Shopping Cart

Murphy Canyon Acquisition Corp. *

Murphy Canyon Acquisition Corp. *

Jan 6, 2022 by sam.beattie

PROPOSED BUSINESS COMBINATION: Conduit Pharmaceuticals Limited

ENTERPRISE VALUE: $700.49 million
ANTICIPATED SYMBOL: CDT

Murphy Canyon Acquisition Corp. proposes to combine with Conduit Pharmaceuticals Limited, a pharmaceutical company led by highly experienced pharma executives, established to fund the development of successful deprioritized clinical assets licensed from large pharmaceutical companies, through its exclusive relationships.

  • Conduit is a clinical stage specialty biopharmaceutical company, addressing unmet medical needs in the areas of autoimmune disease and idiopathic male infertility.
  • The development pipeline includes a glucokinase inhibitor in a number of Phase 2 ready autoimmune diseases including uveitis, Hashimoto’s Thyroiditis, preterm labor and renal transplant.
  • Conduit’s development pipeline also includes a potent, irreversible inhibitor of human Myeloperoxidase (MPO) that has the potential to treat idiopathic male infertility.

EXTENSION – 2/1/23 – LINK

  • The company extended the date to consummate a business combination up to 12 times, each such extension for an additional one-month period, from February 7, 2023 to February 7, 2024.
    • Redemptions were not mentioned
    • The company will deposit one-third of 1% of the funds remaining in the trust account following any redemptions for each extension.

TRANSACTION

  • The combined company is anticipated to have an estimated pro forma enterprise value of approximately $700.49 million.
  • Cash proceeds from the transactions contemplated by the Business Combination Agreement are expected to consist of up to approximately $136.04 million of cash held in Murphy’s trust account (before any redemptions by Murphy’s public stockholders and the payment of certain expenses) and approximately $27.00 million attributable to a private investment anchored by new and existing investors of Conduit.
  • Proceeds from the PIPE Investment are expected to advance the clinical evaluation of specific activation of Tregs in one of a number of possible autoimmune diseases.
  • The PIPE Investment is expected to close in connection with the business combination and is subject to the satisfaction of other customary closing conditions and a NASDAQ listing.
  • After the closing of the Transactions and assuming no redemptions by Murphy’s public stockholders, existing Conduit shareholders will retain 100% of their equity ownership and will own approximately 76.48% of the pro forma combined company.

murf

PIPE

  • The Private Placement Investor has agreed to purchase $27 million units of MURF, with each Unit consisting of
    • (i) one share of MURF Common Stock and
    • (ii) one warrant to purchase one share of Class A Common Stock
  •  for a purchase price of $10.00 per Unit (the “Purchase Price”) in the Private Placement.
  • The Warrant will be exercisable for a period of five years after the completion of the Merger and will have an exercise price of $11.50 per share.
  • The Private Placement Investor may exercise each Warrant on a cashless basis if the shares of MURF Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.
  • The Private Placement Investor has contractually agreed to restrict its ability to exercise the Warrants such that the number of shares of the MURF Common Stock held by the Private Placement Investor and its affiliates after such exercise does not exceed the beneficial ownership limitation set forth in the Warrant which may not exceed 4.99% of then issued and outstanding shares of MURF Common Stock.

LOCK-UP

Company:

  • Holder hereby agrees not to, during the period commencing from the Closing and ending on the earlier of 180 days after the date of the Closing.

Sponsor:

  • Sponsor shares will be lock-up for a period of 180 days after the date of the Closing or until a VWAP of $12.00 for 20/30 trading days is reached.

NOTABLE CONDITIONS TO CLOSING

  • The consummation of the Merger is conditioned upon 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 $27,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either MURF or Conduit:
    • (A) on or after May 31, 2023 (the “Outside Date”) – AMENDED February 7, 2024 (“Amended Outside Date”)
    • (B) if any applicable law or order that makes the transactions contemplated by the Merger Agreement illegal or otherwise prohibits consummation of such transactions becomes final and non-appealable

ADVISORS

  • A.G.P./Alliance Global Partners is serving as the exclusive financial advisor to Conduit
  • A.G.P./Alliance Global Partners is serving as the exclusive financial advisor to Murphy.
  • Thompson Hine LLP is serving as legal advisor to Conduit.
  • Sichenzia Ross Ference LLP is serving as legal advisor to Murphy.

MANAGEMENT & BOARD

Executive Officers

Jack K. Heilbron, 71
Chief Executive Officer, President, and Chairman

Mr. Heilbron has served as a director and Chief Executive Officer and President of Presidio Property Trusty Inc. since its inception in February 2010. Mr. Heilbron also has served as Chairman, CEO and President of NetREIT Dubose since its inception, and has served as CEO and/or President of NetREIT Advisors, LLC, Dubose Advisors, LLC, and NTR Property Management, Inc. since their inceptions, all of which are Company affiliated entities. Mr. Heilbron was a founding officer, director, and stockholder of the former CI Holding Group, Inc. and of its subsidiary corporations (Centurion Counsel, Inc., Bishop Crown Investment Research Inc., PIM Financial Securities Inc., Centurion Institutional Services Inc. and CHG Properties, Inc.) and currently serves as Chairman and CEO of Centurion Counsel, Inc., a licensed investment advisor. He also served as a director of the Centurion Counsel Funds, an investment company registered under the Investment Company Act of 1940, from 2001 until 2005. From 1994 until its dissolution in 1999, Mr. Heilbron served as the Chairman and/or director of Clover Income and Growth REIT. Mr. Heilbron graduated with a B.S. degree in Business Administration from California Polytechnic College, San Luis Obispo, California.

Ed Bentzen, 45
Cheif Accounting Offcier

Mr. Bentzen has been the Chief Accounting Officer of Presidio Property Trust, Inc. March 2021. Prior to that, Mr. Bentzen served as Chief Financial Officer and Chief Operations Officer for Crystal View Capital Management in 2020, as a Chief Financial Officer / Finance consultant for various clients (including real estate development companies) from 2018 to 2020, and as Chief Financial Officer for The Parking REIT (formerly MVP REIT and MVP REIT II) from 2016 to 2018. Prior to these roles, Mr. Bentzen held senior and/or accounting roles at Western Funding, Inc., Vestin Group, Inc., and a local CPA firm in Las Vegas, Nevada. In addition, Mr. Bentzen worked as a Senior Internal Auditor at Ameristar Casinos, Inc. (formerly Nasdaq: ASCA). He holds a Bachelor of Science degree in Hotel Administration, with an emphasis in Gaming, and a Master of Science degree in Accountancy, from University of Nevada, Las Vegas, and is licensed as a Certified Internal Auditor (inactive).

Adam Sragovicz, 52
Chief Financial Officer, Treasurer, and Director

Mr. Sragovicz has been a director of the Company since December 2021. Mr. Sragovicz has been the Chief Financial Officer of Presidio Property Trust, Inc. since January 11, 2018. He previously served as Senior Vice President, Finance of Presidio Property Trust, Inc. since May 2017. Before joining Presidio Property Trust, Inc., Mr. Sragovicz served as Treasurer of Encore Capital Group from 2011 to 2017, where he was responsible for global capital raising, foreign exchange risk management and cash management. Mr. Sragovicz has also held capital markets, finance, and treasury management positions with KPMG, Union Bank of California / MUFG and Bank of America Merrill Lynch. Mr. Sragovicz is the Director of the Yale Alumni Schools Committee in San Diego and previously sat on the board of Congregation Adat Yeshurun. Mr. Sragovicz is a graduate of Yale University with a Bachelor of Arts degree in Soviet and Eastern European Studies, with a concentration in Economics.

 

Board of Directors

Francis Knuettel II, 55
Director

Mr. Knuettel II currently serves as Chief Executive Officer and on the board of Unrivaled Brands, Inc. since December 2020 (OTCQX: UNRV). Mr. Knuettel was formerly a Restructuring Advisory Consultant at Viridian Capital Advisors from May 2020 to November 2020. Mr. Knuettel joined Viridian while at One Cannabis Group (“OCG”) where Mr. Knuettel was the Chief Financial Officer from June 2019 to January 2021 and was integral to the sale of the company to Item 9 Labs Corp. (OTCQX: INLB). Prior to OCG, Mr. Knuettel was CFO at MJardin, a Denver-based cannabis cultivation and dispensary management company, from August 2018 to June 2019 where he led the company’s IPO on the Canadian Securities Exchange. Following the IPO, Mr. Knuettel managed MJardin’s merger with GrowForce, a Toronto-based cannabis cultivator, after which he moved over to the Chief Strategy Role. In his role as CSO, he managed the acquisition of several private companies before recommending and executing the consolidation of management and other operations to Toronto and the closure of the executive office in Denver. Prior to MJardin, Mr. Knuettel held numerous CFO and CEO positions at early-stage and NASDAQ-listed companies where he had significant experience both building and restructuring businesses. Mr. Knuettel serves on several corporate boards, including on the Board of Directors of 180 Life Sciences, an early-stage therapeutic biotech company, since July 2021, on the Board of Directors of Sanatio BioScience Corp., an early-stage anti-viral platform, since September 2020 (where he is the chair of the company’s audit committee) and on the Board of Directors of ECOM Medical, Inc., a developer of endotracheal patient monitoring systems, since July 2019 (where he is the chair of the company’s audit committee). Mr. Knuettel has advised that he will be named as a director nominee of a special purpose acquisition company and may be named a director nominee of additional special purpose acquisition companies. Each such appointment will not take effect until the consummation of the initial public offering for the applicable company. If such appointment becomes effective, Mr. Knuettel will have fiduciary duties equivalent to and on the same level of priority as those obligations owed to our Company. We do not believe this gives rise to any theoretical or actual conflict of interest with respect to such other special purpose acquisition companies and our Company, since each of these entities intends to target business combinations in a different industry than those targeted by us. Accordingly, while any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Mr. Knuettel graduated cum laude from Tufts University with a B.A. degree in Economics and from The Wharton School of Business at the University of Pennsylvania with an MBA in Finance and Entrepreneurial Management.

Chele Chiavacci Farley, 54
Director

Chele Chiavacci Farley currently serves as a partner and managing director of Mistral Capital International (“Mistral”), a private equity firm, since 1995. In her role as Partner and Managing Director of Mistral, Ms. Farley originates, evaluates and executes equity investment opportunities, creates and implements deal and financial structures, negotiates with banks for credit facilities, and oversees management. Ms. Farley is a member of the Board of Directors and Management Committee of Palmilla San Jose Inmobiliaria, the Master Developer of the luxury Palmilla resort development in Cabo San Lucas, Mexico. Prior to Mistral, Ms. Farley was Vice President of Tricap International from 1994 to 1995. From 1992 to 1994, Ms. Farley was an Associate at UBS Capital Corporation, and analyzed and evaluated principal investment and financing opportunities for the firm’s internal $1 billion fund. Ms. Farley began her career as a Financial Analyst in the Global Finance department – Energy and Telecom Group of Goldman, Sachs & Co. Ms. Farley has also had an active political career. In 2020, Ms. Farley ran for election to the U.S. House of Representatives to represent New York’s 18th Congressional district. In 2018, Ms. Farley ran for election to the U.S. Senate to represent New York. Ms. Farley graduated from Stanford University with a B.S. and M.S. in Industrial Engineering. She is a member of YPO – Young Presidents’ Organization.

Richard E. Feinberg, 74
Director

Richard E. Feinberg has been an Emeritus Professor of International Political Economy at the University of California, San Diego, since 1996. Previously, Mr. Feinberg served as special assistant to the President for national security affairs and as a senior director for the Office of Inter-American Affairs, National Security Council, and the White House from 1993 to 1996. Mr. Feinberg was integral to architecture of the 1994 Miami Summit of the Americas and of the Free Trade Area of the Americas. Mr. Feinberg has worked in various other governmental roles including: (i) president of the Inter-American Dialogue (1992-1993); (ii) executive vice president of directors of studies of the Overseas Development Council (1982-1991); (iii) member of the policy planning staff for the Department of State (1977-1980); and (iv) economist for the U.S. Treasury Department (1975-1977). Mr. Feinberg taught a graduate-level course on international financial institutions as an adjunct professor at Georgetown University School of Foreign Service from 1980 to 1985. Mr. Feinberg holds a Ph.D. in international economics from Stanford University and a B.A. in European History from Brown University.

Bysam.beattie