authorized common stock Votes Against Abstentions 2,320,424 (Class A Common Stock) 179,588 (Class A Common Stock) 4 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm - Shareholder Votes CDT Equity Inc. shareholders approved Charter Amendment Proposal F – require that stockholders only act at annual and special meetings of the corporation and not by written consent at the 2023-09-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-20 source text: Charter Amendment Proposal F – require that stockholders only act at annual and special meetings of the corporation and not by written consent Votes Against Abstentions 1,346,144 (Class A Common Stock) 622,424 (Class A Common Stock) 531,448 (Class A Common Stock) 3,306,250 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223033241/0001493152-23-033241-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.