| Item 1. | |
| (a) | Name of issuer:
Conduit Pharmaceuticals Inc. |
| (b) | Address of issuer's principal executive offices:
4851 TAMIAMI TRAIL NORTH, SUITE 200, Naples, FLORIDA, 34103. |
| Item 2. | |
| (a) | Name of person filing:
A.G.P. / Alliance Global Partners, LLC
Alliance Global Holdings, Inc.
David Bocchi Family Trust
David A.Bocchi
Raffaele Gambardella
Phillip W. Michals |
| (b) | Address or principal business office or, if none, residence:
88 Post Road West, 2nd Floor, Westport, Connecticut 06880 |
| (c) | Citizenship:
A.G.P. / Alliance Global Partners, LLC and Alliance Global Holdings, Inc. are organized under the laws of the State of New York.
David Bocchi Family Trust was formed in New York
David A .Bocchi, Raffaele Gambardella and Phillip W. Michals are U.S. citizens |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
20678X205 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
A.G.P./Alliance Global Partners, LLC ("AGP") directly beneficially owns 1,065,320 shares of Common Stock issued upon the partial conversion of the Convertible Note entered into by and between Conduit Pharmaceuticals Inc. and A.G.P./Alliance Global Partners, 13,000 shares of Common Stock previously held, and 29,925 shares of Common Stock underlying currently exercisable warrants. |
| (b) | Percent of class:
9.77% which is based on 11,338,523 shares of Common Stock of Conduit Pharmaceuticals Inc. (the "Issuer") outstanding as of April 21, 2025, as reported by the Issuer in the Form S-3. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
1,108,320
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
1,108,320
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)