MURY CANYPAR Item 1.01 Entry into a Material Definitive Agreement
Merger Agreement
On
The Merger is expected to be consummated in the first quarter of 2023, following the receipt of the required approval by the stockholders of MURF and the shareholders of Conduit and the satisfaction of certain other customary closing conditions.
Merger Consideration
The total consideration to be paid at Closing (the "Merger Consideration") by
MURF to the Conduit shareholders will be six hundred and
At the signing of the Merger Agreement, there were 2,000 ordinary shares, with a
par value of
Representations and Warranties
The Merger Agreement contains customary representations and warranties of Conduit with respect to, among other things: (i) corporate existence and power; (ii) organizational documents; (iii) capitalization; (iv) authorization to enter into the Merger Agreement and related transactions; (v) no conflicts and non-contravention; (vi) permits and compliance; (vii) financial statements; (viii) no undisclosed liabilities; (ix) absence of certain changes; (x) absence of litigation; (xi) employee benefit plans; (xii) labor matters; (xiii) real property and title to assets; (xiv) intellectual property; (xv) taxes; (xvi) environmental matters; (xvii) material contracts; (xviii) customers and suppliers; (xix) insurance; (xx) internal controls; (xxi) accuracy of statements; (xxii) COVID-19 matters; (xxiii) delivery of support agreement; (xxiv) board approval; (xxv) brokers and finders' fees; (xxvi) takeover laws; (xxvii) international trade matters and anti-bribery compliance; (xxiii) that Conduit is not an investment company; (xxix) withholding; (xxx) exclusivity of representations and warranties; and (xxxi) full disclosure.
The Merger Agreement contains customary representations and warranties of the MURF Parties with respect to, among other things: (i) corporate existence and power; (ii) organizational documents; (iii) capitalization; (iv) authorization to enter into the Merger Agreement and related transactions; (v) no conflicts and non-contravention; (vi) compliance; (vii) MURF publicly filed documents and financial statements; (viii) absence of certain changes; (ix) absence of litigation; (x) board approval; (xi) no prior operations of Merger Sub; (xii) amount in the trust account; (xiii) employees; (xiv) taxes; (xv) listing of MURF securities; (xvi) that MURF is not an investment company; (xvii) statements in public filings; (xviii) contracts; (xix) brokers and finders' fees; (xx) delivery of support agreement; (xxi) MURF and Merger Sub's investigation and reliance; and (xxii) full disclosure.
All representations and warranties by all parties terminate upon the Effective Time, and no representations, warranties, covenants, obligations or other agreements contained in the Merger Agreement survive the Effective Time.
Covenants
The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, access to information, cooperation in the preparation of the Registration Statement on Form S-4 (the "Registration Statement") and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of MURF's stockholders. MURF has also agreed to include in the Proxy Statement the recommendation of its board that its stockholders approve all of the proposals to be presented at the special meeting of MURF's stockholders that will be called in order to approve the Merger and related transactions (the "MURF Special Meeting").
Conduct between Signing and Closing
Each of MURF and Merger Sub has agreed that from the date of the Merger Agreement until the Closing Date or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, it will not initiate, encourage or engage in any negotiations with any party relating to an alternative transaction, take any action intended to facilitate an alternative transaction or approve, recommend or enter into any agreement relating to an alternative transaction. MURF and Conduit also have agreed, subject to certain exceptions, to operate their respective companies in the ordinary course through the Closing Date.
Conditions to Closing
The consummation of the Merger is conditioned upon, among other things, (i) the
absence of any applicable law or order that makes the transactions contemplated
by the Merger Agreement illegal or otherwise prohibits consummation of such
transactions; (ii) the Registration Statement becoming effective under the
Securities Act of 1933, as amended (the "Securities Act"); (iii) the approval by
MURF's stockholders of the Merger and related transactions; (iv) the approval by
Conduit's shareholders of the Merger and related transactions; (v) the aggregate
cash available to MURF at the Closing (after giving effect to any redemptions by
MURF's stockholders and the payment of all authorized transaction expenses)
being at least
Solely with respect to the MURF Parties, the consummation of the Merger is
conditioned upon, among other things: (i) Conduit having duly performed or
complied with all of its obligations under the Merger Agreement in all material
respects; (ii) the representations and warranties of Conduit being true and
correct in all material respects; (iii) no event having occurred that would
result in a Company Material Adverse Effect (as defined in the Merger
Agreement); (iv) Conduit providing MURF a certificate from an authorized officer
of Conduit as to the accuracy of the foregoing conditions; (v) after giving
effect to the Merger, MURF shall have at least
Solely with respect to Conduit, the consummation of the Merger is conditioned upon, among other things: (i) the MURF Parties having duly performed or complied with all of their obligations under the Merger Agreement in all material respects; (ii) the representations and warranties of the MURF Parties being true and correct in all material respects; (iii) no event having occurred that would result in an Murphy Material Adverse Effect (as defined in the Merger Agreement; and (iv) each of the MURF Parties providing Conduit a certificate from an authorized officer as to the accuracy of the foregoing conditions.
Termination
The Merger Agreement may be terminated as follows:
(i) By the mutual consent of MURF and Conduit;
(ii) by MURF, if any of the representations or warranties of Conduit set forth
in the Merger Agreement is not true and correct, or if Conduit has failed
. . .
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Form 8-K under the heading "Subscription Agreement" is incorporated by reference herein. The securities issuable in connection with the Private Placement will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Merger Agreement dated as ofNovember 8, 2022 , by and amongMurphy Canyon Acquisition Corp. ,Conduit Merger Sub, Inc. andConduit Pharmaceuticals Limited 4.1 Form of Warrant 10.1 Form of Subscription Agreement 10.2 Form of Lock-Up Agreement 10.3 Sponsor Support Agreement dated as ofNovember 8, 2022 , by and amongMurphy Canyon Acquisition Corp. and each of the Persons set forth on Schedule I attached thereto 10.4 Shareholder Support Agreement dated as ofNovember 8, 2022 , by and amongMurphy Canyon Acquisition Corp. ,Conduit Pharmaceuticals Limited and each of the Persons set forth on Schedule I attached thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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