CONDUIT PHARMACEUTICALS INC. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Effective upon the completion of the Business Combination, and in accordance with the terms of the Merger Agreement, (i) each executive officer of MURF, other than Adam Sragovicz, ceased serving in such capacities, (ii) the existing members of MURF's board of directors, other than Chele Chiavacci Farley, resigned, and (iii) David Tapolczay, Freda Lewis-Hall, James Bligh, Faith L. Charles, Jennifer I. McNealey, and Andrew Regan were appointed as directors of the Company.


Effective upon the completion of the Business Combination, Mr. Tapolczay was appointed Chief Executive Officer. Mr. Sragovicz, who served as the Chief Financial Officer of MURF, will continue to serve as the Chief Financial Officer of the Company. Ms. Lewis-Hall was appointed as Chair of the Board.


Other than as disclosed in this Item 5.02 of this Current Report, reference is made to the disclosure described in the Proxy Statement/Prospectus in the section entitled "Management of New Conduit Following the Business Combination" for biographical information about each of the directors and officers following the Business Combination and to Item 1.01 of this Current Report, which are hereby incorporated herein by reference.


Employment Agreements


In connection with the completion of the Business Combination, David Tapolczay and Adam Sragovicz each entered into employment agreements (together, the "Executive Employment Agreements") with the Company. Reference is made to the disclosure of the terms of the Executive Employments Agreements in the Proxy Statement/Prospectus in the section entitled "Management of New Conduit Following the Business Combination - Executive Compensation Arrangements - Employment Arrangements with Executive Officers of New Conduit," which is hereby incorporated herein by reference, and the full text of the Executive Employment Agreements which are filed as Exhibits 10.6 and 10.7 to this Current Report and are incorporated herein by reference.


10


Compensatory Arrangements for Directors


Reference is made to the disclosure in the Proxy Statement/Prospectus in the section entitled "Management of New Conduit Following the Business Combination - Director Compensation Arrangements," which is hereby incorporated herein by reference.


Conduit Pharmaceuticals Inc. 2023 Stock Incentive Plan


Reference is made to the disclosure in the Proxy Statement/Prospectus in the section entitled "The Incentive Plan Proposal," which is hereby incorporated herein by reference, and the full text of the 2023 Plan which is included as Exhibit 10.8 to this Current Report and is incorporated herein by reference.


Indemnity Agreements


On September 22, 2023, each of the Company's newly appointed directors and officers entered into indemnity agreements with the Company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section entitled "Management of New Conduit Following the Business Combination - Director and Officer Liability and Indemnification" which is hereby incorporated herein by reference, and the full text of the form of the Indemnity Agreement which is included as Exhibit 10.9 to this Current Report and is incorporated herein by reference.