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Murphy
Canyon Acquisition Corp.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92123

July
11, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington,
D.C. 20549

Attn:
Tyler Howes and Laura Crotty

    Re:
    Murphy
    Canyon Acquisition Corp.

Registration
Statement on Form S-4

Filed
May 12, 2023

File
No. 333-271903

Dear
Mr. Howes and Ms. Crotty:

On behalf of Murphy Canyon Acquisition Corp. (the “Company”),
this letter responds to comments provided by the staff of the Division of Corporation Finance (the “Staff”), of the
U.S. Securities and Exchange Commission (the “Commission”) provided to the undersigned on May 31, 2023 regarding the
Company’s draft Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on May 12,
2023. Changes made in response to the Staff’s comments have been made in our amendment to the Registration Statement (the “Amended
Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.

Registration
Statement on Form S-4 filed May 12, 2023

Cover
Page

    1.
    Please
    revise your disclosure in each place where you discuss possible redemption scenarios, starting on the cover page, to clearly state
    that 11,037,272 shares of MURF Class A common stock have already been redeemed. In connection with such disclosure, please also provide
    what percentage of the MURF Class A common stock subject to possible redemption this amount represents.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosures as requested.

Summary
of the Material Terms of the Transaction, page 4

    2.
    We
    note your response to prior comment 10 and reissue in part. Please revise here, and each place where the differing interests of the
    directors and officers of MURF compared to those of MURF stockholders are discussed, to quantify any financial benefit that Mr. Heilbron
    may receive in connection with the business combination by virtue of his membership in the Sponsor entity.

Response:
The Company acknowledges the Staff’s comment and respectfully submits a correction and clarification. Mr. Heilbron is not the
managing member of the Sponsor, which was stated in error. Mr. Heilbron is the President of NetREIT Advisors LLC (“NetREIT Advisors”),
which is the sole member and the Managing Member of Murphy Canyon Acquisition Sponsor, LLC.

The
Sponsor is wholly-owned by NetREIT Advisors, which is wholly-owned by Presidio Property Trust, Inc. (“Presidio Property Trust”)
(NASDAQ: SQFT). Mr. Heilbron is the President, Chief Executive Officer and Chairman of Presidio Property Trust, of which he owns 2.6%
(as of March 31, 2023). Mr. Heilbron is also the President of NetREIT Advisors, which is the managing member of the Sponsor. In his capacity
as the President of NetREIT Advisors, Mr. Heilbron is the duly authorized signatory of the managing member.

In
connection with this correction, as discussed above, the Company has revised the disclosures on pages 6, 14, 22 and 78
in the Amended Registration Statement to describe Mr. Heilbron’s relationship with the Sponsor and the compensation he may
receive as a result of the Business Combination, namely the terms of his consulting agreement with New Conduit and a cash bonus to be
payable by Presidio Property Trust six months and one day following the closing of the Business Combination.

Questions
and Answers about the Business Combination and Proposals

Q.
How is the payment of the deferred underwriting commissions..., page 8

    3.
    We
    note the new Q&A provided on page 8 reflecting the deferred underwriting commission to be paid upon consummation of the business
    combination as a percentage of cash left in the trust account following redemptions. We also note that you have stated that the percentage
    is “not applicable” assuming 100% redemptions. Please revise this disclosure to include a percentage exceeding 100% if
    the amount to be paid in commissions will exceed the cash left in the trust account. Please also include disclosure to then explain
    how the deferred underwriting commission will be paid in this case.

Response:
The Company acknowledges the Staff’s comment and respectfully advises that the Company anticipates paying the deferred underwriting
commission with funds from the $27 million Private Placement that will be funded immediately prior to the consummation of the Business
Combination.

If,
however, MURF turned to the trust account for funds to pay the deferred underwriting commission: after paying any redemptions to MURF’s
public stockholders, funds that remain in the trust account will be applied towards tax obligations and dissolution expenses, and if
funds still remain, also transaction expenses, such as the deferred underwriting commission. In the event of 100% redemptions by the
Company’s public stockholders, and after tax obligations and dissolution expenses, the trust account would not have funds. As there
would be no funds, the Company believes that presenting additional disclosure in the event of 100% redemptions pursuant to a footnote
clarifies how the deferred underwriting commission will be paid in this instance.

In
this respect, the Company has incorporated a footnote explaining that if there are 100% redemptions, after tax obligations and dissolution
expenses, the trust account will not have enough funds to pay the deferred underwriting commission and, in such case, funds from the
$27 million provided by the Private Placement Investor immediately before the closing of the Business Combination will be used for the
deferred underwriting commission.

Q.
Do I have redemption rights?, page 9

    4.
    We
    note that Conduit is not required to consummate the Transactions if there is not at least $27 million of cash available to be released
    from the trust account after giving effect to payment of amounts that MURF will be required to pay to redeeming stockholders upon
    consummation of the business combination. Please revise your disclosure in this Q&A and elsewhere to discuss how the redemption
    payment of $114.1 million already made from the trust account for the pre-combination redemption of 11,037,272 shares of MURF Class
    A common stock has impacted the balance in the trust account and the balance that will remain in the account at each of the redemption
    scenarios discussed elsewhere.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure in the Q&A on page 12 and on pages
13, 21 and 130 as requested.

Opinion
of ValueScope, Inc., page 53

    5.
    We
    note your response to our prior comments related to the ValueScope opinion, and the related revisions made in the filing. Please
    respond to the following comments and revise the related disclosures, where appropriate.

    1.
    For
    your Indirect Investment Regarding the Covid Asset as disclosed on F-16, please explain to us why the residual revenue share
    for Conduit, after the 30% under the agreement, and further reduced by the 5% under the Cizzle agreement, and 8% under the Vela agreement
    was not considered in the valuation. Please revise page 62 to clarify the royalty rates used to determine Conduit’s implied
    enterprise value do not consider these limitations, as stated in your response to comment number 24.

    2.
    You
    disclose on page 141 that Conduit does not intend to continue to fund or otherwise development AZD1656 for Covid. Please revise to
    provide prominent disclosures of this fact in your valuation disclosures, and anywhere the Covid asset is discussed, considering
    the Covid asset is your highest valued project. Please also consider disclosing the related impact, if any, under the Cizzle and
    Vela agreements and any other agreement which is affected by ceasing development of the Covid asset.

    3.
    You
    disclose on page 56 that eight of the indications may be addressed by future product candidates (glioma, psoriasis, Crohn’s
    disease, lupus, sarcoidosis, diabetic wound healing, idiopathic pulmonary fibrosis and nonalcoholic steatohepatitis). Please prominently
    disclose in the filing (e.g. the table on page 54 and elsewhere) the eight indications which may be addressed by future product candidates
    that were used in the total valuation.

Response:
The Company respectfully advises the Staff that the initial fairness opinion issued by ValueScope on November 4, 2022, has been superseded
by an updated fairness opinion issued as of June 26, 2023, which was obtained in connection with addressing developments in Conduit’s
asset portfolio.

    1.
    The
    Company acknowledges the Staff’s comment and respectfully advises that ValueScope was not provided with these agreements and,
    therefore, did not consider them in its analysis. It is ValueScope’s understanding, based on discussions with management of
    the Company and Conduit on other agreements, that these agreements were not representative of future expectations. ValueScope conducted
    independent analysis on what industry royalty rates are in the biotech industry.

    2.
    The
    Company acknowledges the Staff’s comment and respectfully advises that the fairness opinion issued as of June 26, 2023
    by ValueScope addresses these disclosures and developments in Conduit’s asset portfolio.

    3.
    The
    Company acknowledges the Staff’s comment and respectfully advises that the updated fairness opinion issued as of June 26,
    2023, does not discuss future product candidates.

Comparable
Public Companies Selected for Beta Analysis, page 57

    6.
    We
    note your response to prior comment 25 and reissue in part. Please revise to discuss how ValueScope considered the differing stages
    of operations between Conduit and the companies identified here in concluding that these were “comparable” public companies.
    In this regard, we note that your revised disclosure states these companies have similar “risk profiles” to Conduit,
    but disclosure directly above this states that Conduit faces “additional risks” when compared to these companies. Please
    further clarify why these companies were selected as “comparable” to Conduit and how any differences in the current scale
    of operations were considered by ValueScope in their analysis. Please also discuss, where appropriate, how the board considered these
    factors when reviewing the fairness opinion provided by ValueScope and in approving the business combination.

Response:
The Company acknowledges the Staff’s comment and respectfully advises that these guideline companies were selected as they
include global, U.S., and biotech pharmaceutical companies that operate in a similar industry as Conduit. Although most are significantly
larger in size and product offerings, they have similar development, regulatory, customer, and supply risks to Conduit. The “additional”
risk for Conduit is primarily referencing the size, which is why ValueScope includes a size premium of 1.22% to our cost of equity. The
disclosure has been revised on page 63 of the Registration Statement to discuss how the MURF board considered these factors when reviewing
the fairness opinion and in approving the business combination.

Certain
Unaudited Conduit Prospective Financial Information, page 62

    7.
    We
    note your response to prior comment 28, but do not note revised disclosure responsive to this comment. Please further revise your
    disclosure to:

    ●
    Clearly
    state when these projections were prepared and management’s reasons for producing the projections. To the extent that a material
    amount of time has passed since the projections were prepared, disclose whether these projections still reflect management’s
    views on future performance.

    ●
    Disclose
    all material assumptions used to develop the projections, including assumed timing of regulatory approvals for Conduits’ product
    candidates, the length of time from approval to commercial availability, assumptions about market acceptance / penetration rates,
    market growth rates and the impact of competition.

    ●
    Explain
    why Conduit prepared projections for 11 years and discuss any associated risks related to projections covering operating results
    over this time period.

Response:
The Company acknowledges the Staff’s comment and has revised the Amended Registration Statement to remove this disclosure.

Background
of the Business Combination, page 66

    8.
    Please
    further revise this section to state, if true, that the lead individual at A.G.P responsible for advising Murphy Canyon was different
    from the lead individual at A.G.P responsible for advising Conduit on this transaction.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 53 and 73.

Approval
of the Transactions by Conduit’s Board of Directors

Interests
of the Sponsor and MURF’s Directors and Officers in the Business Combination, page 72

    9.
    We
    note your response to prior comment 34 and the following statement added to page 73: “The MURF Board determined that Mr. Heilbron’s
    control of the Sponsor and the financial benefits he would individually gain as a result of the Merger does not entitle him to benefits
    different from those that would be enjoyed by the Sponsor, except as disclosed above.” Please revise this statement to explain
    how Mr. Heilbron’s conflicts of interest listed on page 72 were considered by the Board when determining how to vote in relation
    to the merger agreement. As drafted it is unclear how the Board considered the listed information.

Response:
The Company acknowledges the Staff’s comment and respectfully submits a correction and clarification. Mr. Heilbron is not the
managing member of the Sponsor, which was stated in error. The Sponsor is wholly-owned by NetREIT Advisors LLC (“NetREIT Advisors”),
which is wholly-owned by Presidio Property Trust, Inc. (“Presidio Property Trust”) (NASDAQ: SQFT). Mr. Heilbron is the President,
Chief Executive Officer and Chairman of Presidio Property Trust, of which he owns 2.6% (as of March 31, 2023). Mr. Heilbron is also the
President of NetREIT Advisors, which is the managing member of the Sponsor. In his capacity as the President of NetREIT Advisors, Mr.
Heilbron is the duly authorized signatory of the managing member.

In
connection with this correction, as discussed above, the Company has revised the disclosures in the Amended Registration Statement to
describe Mr. Heilbron’s relationship with the Sponsor and the compensation he may receive as a result of the Business Combination,
namely the terms of his consulting agreement with New Conduit and a cash bonus to be payable by Presidio six months and one day following
the closing of the Business Combination.

    10.
    We
    note your response to prior comment 35 and reissue. Please disclose how the board considered the waived corporate opportunities doctrine
    in determining to approve and recommend the merger agreement.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 80 of the Amended Registration
Statement to address this comment.

Unaudited
Pro Forma Condensed Combined Financial Information, page 87

    11.
    We
    note your response to prior comment 39; however, we could not locate any revised disclosure responsive to this comment. Please revise
    your disclosure in the tables on pages 89 and 90 to include the Priva