--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-036388" form_type: "8-K/A" ticker: "CDT" cik: "0001896212" company_name: "CDT Equity Inc." filed_at: "2023-10-05T23:59:59+00:00" generated_at: "2026-06-10T04:18:52.710146+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Conduit Pharmaceuticals completes business combination with Murphy Canyon Acquisition Corp. ## Summary - Business Combination closed on Sept 22, 2023; MURF renamed to Conduit Pharmaceuticals Inc. - 65M shares of common stock issued as merger consideration to Old Conduit holders. - PIPE Financing of $20M from Nirland Limited for 2M units at $10/unit. - Approximately 2.13M public shares redeemed at ~$10.84 per share from trust. - Andrew Regan beneficially owns 62.9% of outstanding shares post-combination. ## SEC filing metadata - accession: 0001493152-23-036388 - form_type: 8-K/A - ticker: CDT - cik: 0001896212 - company_name: CDT Equity Inc. - filed_at: 2023-10-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 5.02, 2.01, 5.06, 9.01, 3.02, 3.01, 3.03, 5.03, 5.01, 5.05, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/form8-ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-036388 - JSON: https://secwatch.observer/filing/0001493152-23-036388.json - Plain text: https://secwatch.observer/filing/0001493152-23-036388.txt ## Key facts - Executive change Faith L. Charles was appointed as Director at CDT Equity Inc.. - Action: appointed - Role: Director source text: David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Executive change Freda Lewis-Hall was appointed as Director at CDT Equity Inc.. - Action: appointed - Role: Director source text: David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Executive change David Tapolczay was appointed as Chief Executive Officer at CDT Equity Inc.. - Action: appointed - Role: Chief Executive Officer source text: Effective upon the completion of the Business Combination, Mr. Tapolczay was appointed Chief Executive Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Executive change Jennifer I. McNealey was appointed as Director at CDT Equity Inc.. - Action: appointed - Role: Director source text: David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Executive change James Bligh was appointed as Director at CDT Equity Inc.. - Action: appointed - Role: Director source text: David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Executive change Freda Lewis-Hall was appointed as Chair of the Board at CDT Equity Inc.. - Action: appointed - Role: Chair of the Board source text: Ms. Lewis-Hall was appointed as Chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Executive change Andrew Regan was appointed as Director at CDT Equity Inc.. - Action: appointed - Role: Director source text: David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Executive change David Tapolczay was appointed as Director at CDT Equity Inc.. - Action: appointed - Role: Director source text: David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Governance Changes CDT Equity Inc.: Company ceased to be a shell company as a result of the business combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Governance Changes CDT Equity Inc.: Adopted amended and restated bylaws. - Change: bylaw amendment source text: the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the “A&R Bylaws”) evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Governance Changes CDT Equity Inc.: Amended and restated certificate of incorporation in connection with business combination. - Change: charter amendment source text: In connection with the completion of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to the Second A&R Certificate of Incorporation evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - Governance Changes CDT Equity Inc.: Adopted a new code of conduct effective upon Closing Date. - Change: code of ethics source text: Effective upon the Closing Date, in connection with the completion of the Business Combination, the Board adopted a new code of conduct evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm - M&A Transactions CDT Equity Inc. underwent a change of control involving Conduit Pharmaceuticals Limited (Old Conduit) (closed 2023-09-22). - Action: change of control - Counterparty: Conduit Pharmaceuticals Limited (Old Conduit) - Closing: 2023-09-22 source text: On September 22, 2023 (the "Closing Date"), the parties completed the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1896212/000149315223036388/0001493152-23-036388-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.