REG - Cizzle Biotechnology - Update on Put Option with Conduit

Cizzle Biotechnology HoldingsAnnouncement

15/08/2023 07:00

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RNS Number : 2888J  Cizzle Biotechnology Holdings PLC  15 August 2023

15 August 2023

Cizzle Biotechnology Holdings plc

 

("Cizzle" or "the Company")

 

Update on Put Option with Conduit

Cizzle Biotechnology Holdings plc, the UK based diagnostics developer, is
pleased to announce 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
("Conduit") for a total consideration of £3.25 million, to be satisfied
through the issuance of new shares in Conduit (the "Option"), 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
(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
(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."

 

Enquiries:

 

 Cizzle Biotechnology Holdings plc  Via IFC Advisory
 Allan Syms (Executive Chairman)

 

 Allenby Capital Limited  +44(0) 20 3328 5656
 John Depasquale
 George Payne

 

 Novum Securities Limited  +44(0) 20 7399 9400
 Colin Rowbury

 Jon Bellis

 

 IFC Advisory Limited  +44(0) 20 3934 6630
 Tim Metcalfe
 Florence Chandler

 

About Cizzle Biotechnology

Cizzle is developing a blood test for the early detection of lung cancer. The
Company is a spin- out from the University of York, founded in 2006, around
the work of Professor Coverley and colleagues. Its proof-of-concept prototype
test is based on the ability to detect a stable plasma biomarker, a variant of
CIZ1 known as CIZ1B. CIZ1 is a naturally occurring cell nuclear protein
involved in DNA replication, and the targeted CIZ1B variant is highly
correlated with early-stage lung cancer. For more information, please see
https://cizzlebiotechnology.com You can also follow the Company through its
twitter account @CizzlePlc and on LinkedIn.

About Conduit Pharmaceuticals Limited

Led by highly experienced pharma executives, 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.

 

 

 

 

 

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