Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

A.G.P. Loan

On October 29, 2024, Conduit Pharmaceuticals Inc. (the "Company") entered into a Bridge Loan Agreement (the "Bridge Agreement"), with A.G.P./Alliance Global Partners ("A.G.P."), pursuant to which A.G.P. made an advance (the "Advance") to the Company in an amount not to exceed $600,000 (the "Commitment"). As partial consideration for the Advance, the Company issued A.G.P. warrants (the "Warrants") to purchase up to 2,862,596 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"), which is equal to 50% of the sum of the Commitment divided by the closing price of the Company's Common Stock on October 29, 2024, at an exercise price of $0.1048 per share.

The exercise of the Warrants and the issuance of the shares of Common Stock underlying the Warrants is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations. The Company has agreed to convene a meeting of stockholders on or before the 90th day following the issuance of the Warrants to approve the issuance of Common Stock upon exercise of the Warrants, if required.

In connection with the Advance, the Company issued a promissory note (the "Bridge Note") to A.G.P. in the original principal amount of $600,000. The Bridge Note bears interest at a rate of 4.21% per annum and is due and payable on December 31, 2024.

Pursuant to the Bridge Agreement, the Company and A.G.P. also agreed to amend a fee letter agreement entered into between the Company and A.G.P., effective September 22, 2023, suspending the provision that the Company was required to pay A.G.P. 25% of all net proceeds received from certain transactions described therein, for the repayment of an outstanding amount owed to A.G.P., until such time as the Bridge Note is repaid in full.

In addition to providing funding pursuant to the Bridge Loan Agreement, as discussed herein, A.G.P. is currently engaged as the sales agent in connection with the Company's recently filed preliminary prospectus supplement relating to the Company's at the market offering of up to approximately $3.5 million it intends to undertake in the near term. The initial proceeds received by the Company from its at the market offering will be first used to repay the Bridge Note.

Nirland Note and Amendment to Nirland Debt Agreements

On October 28, 2024, the Company issued a promissory note (the "Nirland Note") to Nirland Limited ("Nirland") in the original principal amount of $600,000 in exchange for funds in such amount. The Nirland Note bears interest at a rate of 12% per annum, is due and payable semi-annually in arrears, and matures on October 31, 2025. If an event of default under and as defined in the Nirland Note occurs, the interest rate will be increased to 18% per annum or to the maximum rate permitted by law. In connection with the Nirland Note, the Company has agreed to pay Nirland a 1% arrangement fee, which will be included with the principal and interest owed under the Nirland Note.

As previously disclosed by the Company, on August 6, 2024, the Company entered into a Senior Secured Promissory Note (the "Existing Note") and a Security Agreement (the "Security Agreement", and collectively with the Existing Note, the "Nirland Debt Agreements") with Nirland, pursuant to which the Company issued and sold to Nirland the Existing Note in the original principal amount of $2,650,000, inclusive of a $500,000 original issuance discount.

On October 31, 2024, the Company and Nirland amended the Nirland Debt Agreements (the "Debt Amendment"), whereby the Nirland Debt Agreements were amended to (i) provide for the conversion of the Existing Note into shares of Common Stock, at Nirland's discretion, in a multiple of any unpaid amounts, if not otherwise previously paid, pursuant to the conversion rate contained therein, (ii) remove Nirland's mandatory prepayment right, and (iii) remove Nirland's right of first refusal to participate in any future equity or debt offerings of the Company.

The Bridge Agreement, Bridge Note, form of Warrant, Nirland Note, and Debt Amendment are attached as Exhibits 10.1, 4.1, 4.2, 4.2, and 4.3, respectively. The description of the terms of the Bridge Agreement, Warrants, Bridge Note, Nirland Note, and Debt Amendment is not intended to be complete and is qualified in its entirety by reference to such exhibits.

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