Sec Form 4 Filing - Heilbron Jack Kendrick @ CONDUIT PHARMACEUTICALS INC. - 2023-09-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Heilbron Jack Kendrick 2. Issuer Name and Ticker or Trading Symbol CONDUIT PHARMACEUTICALS INC. [ CDT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former CEO,director&10% owner (Last) (First) (Middle) 4995 MURPHY CANYON ROAD,, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2023 (Street) SAN DIEGO, CA92123 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/22/2023 M( 1 ) 4,060,250 ( 2 ) A $ 0 4,060,250 ( 2 ) I See footnote ( 3 ) Common Stock 09/22/2023 J( 1 )( 4 ) 45,000 D $ 0 4,015,250 ( 5 ) I See footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 11.5 09/22/2023 M( 1 ) 754,000 10/22/2023 09/22/2028 Common Stock 754,000 ( 6 ) $ 11.5 754,000 I See footnote ( 3 ) Warrants $ 11.5 09/22/2023 J( 7 ) 45,000 10/22/2023 09/22/2028 Common Stock 709,000 ( 8 ) $ 11.5 709,000 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heilbron Jack Kendrick 4995 MURPHY CANYON ROAD, SUITE 300 SAN DIEGO, CA92123 Former CEO,director&10% owner Murphy Canyon Acquisition Sponsor, LLC 4995 MURPHY CANYON ROAD, SUITE 300 SAN DIEGO, CA92123 Former 10% owner Signatures /s/ Jack K. Heilbron, as President of Managing Member of Murphy Canyon Acquisition Sponsor, LLC 09/26/2023 Signature of Reporting Person Date /s/ Jack K. Heilbron 09/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon consummation of the issuer's initial business combination (the "IBC"), the issuer's shares of Class B common stock were converted into shares of Class A common stock and the shares of Class A common stock were then reclassified as a single class of common stock. ( 2 )Includes (i) 3,306,250 shares of common stock due to the conversion of the shares of Class B common stock into shares of Class A common stock and then reclassification into shares of Company common stock and (ii) 754,000 shares of common stock, which prior to the IBC were shares of Class A common stock. ( 3 )Held by Murphy Canyon Acuqisition Sponsor, LLC (the "Sponsor"). Jack K. Heilbron is the President of the Managing Member of the Sponsor. Mr. Heilbron disclaims any such beneficial ownership except to the extent of his pecuniary interest. Mr. Heilbron resigned as Chief Executive Officer and Chairman of the issuer upon the consummation of the IBC. ( 4 )Immediately following the consummation of the IBC, Murphy Canyon Acquisition Sponsor, LLC transferred 45,000 shares of common stock as consideration for their services to three directors, two of whom had resigned upon consummation of the IBC. ( 5 )Includes (i) 3,306,250 shares of common stock due to the conversion of the shares of Class B common stock into shares of Class A common stock and then reclassification into shares of Company common stock and (ii) 709,000 shares of common stock, which prior to the IBC were shares of Class A common stock. ( 6 )Includes 754,000 shares of common stock, which prior to the IBC were shares of Class A common stock. ( 7 )Immediately following the consummation of the IBC, Murphy Canyon Acquisition Sponsor, LLC transferred 45,000 warrants as consideration for their services to three directors, two of whom had resigned upon consummation of the IBC. ( 8 )Includes 709,000 shares of common stock, which prior to the IBC were shares of Class A common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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