Conduit Pharmaceuticals Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No.001-41245 CONDUIT PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(646)-491-9132 Securities registered pursuant to Section 12(b) of the Act: CDTCDTTW Common Stock, par value $0.0001 per shareRedeemable Warrants, each whole warrantexercisable for one share of Common Stock at anexercise price of $1,150 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Accelerated filer☐ Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of March 28, 2025, there were6,662,755shares of common stock, $0.0001par value, of the Registrant issued andoutstanding. The aggregate market value of the common stock held by non-affiliates of the registrant as of June 28, 2024, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, was $41,401,162based upon the closing price reportedfor such date on The Nasdaq Global Market. On January 25, 2025, the Registrant effected a 1-for-100 reverse stock split of its authorized shares of common stock,accompanied by a corresponding decrease in its issued and outstanding shares of common stock. All references to numbers of sharesof common stock and per-share information in this Annual Report on Form 10-K have been adjusted retroactively, as appropriate, toreflect the reverse stock split. TABLE OF CONTENTS PART I Item 1.Business1Item 1A.Risk Factors29Item 1B.Unresolved Staff Comments57Item IC.Cybersecurity57Item 2.Properties57Item 3.Legal Proceedings57Item 4.Mine Safety Disclosures57 Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities58Item 6.Reserved58Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations58Item 7A.Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data70Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure70Item 9A.Controls and Procedures70Item 9B.Other Information71Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections71 PART III Item 10.Directors, Executive Officers an