CDT Equity Inc. — fact timeline

James Bligh was appointed as Director at CDT Equity Inc..

“David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.”

Freda Lewis-Hall was appointed as Chair of the Board at CDT Equity Inc..

“Ms. Lewis-Hall was appointed as Chair of the Board.”

Freda Lewis-Hall was appointed as Director at CDT Equity Inc..

“David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.”

David Tapolczay was appointed as Chief Executive Officer at CDT Equity Inc..

“Effective upon the completion of the Business Combination, Mr. Tapolczay was appointed Chief Executive Officer.”

David Tapolczay was appointed as Director at CDT Equity Inc..

“David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.”

CDT Equity Inc.: Company ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased to be a shell company”

CDT Equity Inc.: Board adopted a new code of conduct effective upon the Closing Date.

“Effective upon the Closing Date, in connection with the completion of the Business Combination, the Board adopted a new code of conduct”

CDT Equity Inc.: Company adopted amended and restated bylaws.

“the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the "A&R Bylaws")”

CDT Equity Inc.: Company amended and restated its certificate of incorporation effective as of the Closing Date.

“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”

CDT Equity Inc. underwent a change of control involving Conduit Pharmaceuticals Limited (Old Conduit) (closed 2023-09-22).

“On September 22, 2023 (the “Closing Date”), the parties completed the Business Combination.”

Andrew Regan was appointed as Director at CDT Equity Inc..

“David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.”

Jennifer I. McNealey was appointed as Director at CDT Equity Inc..

“David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.”

Faith L. Charles was appointed as Director at CDT Equity Inc..

“David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.”

James Bligh was appointed as Director at CDT Equity Inc..

“David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.”

Freda Lewis-Hall was appointed as Director at CDT Equity Inc..

“David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.”

Freda Lewis-Hall was appointed as Chair of the Board at CDT Equity Inc..

“Ms. Lewis-Hall was appointed as Chair of the Board.”

David Tapolczay was appointed as Director at CDT Equity Inc..

“David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.”

David Tapolczay was appointed as Chief Executive Officer at CDT Equity Inc..

“Effective upon the completion of the Business Combination, Mr. Tapolczay was appointed Chief Executive Officer.”

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.

“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)”

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.

“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)”

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.

“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)”

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.

“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)”

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.

“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)”

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.

“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)”

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.

“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)”

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.

“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)”

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.

“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)”

CDT Equity Inc. shareholders approved Charter Amendment Proposal B – provide for one class of authorized common stock at the 2023-09-20 meeting.

“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)”

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.

“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)”

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.

“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)”

CDT Equity Inc. entered into Subscription Agreement with Nirland Limited valued at $20 million (effective 2023-09-13).

“on September 13, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Nirland Limited”

CDT Equity Inc. amended Second Amendment to the Merger Agreement with Conduit Pharmaceuticals Limited valued at Amendment to Merger Agreement to extend outside date and modify closing conditions. (effective 2023-05-11).

“On May 11, 2023, the Company, Conduit, and Merger Sub entered into a Second Amendment to the Merger Agreement (the “Second Merger Amendment” and, together with the Original Merger Agreement and the First Merger Amendment, the “Merger Agreement”) to provide for (i) removal of the provision that indicates that no tax opinion would be delivered in connection with the closing of the Conduit Business Combination, (ii) a closing obligation that that the Company either (a) be exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended, other than through its net tangible assets or (b) have at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Conduit Business Combination, and (iii) the extension of the outside date for the closing of the Conduit Business Combination from May 31, 2023, to February 7, 2024.”

CDT Equity Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A)).

“April 10, 2023, Murphy Canyon Acquisition Corp. (the “ Company ”) received a letter (the “ Letter ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) that, for the previous 30 consecutive business days, the Market Value of Listed Securities (“MVLS”) for the Class A Common Stock of the Company, par value $0.0001 per share (“ Class A Common Stock ”), was below the $50 million minimum MVLS requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “ MVLS Rule ”). The Letter is only a notification of deficiency”

CDT Equity Inc. incurred loan of up to $1,500,000 with Murphy Canyon Acquisition Sponsor, LLC at no interest maturing upon the earlier of (i) the date on which the Company consummates its Initial Business Combination and (ii) the date that the winding up of the Company is effec.

“On March 7, 2023, Murphy Canyon Acquisition Corp., a Delaware corporation (“Murphy” or the “Company”), issued a promissory note (the “Note”) in the principal amount of up to $1,500,000 to Murphy Canyon Acquisition Sponsor, LLC, the sponsor of the Company (the “Sponsor”), in connection with the extension of the termination date for the Company’s initial business combination (the “Initial Business Combination”) from February 7, 2023, to February 7, 2024, on a month-to-month basis, at the Company’s election. The Note bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its Initial Business Combination and (ii) the date that the winding up of the Company is effective. Pursuant to the Note, on March 7, 2023 the Sponsor loaned the Company $300,000 to fund its trust account and pay for operating expenses.”

CDT Equity Inc. entered into Note with Murphy Canyon Acquisition Sponsor, LLC valued at $1,500,000 (effective 2023-03-07).

“On March 7, 2023, Murphy Canyon Acquisition Corp., a Delaware corporation (“Murphy” or the “Company”), issued a promissory note (the “Note”) in the principal amount of up to $1,500,000 to Murphy Canyon Acquisition Sponsor, LLC, the sponsor of the Company (the “Sponsor”), in connection with the extension of the termination date for the Company’s initial business combination (the “Initial Business Combination”) from February 7, 2023, to February 7, 2024, on a month-to-month basis, at the Company’s election.”

CDT Equity Inc.: Amended charter to extend business combination deadline from February 7, 2023 to February 7, 2024 on a month-to-month basis and expand methods to avoid penny stock rules (effective 2023-02-02).

“filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 2, 2023 (the “Charter Amendment”), to (i) give the Company the right to extend the date by which the Company has to consummate a business combination from February 7, 2023, to February 7, 2024, on a month-to-month basis, and (ii) expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.”

CDT Equity Inc. shareholders approved Adjourn the special meeting to a later date to permit further solicitation of proxies at the 2023-01-26 meeting.

“Stockholders approved the proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. Adoption of the Adjournment Proposal required approval by the affirmative vote of at least a majority of the Company’s outstanding shares represented by virtual attendance or by proxy and entitled to vote thereon at the Special Meeting . The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON- VOTES 12,422,669 1,191,035 0 0”

CDT Equity Inc. shareholders approved Amend certificate of incorporation to expand methods to avoid penny stock rules at the 2023-01-26 meeting.

“Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “NTA Requirement Amendment Proposal”). Adoption of the NTA Requirement Amendment Proposal required approval by the affirmative vote of at least 65% of the Company’s outstanding shares of common stock . The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON- VOTES 12,422,669 1,191,035 0 0”

CDT Equity Inc. shareholders approved Amend Investment Management Trust Agreement to allow extensions of business combination deadline at the 2023-01-26 meeting.

“Stockholders approved the proposal to amend the Investment Management Trust Agreement, dated as of February 2, 2022, by and between the Company and Wilmington Trust, National Association, to allow the Company to extend the date by which the Company has to consummate a business combination 12 times, each such extension for an additional one month period, until February 7, 2024, by depositing into the trust account one-third of 1% of the funds remaining in the trust account following any redemptions in connection with the approval of the Extension Proposal at the Special Meeting for each one-month extension (the “Trust Amendment Proposal”). Adoption of the Trust Amendment Proposal required approval by the affirmative vote of at least 65% of the Company’s outstanding shares of common stock . The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON- VOTES 12,422,659 1,191,045 0 0”

CDT Equity Inc. shareholders approved Amend certificate of incorporation to extend business combination deadline to February 7, 2024 at the 2023-01-26 meeting.

“Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination up to 12 times, each such extension for an additional one month period, from February 7, 2023, to February 7, 2024 (the “Extension Proposal”). Adoption of the Extension Proposal required approval by the affirmative vote of at least a 65% of the Company’s outstanding shares of common stock. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON- VOTES 12,422,659 1,191,045 0 0”

CDT Equity Inc. amended Amendment to Subscription Agreement with Private Placement Investor valued at Clarified that the Company will have only one class of common stock and amended the warrants to be i (effective 2023-01-27).

“Also on January 27, 2023, the Company entered into an amendment to subscription agreement (the “Subscription Amendment”) with the Private Placement Investor to clarify that the Company will only have one class of authorized common stock following the Conduit Business Combination and to amend and restate the warrants to be issued to the Private Placement Investor accordingly (the “Amended and Restated Warrants”).”

CDT Equity Inc. amended Amendment to Agreement and Plan of Merger with Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited valued at Amended the original merger agreement to provide for only one class of common stock and to grant reg (effective 2023-01-27).

“On January 27, 2023, the Company entered into an Amendment to Agreement and Plan of Merger (the “Merger Amendment” and, together with the Original Merger Agreement, the “Merger Agreement”) with Merger Sub and Conduit.”

CDT Equity Inc. entered into Merger Agreement with Murphy Canyon Acquisition Corp., Conduit Pharmaceuticals Limited, and Conduit Merger Sub, Inc. valued at $650,000,000 (effective 2022-11-08).

“On November 8, 2022, Murphy Canyon Acquisition Corp., a Delaware corporation (“ MURF ”), entered into an agreement and plan of merger (the “ Merger Agreement ”) by and among MURF, 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 MURF (“ Merger Sub ”).”