Cizzle Biotechnology Holdings plc (LON:CIZ), the UK based diagnostics developer, has announced a further update on its put option to sell: (i) its 5% economic interest in the commercialisation of the AZD 1656 asset to treat inflammatory pulmonary and cardiovascular disease; and (ii) its royalty sharing agreement with St George Street Capital, to Conduit Pharmaceuticals for a total consideration of £3.25 million, to be satisfied through the issuance of new shares in Conduit, as announced by the Company on 19 December 2022.
Conduit originally announced on 9 November 2022 that it had entered into a definitive business combination agreement with Murphy Canyon Acquisition Corp. (NASDAQ: MURF) (“Murphy”), a ‘blank-check’ special purpose acquisition company (the “Conduit-Murphy Transaction”). On 12 May 2023, Murphy made a preliminary proxy statement/prospectus Securities and Exchange Commission (“SEC”) Form S-4 filing in the USA.
Cizzle is pleased to note that Murphy has now received a notice of effectiveness from the SEC which can be found here:
https://www.sec.gov/Archives/edgar/data/1896212/999999999523002356/xslEFFECTX01/primary_doc.xml.
As such, Murphy has formally notified its current shareholders that a special meeting will be held on 7 September 2023 for Murphy shareholders to provide their approval for the transaction.
A link to the notice of special meeting and final prospectus can be found here: https://www.sec.gov/Archives/edgar/data/1896212/000149315223027856/form424b3.htm
Should Cizzle exercise its Option and the Conduit-Murphy Transaction complete, the Company will hold shares in the Conduit-Murphy merged business, thereafter to be called Conduit, which will become a publicly traded company on NASDAQ in the USA. Once issued, the new shares in Conduit to be provided to Cizzle pursuant to the exercise of the Option will not be subject to any restrictions.
The Company will release further announcements as and when appropriate.
Allan Syms, Executive Chairman of Cizzle, commented: “We are very pleased to see that Murphy has received the notice of effectiveness from the SEC, which will allow, subject to their shareholder approval, the merger between Murphy and Conduit to complete and Conduit to become a publicly traded company on NASDAQ. On the completion of Conduit’s NASDAQ listing, the exercise of our Option in these circumstances would provide Cizzle with a £3.25 million investment in US listed securities which we will have flexibility to monetise in part or whole to fund the development of our blood test for CIZ1B to be used for early stage lung cancer detection.”
