Conduit Pharmaceuticals Inc 2024年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromto Commission File No. 001-41245 CONDUIT PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) Delaware87-3272543(State or other jurisdiction(I.R.S. Employer of incorporation or organization)Identification Number) 4581 Tamiami Trail North, Suite 200Naples, Florida34103(Address of principal executive offices)(Zip Code) 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 atan exercise price of $1,150 Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas 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 requiredto be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant 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-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Non-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 extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered 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 financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod 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 ExchangeAct). Yes☐No☐ As of March 28, 2025, there were 6,662,755 shares of common stock, $0.0001 par value, of the Registrantissued and outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant asof June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was$41,401,162 based upon the closing price reported for 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 ofcommon stock, accompanied by a corresponding decrease in its issued and outstanding shares of common stock. Allreferences to numbers of shares of common stock and per-share information in this Annual Report on Form 10-Khave been adjusted retroactively, as appropriate, to reflect 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 Purchasesof Equity Securities58Item 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 wi