Conduit Pharmaceuticals Announces Debt Restructuring and Additional Notes

Conduit Pharmaceuticals Inc. (Nasdaq: CDT) (“Conduit” or the “Company”), today announced the restructuring of a portion of its financial obligations, enhancing its balance sheet and liquidity. The Company has restructured the $2.65 million loan note with Nirland Limited (“Nirland”) and secured $1.2 million in new promissory notes through separate agreements with third parties.

Conduit entered into a $2.65 million loan note with Nirland on August 6, 2024, which was subject to (i) a mandatory 75% repayment clause on new funding, and (ii) a right of first refusal for Nirland on any future fundraising. Conduit and Nirland have re-negotiated the terms of the note to remove these restrictive clauses enabling Conduit flexibility to raise new financing. The note is now convertible at Nirland’s election at $0.10 per share, based on a multiple amount of the loan note that is then due and owing at the time of such conversion.

Conduit is pleased to announce it has entered into two $600,000 promissory loan notes, raising a total of $1.2 million needed in connection with certain accounts payable requirements. Conduit is now positioned to access its At-The-Market (ATM) facility with A.G.P., following the Form S-3 becoming effective on November 1, 2024. This ATM provides Conduit with a flexible capital resource, with proceeds to be used in support of the Company’s note repayment obligations, operational and clinical objectives.

“We are grateful for the collaboration with Nirland to restructure their outstanding debt, putting Conduit in a stronger financial position to utilize working capital raised from the ATM facility in support of our obligations, operations and objectives,” said Dr. David Tapolczay, Chief Executive Officer of Conduit.

About Conduit Pharmaceuticals

Conduit is a multi-asset, clinical stage, disease-agnostic life science company delivering an efficient model for compound development. Conduit both acquires and funds the development of Phase 2-ready assets and then seeks an exit through third-party license deals following successful clinical trials. Led by a highly experienced team of pharmaceutical executives including Dr. David Tapolczay and Dr. Freda Lewis-Hall, this novel approach is a departure from the traditional pharma/biotech business model of taking assets through regulatory approval.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this press release, including statements regarding Conduit's future results of operations and financial position, Conduit's business strategy, prospective product candidates, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated studies and business endeavors with third parties, and future results of current and anticipated product candidates, are forward-looking statements. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to; the inability to maintain the listing of Conduit's securities on Nasdaq; the ability to recognize the anticipated benefits of the business combination completed in September 2023, which may be affected by, among other things, competition; the ability of the combined company to grow and manage growth economically and hire and retain key employees; the risks that Conduit's product candidates in development fail clinical trials or are not approved by the U.S. Food and Drug Administration or other applicable authorities on a timely basis or at all; changes in applicable laws or regulations; the possibility that Conduit may be adversely affected by other economic, business, and/or competitive factors; and other risks as identified in filings made by Conduit with the U.S. Securities and Exchange Commission. Moreover, Conduit operates in a very competitive and rapidly changing environment. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond Conduit's control, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, Conduit assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Conduit gives no assurance that it will achieve its expectations.

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