Conduit Pharmaceuticals Inc美股招股说明书(2025-01-15版)

Up to $4,835,433 of Shares of Common Stock This Amendment No. 1 (the “Amendment”) to the Prospectus Supplement amends and supplements the informationin the prospectus, dated November 1, 2024 (the “Prospectus”), filed with the Securities and Exchange Commissionas a part of our registration statement on Form S-3 (File No. 333-282802) (the “Registration Statement”), aspreviously supplemented by our prospectus supplement, dated November 1, 2024 (the “Prospectus Supplement,”and together with the Prospectus, the “Prior Prospectus”), relating to the offer and sale of shares of our commonstock having an aggregate offering price of up to $3,556,586 pursuant to the terms of a certain Sales Agreement,datedOctober 23,2024(the“Sales Agreement”),with A.G.P./Alliance Global Partners(“A.G.P.”).ThisAmendment should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except tothe extent that the information herein amends or supersedes the information contained in the Prior Prospectus. ThisAmendment is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectusand any future amendments or supplements thereto. We are filing this Amendment to amend the Prior Prospectus to update the maximum amount of shares that we areeligible to sell under our Registration Statement pursuant to the Sales Agreement under General Instruction I.B.6 ofForm S-3. As a result of these limitations and the current public float of our common stock, and in accordance withthe terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $4,835,433 from time to time through A.G.P. In the event that we may sell additional amounts underthe Sales Agreement in accordance with General Instruction I.B.6, we will file another prospectus supplement oramendment prior to making such additional sales. We are an “emerging growth company” and “smaller reporting company” as defined under U.S. federal securitieslaws and are subject to reduced public company reporting requirements. Our shares of common stock are listed onThe Nasdaq Global Market (“Nasdaq”) under the symbol “CDT”. The last sale price of our shares of common stockon January 14, 2025 was $0.092 per share. As of January 15, 2025, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold on January 10, 2025 of$0.1233, was $14,506,301, based on 153,830,170 shares of outstanding common stock as of such date, of which117,650,452 were held by non-affiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sellsecurities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million. During the 12 calendar months prior to andincluding the date of this Amendment, we have sold $3,554,911.40 of our securities pursuant to General InstructionI.B.6 of Form S-3. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS”BEGINNING ON PAGE S-4 OF THE PROSPECTUS SUPPLEMENT DATED NOVEMBER 1, 2024 ANDTHE RISK FACTORS INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND PRIORPROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this Amendment or the PriorProspectus. Any representation to the contrary is a criminal offense. A.G.P. The date of this Amendment is January 15, 2025