SecProbe.io

CORRESP
 1
 filename1.htm

 Conduit Pharmaceuticals Inc.

 4581 Tamiami Trail North, Suite 200

 Naples, Florida 34103

 (648) 491-9132

 August 5, 2025

 VIA EDGAR SUBMISSION

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re: Conduit Pharmaceuticals Inc. (the " Company ")
Registration Statement on Form S-3 (File No. 333-289125) (the " Registration Statement ")

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended ,
the Company hereby requests that the U.S. Securities and Exchange Commission take appropriate action to cause the above-referenced Registration
Statement to become effective on August 7, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, unless the Company
notifies you otherwise prior to such time.

 If you have any questions regarding this request, please contact our
outside counsel, Todd Mason of Thompson Hine LLP, by telephone at (212) 908-3946 or via email at Todd.Mason@ThompsonHine.com. Please also
call Todd Mason as soon as the Company's Registration Statement has been declared effective. Thank you for your attention to this
matter.

 Sincerely,

 CONDUIT PHARMACEUTICALS Inc.

 By:
 /s/
 Andrew Regan

 Name:
 Andrew Regan

 Title:
 Chief Executive Officer

 cc:
 Todd Mason, Thompson Hine LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 5, 2025

Andrew Regan
Chief Executive Officer
Conduit Pharmaceuticals Inc.
4581 Tamiami Trail North, Suite 200
Naples, Florida 34103

 Re: Conduit Pharmaceuticals Inc.
 Registration Statement on Form S-3
 Filed July 31, 2025
 File No. 333-289125
Dear Andrew Regan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Todd Mason, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Conduit
Pharmaceuticals Inc.

 4581
Tamiami Trail North, Suite 200

 Naples,
Florida 34103

 (648)
491-9132

 April
28, 2025

 VIA
EDGAR SUBMISSION

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Conduit
 Pharmaceuticals Inc. (the " Company ")

 Registration
 Statement on Form S-3 (File No. 333-286684) (the " Registration Statement ")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended , the Company hereby requests that the U.S. Securities and Exchange Commission
take appropriate action to cause the above-referenced Registration Statement to become effective on April 30, 2025, at 4:30 p.m., Eastern
Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time.

 If
you have any questions regarding this request, please contact our outside counsel, Todd Mason of Thompson Hine LLP, by telephone at (212)
908-3946 or via email at Todd.Mason@ThompsonHine.com. Please also call Todd Mason as soon as the Company's Registration Statement
has been declared effective. Thank you for your attention to this matter.

 Sincerely,

 CONDUIT
 PHARMACEUTICALS Inc.

 By:
 /s/
 Andrew Regan

 Name:
 Andrew
 Regan

 Title:
 Chief
 Executive Officer

 cc:
 Todd
 Mason, Thompson Hine LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2025

Andrew Regan
Chief Executive Officer
Conduit Pharmaceuticals Inc.
4581 Tamiami Trail North, Suite 200
Naples, Florida 34103

 Re: Conduit Pharmaceuticals Inc.
 Registration Statement on Form S-3
 Filed April 22, 2025
 File No. 333-286684
Dear Andrew Regan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Todd Mason, Esq.
</TEXT>
</DOCUMENT>

February 11, 2025
David Tapolczay, Ph.D.
Chief Executive Officer
Conduit Pharmaceuticals Inc.
4581 Tamiami Trail North, Suite 200
Naples, Florida 34103
Re:Conduit Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed February 5, 2025
File No. 333-284714
Dear David Tapolczay Ph.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Todd Mason, Esq.

CORRESP
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Conduit
Pharmaceuticals Inc.

4581
Tamiami Trail North, Suite 200

Naples,
Florida 34103

(648)
491-9132

February
11, 2025

VIA
EDGAR SUBMISSION

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Conduit
    Pharmaceuticals Inc. (the “Company”)

    Registration
    Statement on Form S-3 (File No. 333-284714) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, the Company hereby requests that the U.S. Securities and Exchange Commission
take appropriate action to cause the above-referenced Registration Statement to become effective on February 12, 2025, at 4:30 p.m.,
Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time.

If
you have any questions regarding this request, please contact our outside counsel, Todd Mason of Thompson Hine LLP, by telephone at (212)
908-3946 or via email at Todd.Mason@ThompsonHine.com. Please also call Todd Mason as soon as the Company’s Registration Statement
has been declared effective. Thank you for your attention to this matter.

    Sincerely,

    CONDUIT
    PHARMACEUTICALS Inc.

    By:
    /s/
    David Tapolczay

    Name:
    David
    Tapolczay

    Title:
    Chief
    Executive Officer

    cc:
    Todd
    Mason, Thompson Hine LLP

CORRESP
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Conduit
Pharmaceuticals Inc.

4581
Tamiami Trail North, Suite 200

Naples,
Florida 34103

(648)
491-9132

December
4, 2024

VIA
EDGAR SUBMISSION

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Conduit
    Pharmaceuticals Inc. (the “Company”)

    Registration
    Statement on Form S-3 (File No. 333-283449) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, the Company hereby requests that the U.S. Securities and Exchange Commission
take appropriate action to cause the above-referenced Registration Statement to become effective on Friday, December 6, 2024, at 4:30
p.m., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time.

If
you have any questions regarding this request, please contact our outside counsel, Todd Mason of Thompson Hine LLP, by telephone at (212)
908-3946 or via email at Todd.Mason@ThompsonHine.com. Please also call Todd Mason as soon as the Company’s Registration Statement
has been declared effective. Thank you for your attention to this matter.

    Sincerely,

    CONDUIT
    PHARMACEUTICALS Inc.

    By:
    /s/
    David Tapolczay

    Name:
    David
    Tapolczay

    Title:
    Chief
    Executive Officer

  cc:
  Todd Mason, Thompson Hine LLP

December 2, 2024
David Tapolczay
Chief Executive Officer
Conduit Pharmaceuticals Inc.
4581 Tamiami Trail North, Suite 200
Naples, FL 34103
Re:Conduit Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed November 25, 2024
File No. 333-283449
Dear David Tapolczay:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Todd Mason, Esq.

CORRESP
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Conduit
Pharmaceuticals Inc.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92134

(760)
471-8536

October
31, 2024

VIA
EDGAR SUBMISSION

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Conduit
    Pharmaceuticals Inc. (the “Company”)

Registration Statement on Form S-3 (File No. 333-282802) (the “Registration
    Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, the Company hereby requests that the U.S. Securities and Exchange Commission
take appropriate action to cause the above-referenced Registration Statement to become effective on Friday, November 1, 2024, at 4:30
p.m., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time.

If
you have any questions regarding this request, please contact our outside counsel, Todd Mason of Thompson Hine LLP, by telephone at (212)
908-3946 or via email at Todd.Mason@ThompsonHine.com. Please also call Todd Mason as soon as the Company’s Registration Statement
has been declared effective. Thank you for your attention to this matter.

    Sincerely,

    CONDUIT
    PHARMACEUTICALS Inc.

    By:
    /s/
    David Tapolczay

    Name:
    David
    Tapolczay

    Title:
    Chief
    Executive Officer

    cc:
    Todd
    Mason, Thompson Hine LLP

October 29, 2024
David Tapolczay
Chief Executive Officer
Conduit Pharmaceuticals Inc.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92134
Re:Conduit Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed October 24, 2024
File No. 333-282802
Dear David Tapolczay:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Todd Mason, Esq.

CORRESP
1
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CONDUIT
PHARMACEUTICALS INC.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92134

September
16, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Conduit
    Pharmaceuticals Inc. (the “Company”)

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-281933 (the “Registration Statement”)

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement
be declared effective by the Securities and Exchange Commission at 4:30 p.m., Eastern Time on September 16, 2024, or as soon as practicable
thereafter.

Please
call Todd Mason at (212) 908-3946 of Thompson Hine LLP to confirm the effectiveness of the Registration Statement or with any questions.

[Signature
Page Follows]

    Sincerely,

    CONDUIT
    PHARMACEUTICALS INC.

    By:

    /s/
David Tapolczay

    Name:

    David
    Tapolczay

    Title:

    Chief
    Executive Officer

CORRESP
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CONDUIT
PHARMACEUTICALS INC.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92134

December
13, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Conduit
    Pharmaceuticals Inc. (the “Company”)

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-275056 (the “Registration Statement”)

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement
be declared effective by the Securities and Exchange Commission at 4:30 p.m., Eastern Time on December 15, 2023, or as soon as practicable
thereafter.

Please
call Todd Mason at (212) 908-3946 of Thompson Hine LLP to confirm the effectiveness of the Registration Statement or with any questions.

[Signature
Page Follows]

    Sincerely,

    CONDUIT
    PHARMACEUTICALS INC.

    By:

    /s/
    David Tapolczay

    Name:

    David
    Tapolczay

    Title:

    Chief
    Executive Officer

CORRESP
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Conduit
Pharmaceuticals Inc.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92123

December
1, 2023

Via
EDGAR Submission

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Tyler Howes and Laura Crotty

    Re:
    Conduit
    Pharmaceuticals Inc.

    Registration
    Statement on Form S-1, Submitted October 17, 2023

    CIK
    No. 0001896212

    File
    No. 333-275056

Dear
Mr. Howes and Ms. Crotty:

This
letter is in response to the comment letter, dated October 30, 2023, of the Office of Life Sciences (the “Staff”) concerning
the above-referenced filing (the “Registration Statement”) by Conduit Pharmaceuticals Inc. (the “Company”). For
your convenience, we have set forth the Staff’s comment in italics, and such comment is followed by the Company’s response.
The Company has filed today Pre-Effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR, which
reflects the responses below. Please note that all page numbers provided in the responses below correspond to the pages of Amendment
No. 1.

Registration
Statement on Form S-1 filed October 17, 2023

Cover
Page

    1.
    For
    each of the securities being registered for resale, disclose the price that the selling securityholders paid for such securities.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 7 and 97.

    2.
    We
    note the following statement on the cover page: “Because the exercise prices of the Warrants are greater than the current market
    price of our Common Stock, such warrants are unlikely to be exercised and therefore the Company does not expect to receive any proceeds
    from such exercise of the Warrants in the near term.” Please provide similar disclosure in the prospectus summary, risk factors,
    MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent
    on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company
    to fund your operations on a prospective basis with your current cash on hand.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 7, 35, 36, and 78. Please
note that the Company’s liquidity and its ability to fund its operations on a prospective basis has not assumed, and is not dependent
on, the receipt of any cash proceeds from the exercise of any Warrants.

    3.
    We
    note the significant number of redemptions of your common stock in connection with your business combination and that the shares
    being registered for resale will constitute a considerable percentage of your public float. We also note that some of the shares
    being registered for resale were purchased by the selling securityholders for prices considerably below the current market price
    of the common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public
    trading price of your common stock.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page.

Risk
Factors, page 8

    4.
    Include
    an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could
    have on the public trading price of your common stock. To illustrate this risk, disclose the purchase price of the securities being
    registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose,
    if true, that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive
    to sell because they will still profit on sales because they purchased their shares at a lower price than the public investors.

Response:
In response to the Staff’s comment, the Company has added a risk factor on page 31, including a statement about the incentive
of a portion of the private investors in light of their purchase price being less than the current trading price.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Overview,
page 72

    5.
    In
    light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises
    of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock,
    expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination.
    If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to
    raise additional capital.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 78. Please note that the Company’s
liquidity position since the business combination has not changed, other than in connection with its normal operations, and is not dependent
upon the receipt of any cash proceeds from the exercise of any Warrants.

    6.
    Please
    expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares
    for resale and discuss how such sales could impact the market price of the company’s common stock.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 78.

General

    7.
    Revise
    your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight
    any differences in the current trading price, the prices that the Sponsor, private placement investors or other selling securityholders
    paid to acquire their shares and warrants, and the price that the public securityholders paid to acquire their shares and warrants.
    Disclose that while these selling securityholders may experience a positive rate of return based on the current trading price, the
    public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase
    prices and the current trading price, if true. Please also disclose the potential profit the selling securityholders will earn based
    on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 7, 31, 35, 36, 78, and
96.

Should
you have any questions regarding the foregoing, please contact our outside counsel, Todd Mason of Thompson Hine LLP at (212) 908-3946,
or Corby Baumann of Thompson Hine LLP at (212) 908-3933.

    Sincerely,

    /s/
    David Tapolczay

    David
    Tapolczay

    Chief
    Executive Officer

United States securities and exchange commission logo
October 30, 2023
David Tapolczay
Chief Executive Officer
Conduit Pharmaceuticals Inc.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92134
Re:Conduit Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed October 17, 2023
File No. 333-275056
Dear David Tapolczay:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 17, 2023
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
2.We note the following statement on the cover page: "Because the exercise prices of the
Warrants are greater than the current market price of our Common Stock, such warrants
are unlikely to be exercised and therefore the Company does not expect to receive any
proceeds from such exercise of the Warrants in the near term." Please provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section
and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price. As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.

 FirstName LastNameDavid Tapolczay
 Comapany NameConduit Pharmaceuticals Inc.
 October 30, 2023 Page 2
 FirstName LastNameDavid Tapolczay
Conduit Pharmaceuticals Inc.
October 30, 2023
Page 2
3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that some of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of your common stock.
Risk Factors, page 8
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of
your common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose, if true, that even though the current
trading price is significantly below the SPAC IPO price, the private investors have an
incentive to sell because they will still profit on sales because they purchased their shares
at a lower price than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 72
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
General
7.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors or other selling
securityholders paid to acquire their shares and warrants, and the price that the public
securityholders paid to acquire their shares and warrants. Disclose that while these selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price, if
true. Please also disclose the potential profit the selling securityholders will earn based on

 FirstName LastNameDavid Tapolczay
 Comapany NameConduit Pharmaceuticals Inc.
 October 30, 2023 Page 3
 FirstName LastName
David Tapolczay
Conduit Pharmaceuticals Inc.
October 30, 2023
Page 3
the current trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tyler Howes at 202-551-3370 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Todd Mason, Esq.

CORRESP
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Murphy
Canyon Acquisition Corp.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92123

August
10, 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

File
No. 333-271903

Dear
Mr. Howes and Ms. Crotty,

Murphy
Canyon Acquisition Corp. (the “Company”) hereby requests, pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, that the effective date of the above-referenced Registration Statement be accelerated so as to
permit it to become effective at 4:30 p.m. Eastern Time on August 11, 2023 or as soon thereafter as practicable.

Please
contact Avital Perlman of Sichenzia Ross Ference LLP, the Company’s counsel, at (212) 930-9700, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/
    Jack K. Heilbron

    Chief
    Executive Officer

    cc:
    Avital
    Perlman, Esq.

CORRESP
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Murphy
Canyon Acquisition Corp.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92123

August
8, 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.

Amendment
No. 2 to Registration Statement on Form S-4

Filed
July 28, 2023

File
No. 333-271903

Dear
Mr. Howes and Ms. Crotty,

On
behalf of Murphy Canyon Acquisition Corp. (the “Company”), this letter responds to comment provided by the staff of
the Division of Corporation Finance (the “Staff”), of the U.S. Securities and Exchange Commission (the “Commission”)
to the undersigned on August 7, 2023, regarding the Company’s Amendment No. 2 to Registration Statement on Form S-4 (the “Registration
Statement”) filed with the Commission on July 28, 2023. Changes made in response to the Staff’s comment 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.

Amendment
No. 2 to Form S-4 filed July 28, 2023

Business
of Conduit Pharmaceuticals Limited

Our
Initial Pipeline: AZD1656 and AZD5904, page 150

1.
We note your response to our prior comment 8 and the table now included on page 150, notably the last column of the table. Please
revise your disclosure to explain how the listed candidates may reach commercialization “following completion of Phase
II” rather than following the successful completion of Phase III clinical trials.

Response: The Company has revised the disclosure
on page 150 of the Amended Registration Statement in response to the Staff’s comment.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Avital Perlman of Sichenzia Ross Ference
LLP at (212) 930-9700.

    Sincerely,

    Jack
    K. Heilbron

    Chief
    Executive Officer

    cc:

    Avital
    Perlman, Esq.

United States securities and exchange commission logo
August 7, 2023
Jack K. Heilbron
Chief Executive Officer
Murphy Canyon Acquisition Corp.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92123
Re:Murphy Canyon Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 28, 2023
File No. 333-271903
Dear Jack K. Heilbron:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 20, 2023 letter.
Amendment No. 2 to Form S-4 filed July 28, 2023
Business of Conduit Pharmaceuticals Limited
Our Initial Pipeline: AZD1656 and AZD5904, page 150
1.We note your response to our prior comment 8 and the table now included on page 150,
notably the last column of the table. Please revise your disclosure to explain how the listed
candidates may reach commercialization "following completion of Phase II" rather than
following the successful completion of Phase III clinical trials.

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 August 7, 2023 Page 2
 FirstName LastName
Jack K. Heilbron
Murphy Canyon Acquisition Corp.
August 7, 2023
Page 2
            You may contact Li Xiao at 202-551-4391 or Mary Mast at 202-551-3613 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Tyler Howes at 202-551-3370 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Avital Perlman, Esq.

CORRESP
1
filename1.htm

Murphy
Canyon Acquisition Corp.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92123

July
28, 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.

Amendment
No. 1 to Registration Statement on Form S-4

Filed
July 11, 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”)
to the undersigned on July 20, 2023, regarding the Company’s Amendment No. 1 to Registration Statement on Form S-4 (the “Registration
Statement”) filed with the Commission on July 11, 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.

Amendment
No. 1 to Registration Statement on Form S-4

Questions
and Answers about the Business Combination and Proposals

Q.
How is the payment of the deferred underwriting commissions..., page 11

    1.
    We
    note that the chart on this page shows the total deferred underwriting commission at the 100% redemption scenario is equal to 1%
    of the cash left in the trust account following redemptions. We also note that footnote (1) to this chart states that you will not
    have enough cash in your trust account to pay the full deferred underwriting commission due in the 100% redemption scenario. Please
    reconcile.

Response:
The Company acknowledges the Staff’s comment and has corrected the typographical error so as to clearly reference footnote
1 within the chart.

Opinion
of ValueScope

ValueScope,
page 59

    2.
    We
    note you have reinstated the statement on page 59 that ValueScope’s reports and opinions “have been reviewed by the SEC,
    Internal Revenue Service and United States Department of Justice”. Therefore, we reissue comment 20 of our March 1, 2023, comment
    letter, and ask that such statement be removed as it implies approval of such reports and opinions by the named agencies, which is
    not the case.

Response:
The Company acknowledges the Staff’s comment and has removed the statement on page 59.

Comparable
Public Companies Selected for Beta Analysis, page 63

    3.
    We
    note your response to prior comment 6 and reissue in part. Please revise to explain how ValueScope considered any differences in
    the size and current scale of operations in their analysis. For example, clearly disclose that ValueScope included a 1.21% small
    stock risk premium to Conduit’s cost of equity, as you have done in your response. Please also discuss here, or wherever 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 has revised the discussion on pages 63-64 as requested.

Opinion
of ValueScope, Inc.

Sum
of the Parts DCF Analysis, page 65

    4.
    We
    note that you have updated the Probability of Success by Stage for Therapeutic Areas and the Sum of the part DCF Analysis, which
    resulted in an updated total value of clinical assets to be $851.6 million. Please explain to us the underlying drivers for the changes
    you made to these tables comparing to your previous valuation report. In your response, please specifically address changes for Hashimoto’s
    Thyroiditis, and others with a significant increase in value. Additionally, please help us understand whether and how your sum of
    the parts DCF analysis considered the research and development costs associated for these therapeutic areas.

Response:
The Company acknowledges the Staff’s comment and respectfully advises that the changes to the Probability of Success assumptions
were to Covid-19, Idiopathic Male Infertility, IPF, and NASH.

 ● Covid-19:
                                            Probability of Success was reduced from 61% to 29%. Based on conversations with Management,
                                            ValueScope understands that the Covid-19 therapeutic had not completed their Phase 2 requirements.
                                            As such, the probability was reduced to account for the uncertainty of Phase 2 not succeeding.

 ● Idiopathic
                                            Male Infertility: Therapeutic category was changed from Urology to Endocrine resulting
                                            in a minor change to the probability. Base case probability of Phase 2 success increased
                                            from 36% to 42%, Phase 3 success decreased from 68% to 66%, and approval increased from 84%
                                            to 85%. This resulted in total PoS increasing from 20% to 23%.

 ● IPF:
                                            Has completed Phase 1 and is moved to Phase 2, based on information provided by Conduit’s
                                            management.

 ● NASH:
                                            Has completed Phase 1 and is moved to Phase 2, based on information provided by Conduit’s
                                            management.

In
the updated fairness opinion, ValueScope further researched the product pipelines to forecast the peak market share achieved by each
therapeutic based on its projected entry to the market.

ValueScope
analyzed SpringerNature data via Bloomberg LP to determine the estimated number of therapeutics available prior to the Conduit therapeutic
entering the market. The following table details the therapeutics being researched and their current stage:

ValueScope
then compared these estimates to the Conduit therapeutic to estimate the base-case Conduit entry to the market. The following table details
the estimated therapeutic’s entry to the market (e.g. a 1 in the base case column indicates its forecast to be the first therapeutic
entry in the market):

ValueScope’s
market share forecasts were based on a review of McKinsey & Company’s study “Pharma’s first-to-market advantage”,
Nature Review’s article “Forecasting market share in the US pharmaceutical market”, multiple discussions with Conduit’s
management, and ValueScope’s experience. Based on this, ValueScope set a 23% ceiling for first to market therapeutics and a 2%
floor for later arriving therapeutics. Both Conduit and Murphy Canyon believe the selected peak market share estimates are reasonable
estimates for the indicated therapeutics.

With
regards to Hashimoto’s Thyroiditis, the therapeutic is currently being tested on lungs, however, Conduit’s management believes
that if the therapeutic is successful on lungs it will almost certainly be successful on other organs. ValueScope reviewed an article
from Future Market Insights addressing market size which estimated the market to be $7.4 billion in 2022 (“Hasihmoto’s Thyroiditis
Therapeutics Market”, Future Market Insights. This is a significant increase from than original forecast but is believed to better
represent the opportunity for this therapeutic. Additionally, as the previous chart indicates, this form of treatment for Hashimoto’s
Thyroiditis is expected to be the first to market, resulting in a significantly larger market share than previously forecast.

Other
therapeutics that had a significant change in value from prior analysis:

 ● Covid-19:
                                            Decrease in value was primarily driven by lower probability of success discussed above as
                                            well as a revised market size to better reflect the therapeutic’s target market.

 ● Idiopathic
                                            Male Infertility: Decrease in value was driven by lower projected peak market share as a
                                            result of being projected as 8th to market, decreasing peak market share from
                                            10.0% to 2.0%.

 ● Sarcoidosis:
                                            Increase in value was driven by higher projected peak market share as a result of being projected
                                            as 3rd to market, increasing peak market share from 1.0% to 10.0%.

 ● IPF
                                            and NASH: Increase in value primarily driven by higher probability of success as discussed
                                            above.

ValueScope’s
research and development costs are directly forecast by Conduit’s management and third-party studies for each therapeutic in the
projected income statements. The expenses are forecast in the “Development Costs” line item.

The
Business Combination Proposal

Background
of the Business Combination, page 72

    5.
    Please
    revise your disclosure to further discuss the factors that resulted in Conduit’s valuation increasing to $779,000,000, namely
    how the de-prioritization of funding and development of AZD1656 for Covid-19 impacted the valuation and the developments in the therapeutics
    areas of interest to Conduit that resulted in the increase.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 75 as requested.

Unaudited
Pro Forma Condensed Combined Financial Information, page 94

    6.
    Please
    revise the tables appearing on pages 97 and 98 to separately present the Private Placement Investor’s shares.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 97 and 98 as requested.

Our
Strategy, page 146

    7.
    We
    note your response to our prior comment 17. We also note that your disclosure throughout the Business section continues to assert
    your plans to out-license your product candidates “following successful clinical trials.” Please revise your disclosure
    to make clear that there is no guarantee that clinical trials will be successful and that you may not be successful in finding third
    party partners to license your clinical assets to.

Response:
The Company acknowledges the Staff’s comment and has updated the disclosure throughout the Business section in response
to the Staff’s comment.

Our
Initial Pipeline: AZD1656 and AZD5904, page 150

    8.
    Please
    revise the table titled “Current Asset Development Stage” to include columns for Phase II and Phase III so that it is
    clear to investors what development stages still need to be completed prior to commercialization. Although we note Conduit’s
    business strategy is only to develop assets to Phase II, the table should provide a complete picture of the stages remaining prior
    to commercialization.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 150.

AZ1656
in Autoimmune Diseases, page 151

    9.
    Please
    remove your statement implying that AZD1656 may be able to help maintain a pregnancy for longer, reduce the number of babies that
    are born prematurely and reduce the costs associated with preterm labor as this statement appears premature given the current development
    status. Alternatively, please provide support for this statement.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 151.

Annex
D, page D-1

    10.
    Please
    revise to include the fairness opinion dated November 4, 2022, as well as the opinion dated June 26, 2023.

Response:
The Company acknowledges the Staff’s comment and has added the November 4, 2022 fairness opinion to Annex D as requested.

General

    11.
    We
    note you have removed all disclosure related to unaudited Conduit projections from the prospectus. Please confirm that these projections
    were not considered by the board in approving the transaction. In the event the projections were considered, please reinstate this
    disclosure and revise to respond to our prior comment 7.

Response:
The Company acknowledges the Staff’s comment and confirms that those projections were not considered by the board in approving
the transaction.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Avital Perlman of Sichenzia Ross Ference
LLP at (212) 930-9700.

    Sincerely,

    Jack
    K. Heilbron

    Chief
    Executive Officer

    cc:
    Avital
    Perlman, Esq.

United States securities and exchange commission logo
July 20, 2023
Jack K. Heilbron
Chief Executive Officer
Murphy Canyon Acquisition Corp.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92123
Re:Murphy Canyon Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed July 11, 2023
File No. 333-271903
Dear Jack K. Heilbron:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 31, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers about the Business Combination and Proposals
Q. How is the payment of the deferred underwriting commissions..., page 11
1.We note that the chart on this page shows the total deferred underwriting commission at
the 100% redemption scenario is equal to 1% of the cash left in the trust account
following redemptions.  We also note that footnote (1) to this chart states that you will not
have enough cash in your trust account to pay the full deferred underwriting
commission due in the 100% redemption scenario.  Please reconcile.

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 July 20, 2023 Page 2
 FirstName LastName
Jack K. Heilbron
Murphy Canyon Acquisition Corp.
July 20, 2023
Page 2
Opinion of ValueScope
ValueScope, page 59
2.We note you have reinstated the statement on page 59 that ValueScope's reports and
opinions "have been reviewed by the SEC, Internal Revenue Service and United States
Department of Justice". Therefore, we reissue comment 20 of our March 1, 2023,
comment letter, and ask that such statement be removed as it implies approval of such
reports and opinions by the named agencies, which is not the case.
Comparable Public Companies Selected for Beta Analysis, page 63
3.We note your response to prior comment 6 and reissue in part.  Please revise to explain
how ValueScope considered any differences in the size and current scale of operations in
their analysis. For example, clearly disclose that ValueScope included a 1.21% small
stock risk premium to Conduit's cost of equity, as you have done in your response.  Please
also discuss here, or wherever appropriate, how the board considered these factors when
reviewing the fairness opinion provided by ValueScope and in approving the business
combination.
Opinion of ValueScope, Inc.
Sum of the Parts DCF Analysis, page 65
4.We note that you have updated the Probability of Success by Stage for Therapeutic Areas
and the Sum of the part DCF Analysis, which resulted in an updated total value of clinical
assets to be $851.6 million. Please explain to us the underlying drivers for the changes you
made to these tables comparing to your previous valuation report. In your response, please
specifically address changes for Hashimoto's Thyroiditis, and others with a
significant increase in value. Additionally, please help us understand whether and how
your sum of the parts DCF analysis considered the research and development costs
associated for these therapeutic areas.
The Business Combination Proposal
Background of the Business Combination, page 72
5.Please revise your disclosure to further discuss the factors that resulted in
Conduit's valuation increasing to $779,000,000, namely how the de-prioritization of
funding and development of AZD1656 for Covid-19 impacted the valuation and the
developments in the therapeutics areas of interest to Conduit that resulted in the increase.
Unaudited Pro Forma Condensed Combined Financial Information, page 94
6.Please revise the tables appearing on pages 97 and 98 to separately present the Private
Placement Investor's shares.

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 July 20, 2023 Page 3
 FirstName LastName
Jack K. Heilbron
Murphy Canyon Acquisition Corp.
July 20, 2023
Page 3
Our Strategy, page 146
7.We note your response to our prior comment 17.  We also note that your disclosure
throughout the Business section continues to assert your plans to out-license your product
candidates "following successful clinical trials."  Please revise your disclosure to make
clear that there is no guarantee that clinical trials will be successful and that you may not
be successful in finding third party partners to license your clinical assets to.
Our Initial Pipeline: AZD1656 and AZD5904, page 150
8.Please revise the table titled "Current Asset Development Stage" to include columns for
Phase II and Phase III so that it is clear to investors what development stages still need to
be completed prior to commercialization. Although we note Conduit's business strategy is
only to develop assets to Phase II, the table should provide a complete picture of the
stages remaining prior to commercialization.
AZ1656 in Autoimmune Diseases, page 151
9.Please remove your statement implying that AZD1656 may be able to help maintain a
pregnancy for longer, reduce the number of babies that are born prematurely and reduce
the costs associated with preterm labor as this statement appears premature given the
current development status.  Alternatively, please provide support for this statement.
Annex D, page D-1
10.Please revise to include the fairness opinion dated November 4, 2022 as well as the
opinion dated June 26, 2023.
General
11.We note you have removed all disclosure related to unaudited Conduit projections from
the prospectus. Please confirm that these projections were not considered by the board in
approving the transaction. In the event the projections were considered, please reinstate
this disclosure and revise to respond to our prior comment 7.
            You may contact Li Xiao at 202-551-4391 or Mary Mast at 202-551-3613 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Tyler Howes at 202-551-3370 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Avital Perlman, Esq.

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
May 31, 2023
Jack K. Heilbron
Chief Executive Officer
Murphy Canyon Acquisition Corp.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92123
Re:Murphy Canyon Acquisition Corp.
Registration Statement on Form S-4
Filed May 12, 2023
File No. 333-271903
Dear Jack K. Heilbron:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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.
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.

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 May 31, 2023 Page 2
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
May 31, 2023
Page 2
Heilbron may receive in connection with the business combination by virtue of his
membership in the Sponsor entity.
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.
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.
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

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 May 31, 2023 Page 3
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
May 31, 2023
Page 3
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.
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.
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.
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.
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

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 May 31, 2023 Page 4
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
May 31, 2023
Page 4
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.
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.
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 Private Placement Investor's shares or advise.
Management of New Conduit following the Business Combination, page 105
12.For the background disclosure of Ms. McNealey, please include the years of her
occupations listed on page 106.  In addition, for Mses. McNealey and Farley, briefly
discuss the specific experience, qualifications, attributes or skills that led to the conclusion
that each individual should serve as a director.  Refer to Item 401 of Regulation S-K for
guidance.
Business of Conduit Pharmaceuticals Limited, page 134
13.Please revise your disclosure to clearly disclose the current development status of each of
the five indications subject to project funding agreements listed on page 135 and clarify
what regulatory steps must still be completed before commercialization of these
candidates may be achieved.  Please also disclose any development activities conducted
by Conduit specifically in relation to the listed candidates since inception. In this regard
we note the company's research and development expenses for the years ended December
31, 2021 and 2022. To the extent no developmental activities have been conducted by
Conduit to date, please include an affirmative statement to that effect. In addition, please
clarify what activities Conduit is expected to undertake in relation to the five project
funding agreements, as the disclosure that "St George Street granted Conduit the exclusive
first right to provide to St George Street, or procure the provision of, all funding for the
performance of a drug discovery and/or development project" implies that Conduit only
finances the projects, rather than conducting its own development activities and
clinical trials.
14.Please revise your disclosure to state where AstraZeneca conducted the pre-clinical and
clinical trials to be relied on by Conduit, as discussed throughout this section. To the
extent the trials were conducted outside of the United States, please clarify that the FDA

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 May 31, 2023 Page 5
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
May 31, 2023
Page 5
may not accept such data and that additional trials may be required, resulting in additional
costs and time.
15.We note your response to prior comment 45 and reissue. Please revise your disclosure
to clarify the scope, size and design of the trial; the primary and secondary endpoints, as
applicable; whether the studies or trials were powered to show statistical significance; and
whether any adverse side effects were observed when discussing the Phase I trials
conducted by AstraZeneca for your product candidates. In the event AstraZeneca has not
provided such information to Conduit, please clarify and explain how this lack of
information will impact the company's development activities.
16.We note your response to our prior comment 47 and we reissue the comment in relation to
the following:
•your statement on page 134 regarding Conduit's mission to "accelerate" the
development of new treatments for patients;
•your statement on page 135 regarding the reduction of development timelines; and
•your statement on page 140 that Conduit believes that both HT and Graves' disease
may be investigated separately with "relatively short clinical trials of approximately
3-4 months in duration."
Our Strategy, page 135
17.We note your statement that you intend to out-license your candidates as a
commercialization strategy "following successful clinical trials."  Please revise this and
similar statements throughout the Business section to remove the implication that your
clinical trials will necessarily be successful, as such statements are premature and
regulatory approvals are not entirety within the company's control.
Strategic Alliances and Arrangements, page 135
18.Please revise your disclosure of the Global Funding Agreement with St George Street to
provide a more fulsome discussion of the material terms, including the aggregate amount
of fees paid or received to date, the percentage of revenue sharing Conduit will receive,
and the term and termination provisions.
Market Overview
Global Pharmaceutical Industry, page 137
19.Please revise page 138 to include footnote 2, as referenced at the end of the sentence
preceding the graphics.
AZ1656 in Autoimmune Diseases, page 139
20.Please remove the following statements from pages 140-143, as each appears premature
and unsupported by clinical data at this stage of development:
•"...management believes that AZD1656 may provide a treatment option for HT
and/or Graves’ disease with fewer negative side effects when compared to the

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 May 31, 2023 Page 6
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
May 31, 2023
Page 6
currently available treatment options.
•"We believe that AZD1656 has the potential to treat uveitis without the serious side
effects of the current treatment using steroids."
•"We believe that AZD1656 has the potential to decrease rejection in kidney
transplant patients as we believe AZD1656 facilitates the immune system in
tolerating or accepting the transplanted kidney."
•"We believe that AZD1656 may be able to help maintain a pregnancy for longer,
which would reduce the number of babies that are born prematurely and thereby
reduce the costs and expenses associated with preterm labor for both the mother and
child."
•"We believe that there is clinical and biological evidence that suggests AZD1656
may be effective treating other autoimmune diseases, include systemic lupus
erythematosus, rheumatoid arthritis, multiple sclerosis, motor neuron disease and
amyotrophic lateral sclerosis."
Alternatively, please provide data to support each belief.
Our Initial Pipeline: AZD1656 and AZD5904, page 139
21.We note the pipeline table on page 139. Please revise to address the following:
•Remove the first row relating to the AZD1656, as you disclose on page 141
that Conduit does not intend to continue to fund or otherwise further develop
AZD1656 for Covid-19;
•Provide footnotes to indicate the importance of the colors of the bars in the table;
•Revise the table to show the current stage of development of each indication, rather
than a future stage of development. In this regard we note your disclosure prior to the
table which states that "the table below sets forth the anticipated stage for the further
development" of the clinical assets.
•Explain your disclosure prior to the table which states that the table does not reflect
the pre-clinical or clinical trials that have been conducted by third-parties to date.
Based on the disclosure throughout the document, it appears Conduit is relying on
pre-clinical and clinical trials conducted by AstraZeneca for each of the listed
indications.
22.We note your response to prior comment 49.  Please revis

CORRESP
1
filename1.htm

Murphy
Canyon Acquisition Corp.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92123

May
12, 2023

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Tyler Howes and Laura Crotty

    Re:
    Murphy
    Canyon Acquisition Corp.

    Draft
    Registration Statement on Form S-4 Submitted

    February
    1, 2023

    CIK
    No. 0001896212

Dear
Mr. Howes and Ms. Crotty:

Murphy
Canyon Acquisition Corp. (the “Company” or “Murphy Canyon”) previously submitted a Draft Registration
Statement on Form S-4 (the “Registration Statement”) on a confidential basis pursuant to Title I, Section 106 under
the Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”) on February
1, 2023. The Company hereby submits its response to the comment letter to the Registration Statement received on March 1, 2023 from the
staff of the Commission (the “Staff”). The Registration Statement has been revised (the “Amendment”)
to reflect the Company’s responses to the comment letter.

For
ease of review, we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment and all references
to page numbers in such responses are to page numbers in the Amendment.

Draft Registration Statement on Form S-4

Cover
Page

1. On
                                            the cover page of the joint proxy statement/prospectus which appears immediately following
                                            the letter to stockholders, please clearly disclose the valuation of the target company where
                                            the business combination consideration is discussed, expressed as a dollar amount.

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

2. Please
                                            revise your disclosure in the third paragraph on this page to show the potential impact of
                                            redemptions on the per share value of the shares owned by non-redeeming shareholders by including
                                            a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum
                                            and interim redemption levels. Please include similar disclosure in the summary of the material
                                            terms of the transaction on page 3 and the Q&A referencing the post combination equity
                                            stakes on page 7.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosures on the cover page and pages 4 and 7.

3. Please
                                            identify the Private Placement Investor where first discussed.

Response:
The Company acknowledges Staff’s comment and has revised the initial disclosure as well as the defined term in the section Frequently
Used Terms.

Summary
of the Material Terms of the Transaction, page 4

4. We
                                            note that certain shareholders have agreed to waive their redemption rights. Please describe
                                            any consideration provided in exchange for this agreement.

Response:
The Company acknowledges the Staff’s comment
and respectfully confirms that pursuant to that certain Letter Agreement dated February 2, 2022, the Sponsor and directors and officers
of MURF agreed to waive their redemption rights without any separate consideration paid in connection with providing such waiver. The
Company has incorporated this clarification on pages 5, 11, 17 and 72.

5. We
                                            note your discussions of the Shareholder Support Agreement and the Sponsor Support Agreement
                                            throughout the document. In this section, please disclose the percentage of outstanding shares
                                            that have agreed to vote in favor of the business combination.

Response:
The Company acknowledges the Staff’s comment and has incorporated such a disclosure as requested on page
5.

6. Please
                                            clarify if the Sponsor and its affiliates can earn a positive rate of return on their investment,
                                            even if other SPAC stockholders experience a negative rate of return in the post-business
                                            combination company.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision on pages 5, 11, 18 and 72.

7. Please
                                            disclose the Sponsor and its affiliates’ total potential ownership interest in the
                                            combined company, assuming exercise and conversion of all securities. Disclose the approximate
                                            dollar value of that interest based on the transaction value and recent trading prices as
                                            compared to the price paid.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision on pages 5, 11, 18 and 72.

8. Please
                                            quantify the aggregate dollar amount and describe the nature of what the Sponsor and its
                                            affiliates have at risk that depends on completion of a business combination. Include the
                                            current value of securities held, loans extended, fees due, and out-of-pocket expenses for
                                            which the Sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure
                                            for the company’s officers and directors, if material.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision on pages 5, 11, 18 and 72.

Questions
and Answers about the Business Combination and Proposals, page 6

9. Please
                                            add a Q&A discussing all possible sources and extent of dilution that shareholders who
                                            elect not to redeem their shares may experience in connection with the business combination.
                                            Provide disclosure of the impact of each significant source of dilution, including the amount
                                            of equity held by founders, convertible securities, including warrants retained by redeeming
                                            shareholders, at each of the redemption levels detailed in your sensitivity analysis, including
                                            any needed assumptions.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision on page 7.

Summary
of the Proxy Statement/Prospectus Sponsor, page 13

10. We
                                            note that the company’s CEO, Jack Heilbron, is the sole and managing member of the
                                            Sponsor, Murphy Canyon Acquisition Sponsor LLC. Please clearly disclose this information
                                            where the Sponsor is first discussed and disclose all associated conflicts of interest, including
                                            quantification of any financial benefit Mr. Heilbron may receive in connection with the business
                                            combination by virtue of his membership in the Sponsor entity. Your disclosure regarding
                                            these conflicts should appear in each place where the differing interests of the directors
                                            and officers of MURF compared to those of MURF stockholders are discussed.

Response:
The Company acknowledges the Staff’s comment and has made the requested disclosure at first instance on page 5 as well as disclosures
on pages 11, 18 and 72 where the differing interests of the directors and officers of MURF compared to those of MURF
stockholders are discussed.

Interests
of MURF’s Directors and Officers in the Business Combination, page 15

11. We
                                            note your statement that the Sponsor, Conduit or Conduit’s shareholders and/or their
                                            respective affiliates may purchase shares or enter into agreements to purchase shares to
                                            increase the likelihood of approval of the business combination proposal. Confirm your intent
                                            to comply, and revise your disclosure on pages 16, 47 and 63 accordingly, with the conditions
                                            set forth in Question 166.01 of the Tender Offers and Schedules C&DI.

Response:
The Company acknowledges the Staff’s comment and makes reference to the Tender Offer Compliance and Disclosure Interpretation Question
166.01 (March 22, 2022) that sets forth parameters relating to purchases by a SPAC sponsor or its affiliates outside of the redemption
offer. In connection with the Staff’s comment, the Company has revised the disclosure on pages 18, 49 and 65.

The
Company agrees and confirms that any purchase of MURF common stock will comply with the conditions indicated in C&DI Question 166.01.
In the revised disclosure on the above referenced pages, the Company discloses that any Public Shares purchased by MURF’s Sponsor
or affiliates of MURF will (i) be purchased at a price no higher than the price offered through the SPAC redemption process, (ii) not
be voted in favor of the business combination transaction and (iii) not have redemption rights, or such rights would be waived. Further,
in the event of such purchase, MURF intends to file on a Form 8-K with the required information outlined in C&DI Question 166.01.

Conditions
to the Closing of the Business Combination, page 17

12. Please
                                            revise to identify which conditions the parties may waive and still proceed with the business
                                            combination.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 19 and a similar disclosure on page
78.

Risk
Factors, page 22

13. Please
                                            highlight the risk that the Sponsor will benefit from the completion of a business combination
                                            and may be incentivized to complete an acquisition of a less favorable target company or
                                            on terms less favorable to stockholders rather than liquidate.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision on pages 11, 18, and 72 and
has also incorporated a risk factor on page 40 concerning the same disclosure.

14. Disclose
                                            the material risks to unaffiliated investors presented by taking the company public through
                                            a merger rather than an underwritten offering. These risks could include the absence of due
                                            diligence conducted by an underwriter that would be subject to liability for any material
                                            misstatements or omissions in a registration statement.

Response:
The Company acknowledges the Staff’s comment and has incorporated a risk factor concerning this disclosure on page 40.

We
have identified material weaknesses in our internal control over financial reporting..., page 26

15. Please
                                            revise this risk factor to discuss the steps you have taken, or will take, in order to remediate
                                            the significant deficiency in your internal controls.

Response:
The Company acknowledges the Staff’s comment and has revised the
risk factor on page 24.

If
the Business Combination’s benefits do not meet the expectations of investors or securities analysts..., page 39

16. Please
                                            disclose here if the parties are currently aware of any ongoing litigation related to the
                                            merger agreement.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company is not aware of any ongoing litigation
related to the merger agreement.

Our
certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery..., page 42

17. We
                                            note your disclosure regarding the exclusive forum provision. Please also disclose that investors
                                            may incur increased costs due to the provision and clarify that investors cannot waive compliance
                                            with the federal securities laws and the rules and regulations thereunder.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 44 of the Amendment.

We
may not be able to complete the Private Placement in connection with the Business Combination., page 44

18. We
                                            note the above titled risk factor undermines your disclosure elsewhere which presumes the
                                            private placement will close, including your disclosure that a subscription agreement has
                                            been entered into between the Private Placement Investor and MURF. Please reconcile or explain.

Response:
The Company acknowledges the Staff’s comment and respectfully advises that the Private Placement Investor has executed
a subscription agreement and is expected to fund immediately prior to the closing of the Business Combination. However, the
Company cannot guarantee that the Private Placement will close. In response to the Staff’s comment, the Company has revised
the risk factor on page 46.

MURF’s
stockholders may be held liable for claims by third parties..., page 47

19. We
                                            note the above titled risk factor. Please revise to explain why you believe this risk factor
                                            presents a material risk related to the transaction and why you believe that MURF may not
                                            properly assess claims that may be brought against the company.

Response:
The Company acknowledges the Staff’s comment and has removed the risk factor as it does not present a material risk.

Special
Meeting of MURF Stockholders Opinion of ValueScope, Inc., page 51

20. Please
                                            remove your statement on page 52 that ValueScope’s reports and opinions “have
                                            been reviewed by the SEC, Internal Revenue Service and United States Department of Justice”,
                                            as such statement implies approval of such reports and opinions by the named agencies, which
                                            is not the case.

Response:
The Company acknowledges the Staff’s comment and has removed the statement as requested.

Opinion
of ValueScope, Inc.

Overview
of Key Assumptions and Inputs, page 54

21. We
                                            note that the valuation prepared by ValueScope considered 14 indications by Conduit for the
                                            proposed clinical assets. Please explain how these 14 indicat

United States securities and exchange commission logo
March 1, 2023
Jack K. Heilbron
Chief Executive Officer
Murphy Canyon Acquisition Corp.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92123
Re:Murphy Canyon Acquisition Corp.
Draft Registration Statement on Form S-4
Submitted February 1, 2023
CIK No. 0001896212
Dear Jack K. Heilbron:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4 submitted February 1, 2023
Cover Page
1.On the cover page of the joint proxy statement/prospectus which appears immediately
following the letter to stockholders, please clearly disclose the valuation of the target
company where the business combination consideration is discussed, expressed as a dollar
amount.
2.Please revise your disclosure in the third paragraph on this page to show the potential
impact of redemptions on the per share value of the shares owned by non-redeeming
shareholders by including a sensitivity analysis showing a range of redemption scenarios,
including minimum, maximum and interim redemption levels. Please include similar
disclosure in the summary of the material terms of the transaction on page 3 and the Q&A

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 March 1, 2023 Page 2
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
March 1, 2023
Page 2
referencing the post combination equity stakes on page 7.
3.Please identify the Private Placement Investor where first discussed.
Summary of the Material Terms of the Transaction, page 4
4.We note that certain shareholders have agreed to waive their redemption rights.  Please
describe any consideration provided in exchange for this agreement.
5.We note your discussions of the Shareholder Support Agreement and the Sponsor Support
Agreement throughout the document. In this section, please disclose the percentage of
outstanding shares that have agreed to vote in favor of the business combination.
6.Please clarify if the Sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC stockholders experience a negative rate of return in the
post-business combination company.
7.Please disclose the Sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.  Disclose the
approximate dollar value of that interest based on the transaction value and recent trading
prices as compared to the price paid.
8.Please quantify the aggregate dollar amount and describe the nature of what the Sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the Sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
Questions and Answers about the Business Combination and Proposals, page 6
9.Please add a Q&A discussing all possible sources and extent of dilution that shareholders
who elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
Summary of the Proxy Statement/Prospectus
Sponsor, page 13
10.We note that the company's CEO, Jack Heilbron, is the sole and managing member of the
Sponsor, Murphy Canyon Acquisition Sponsor LLC. Please clearly disclose this
information where the Sponsor is first discussed and disclose all associated conflicts of
interest, including quantification of any financial benefit Mr. Heilbron may receive in
connection with the business combination by virtue of his membership in the Sponsor
entity. Your disclosure regarding these conflicts should appear in each place where the
differing interests of the directors and officers of MURF compared to those of MURF

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 March 1, 2023 Page 3
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
March 1, 2023
Page 3
stockholders are discussed.
Interests of MURF's Directors and Officers in the Business Combination, page 15
11.We note your statement that the Sponsor, Conduit or Conduit's shareholders and/or their
respective affiliates may purchase shares or enter into agreements to purchase shares to
increase the likelihood of approval of the business combination proposal. Confirm your
intent to comply, and revise your disclosure on pages 16, 47 and 63 accordingly, with the
conditions set forth in Question 166.01 of the Tender Offers and Schedules C&DI.
Conditions to the Closing of the Business Combination, page 17
12.Please revise to identify which conditions the parties may waive and still proceed with the
business combination.
Risk Factors, page 22
13.Please highlight the risk that the Sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to stockholders rather than liquidate.
14.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
We have identified material weaknesses in our internal control over financial reporting..., page
26
15.Please revise this risk factor to discuss the steps you have taken, or will take, in order to
remediate the significant deficiency in your internal controls.
If the Business Combination's benefits do not meet the expectations of investors or securities
analysts..., page 39
16.Please disclose here if the parties are currently aware of any ongoing litigation related to
the merger agreement.
Our certificate of incorporation provides, subject to limited exceptions, that the Court of
Chancery..., page 42
17.We note your disclosure regarding the exclusive forum provision.  Please also disclose
that investors may incur increased costs due to the provision and clarify that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 March 1, 2023 Page 4
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
March 1, 2023
Page 4
We may not be able to complete the Private Placement in connection with the Business
Combination., page 44
18.We note the above titled risk factor undermines your disclosure elsewhere which
presumes the private placement will close, including your disclosure that a subscription
agreement has been entered into between the Private Placement Investor and MURF.
Please reconcile or explain.
MURF's stockholders may be held liable for claims by third parties..., page 47
19.We note the above titled risk factor. Please revise to explain why you believe this risk
factor presents a material risk related to the transaction and why you believe that MURF
may not properly assess claims that may be brought against the company.
Special Meeting of MURF Stockholders
Opinion of ValueScope, Inc., page 51
20.Please remove your statement on page 52 that ValueScope's reports and opinions "have
been reviewed by the SEC, Internal Revenue Service and United States Department of
Justice", as such statement implies approval of such reports and opinions by the named
agencies, which is not the case.
Opinion of ValueScope, Inc.
Overview of Key Assumptions and Inputs, page 54
21.We note that the valuation prepared by ValueScope considered 14 indications by Conduit
for the proposed clinical assets.  Please explain how these 14 indications relate to the
pipeline table disclosed on page 128.  In this regard, the disclosure on page 128 indicates
that Conduit (through its funding arrangement with St George Street) currently only has
rights to development clinical assets, AZD1656 and AZD5904, in six indications.
22.You state that the current development stage of each application was provided by Conduit
and MURF, which estimated that completion of Phase I would take approximately 1 year,
Phase II would take approximately 2 years, Phase III would take about 1 year, and
approval from the FDA would take an additional 1 year. You also disclose that
ValueScope researched development timelines by phase in the pharmaceutical industry
and determined that the estimates provided by Conduit management were reasonable.
Please discuss the type and extent of research performed by ValueScope in assessing the
reasonableness of these development timelines.

23.You disclose that Conduit intends to license their products upon successful Phase II
completion and expects that licensing agreements would provide them with development
success driven milestone payments and a royalty on future revenue generated by the
products. Please address the following:
•Clearly explain how the Global Funding Agreement with St George Street provides

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 March 1, 2023 Page 5
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
March 1, 2023
Page 5
you with exclusive rights to develop AZD1656 and AZD5904 and cite the specific
provisions within this agreement that entitle you to future license fees, milestone
payments and royalties.  Provide us with a copy of the Global Funding Agreement to
assist us with our analysis.
•Tell us why you believe comparing industry milestone payments with large
pharmaceutical companies is comparable to Conduit's operations.
•We note that most of the applications have a low probability rate of success. Tell us
how milestone payments and licensing income were determined for those
applications given the probability of success appears unlikely they would achieve a
stage that would result in milestone payments or licensing income. For example, for
Crohn's disease with a PoS of 20% tell us why it is appropriate to project revenue for
this application.
•Tell us which applications are assumed to have future licensing income and milestone
payments and why.

24.You disclose that Conduit expects future licensing agreements to contain a royalty rate of
15.0% of revenue, and that ValueScope reviewed industry data and observed a range of
12.5% to 18.0% within similar licensing agreements and used a 15.0% royalty rate in its
base case. Tell us what consideration was given to the company being an early stage
biotech with no significant operating history in research and development in determining a
15% royalty rate. For the royalty rates disclosed on page 60, explain to us whether such
rates take into consideration the existing agreements among Conduit Pharmaceuticals Inc.,
St George Street Capital, Vela Technology PLC, and Cizzle PLC, which seem to limit
Conduit's entitlement to future royalties. In your response, please also discuss whether
such limitations also exist for other product candidates.
Comparable Public Companies Selected for Beta Analysis, page 55
25.We note your disclosure of numerous public companies that ValueScope determined were
comparable to Conduit.  Please revise to further disclose the methodology used to reach
this determination and explain why ValueScope believed the identified companies were
comparable to Conduit given its stage of operations and appropriate to use in the
analysis. in the analysis.
Probability of Success ("PoS"), page 57
26.You state on page 55 that ValueScope reviewed two industry studies to determine the
appropriate PoS for each application by stage, and that they selected the PoS data it
deemed most appropriate from each study based on the therapeutic area involved and
averaged the two data points to form its base-case PoS assumptions for each indication.
Please address the following:
•Provide narrative disclosure explaining what is depicted in each of the charts
appearing in this section.
•For each column in the PoS table at the top of page 57, clarify what the PoS

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 March 1, 2023 Page 6
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
March 1, 2023
Page 6
percentages represent and how each was derived. In this regard, clarify whether the
percentages are meant to indicate the PoS that each indication will complete each
phase of development.
•Walk us through a specific indication and explain what the PoS percentages imply.
For example, are we to infer from this table that for Crohn's Disease you estimate that
there is a 40% PoS that the product candidate will successfully complete Phase II
trials?  If this is the case, why would the PoS for successful completion of Phase III
and ultimate FDA approval then increase to 60% and 83%, respectively?  How do
these phase-by-phase probabilities correlate to a total PoS of 20%?
•Clarify how and when the 61% probability for the COVID-19 indication
was determined and if the new COVID-19 variations affect that probability.
Certain Unaudited Conduit Prospective Financial Information, page 60
27.You disclose that the projections disclosed on page 60 were prepared by Conduit
management, provided to MURF in connection with the evaluation of the Business
Combination, and provided to ValueScope in connection with its fairness opinion. You
also disclose that the projections were provided on a base-case non-probability adjusted
basis and that ValueScope has made adjustments to pre-tax income of each product for the
probability of its success at that point in time. Please address the following:

•Explain how you determined that presenting these projections on a non-probability
adjusted basis without also providing balancing disclosure on a probability-adjusted
basis provides meaningful information to investors.
•Explain your consideration of providing similar pro forma income statement
projections on a probability-adjusted basis, taking into consideration the adjustments
made by ValueScope for purposes of their fairness opinion.
•Expand your narrative discussion to clearly disclose the material assumptions used by
Conduit management when preparing the projections for each line item as well as the
adjustments made by ValueScope.  For example, quantify the assumptions used by
management in projecting future revenues and development costs for each indication
and quantify the specific adjustments made by ValueScope.oAs it relates specifically to revenue projections, in addition to illustrating how
the PoS of each indication was utilized when estimating future licensing income
and milestone payments, please also provide clarity as to how forecasted patent
expiry is reflected in the projected revenue streams.  In this regard, we note your
disclosure that Conduit’s revenue was projected to grow rapidly once several
products launch to market, after which

United States securities and exchange commission logo
November 25, 2022
Adam Sragovicz
Chief Financial Officer
Murphy Canyon Acquisition Corp.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92123
Re:Murphy Canyon Acquisition Corp.
Form 10-K for the year ended December 31, 2021
Filed March 29, 2022
File No. 001-41245
Dear Adam Sragovicz:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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filename1.htm

MURPHY
CANYON ACQUISITION CORP.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92123

November
23, 2022

William
Demarest

Isaac
Esquivel

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

  Re:
  Murphy Canyon Acquisition Corp.

  Form 10-K for the year ended December 31, 2021 Filed

  March 29, 2022

  File No. 001-41245

Dear
Mr. Demarest and Mr. Esquivel:

Murphy
Canyon Acquisition Corp. (“we” or the “Company”) submits this letter in response to the comment from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated November
21, 2022, relating to the above referenced annual report of the Company.

In
this letter, we have recited the comment from the Staff in bold type and have followed each comment with the Company’s response
in ordinary type.

Form
10-K for the year ended December 31, 2021

General

1. With
                                            a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has
                                            substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings
                                            to include disclosure that addresses how this fact could impact your ability to complete
                                            your initial business combination. For instance, discuss the risk to investors that you may
                                            not be able to complete an initial business combination with a U.S. target company should
                                            the transaction be subject to review by a U.S. government entity, such as the Committee on
                                            Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
                                            as a result, the pool of potential targets with which you could complete an initial business
                                            combination may be limited. Further, disclose that the time necessary for government review
                                            of the transaction or a decision to prohibit the transaction could prevent you from completing
                                            an initial business combination and require you to liquidate. Disclose the consequences of
                                            liquidation to investors, such as the losses of the investment opportunity in a target company,
                                            any price appreciation in the combined company, and the warrants, which would expire worthless.
                                            Please include an example of your intended disclosure in your response.

Response

The
Company’s sponsor, Murphy Canyon Acquisition Sponsor LLC (the “Sponsor”),
is not a non-U.S. person and does not have substantial ties with a non-U.S. person. The Sponsor is a Delaware limited liability company
and wholly owned subsidiary of Presidio Property Trust, Inc., a publicly traded Maryland corporation whose securities are traded on the
Nasdaq Capital Market (“Presidio”). Each of Presidio’s officers and directors are U.S. citizens who reside in the United
States and to our knowledge, based on ownership filings made with the SEC, no 5% shareholders of Presidio are non-U.S. citizens or corporations.
The Sponsor’s sole officer is Jack Heilbron, its Managing Member. Mr. Heilbron is a U.S. citizen who resides in California.

I
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel Avital Perlman of Sichenzia Ross Ference LLP at (212)
930-9700 or aperlman@srf.law.

    Sincerely,

    /s/
    Adam Sragovicz

    Adam
    Sragovicz, Chief Financial Officer

United States securities and exchange commission logo
November 21, 2022
Adam Sragovicz
Chief Financial Officer
Murphy Canyon Acquisition Corp.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92123
Re:Murphy Canyon Acquisition Corp.
Form 10-K for the year ended December 31, 2021
Filed March 29, 2022
File No. 001-41245
Dear Adam Sragovicz:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined

 FirstName LastNameAdam Sragovicz
 Comapany NameMurphy Canyon Acquisition Corp.
 November 21, 2022 Page 2
 FirstName LastName
Adam Sragovicz
Murphy Canyon Acquisition Corp.
November 21, 2022
Page 2
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact William Demarest, Staff Accountant at 202-551-3432 or Isaac
Esquivel, Staff Accountant at 202-551-3395 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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February
1, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Murphy Canyon Acquisition Corp.

    Registration Statement on Form S-1

    File No. 333-262036

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PARTNERS, as representative
of the several underwriters, hereby joins Murphy Canyon Acquisition Corp. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-262036) (the “Registration
Statement”) to become effective on Wednesday, February 2, 2022, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Sichenzia Ross Ference LLP, request by telephone that such Registration
Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations under the 1933 Act, the undersigned advise that approximately 415 copies of the Preliminary
Prospectus are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The
several underwriters are aware of their obligations under and confirm that they are complying with the provisions of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

CORRESP
1
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February
1, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, NE

Washington,
D.C. 20549

    Re:
    MURPHY
    CANYON ACQUISITION CORP.

Registration
Statement on Form S-1

File
No. 333-262036

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Murphy Canyon
Acquisition Corp. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
so as to become effective on Wednesday, February 2, 2022, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. Once the
Registration Statement has been declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference LLP., by
calling Arthur Marcus at 212-930-9700.

    Very
    truly yours,

    /s/
    Jack Heilbron

    Jack
    Heilbron

    Chief
    Executive Officer

CORRESP
1
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By
Electronic Mail Only

January
26, 2022

Cheryl
Brown

Law
Clerk

Division
of Corporate Finance

U.S.
Securities and Exchange Commission

    Re:
    Murphy
    Canyon Acquisition Corp. (the “Company”)

Dear
Ms. Brown,

As
per your conversation with our counsel, Arthur Marcus, the Company hereby withdraws the acceleration request filed on January
21, 2022, requesting effectiveness of the Company’s registration statement on Form S-1 (File No. 333-262036) for Tuesday, January
25, 2022 at 4:30 P.M.

If
you need any additional information or have any follow up questions, please feel free to contact me.

    Sincerely,

    /s/ Jack K. Heilbron

    Name:
    Jack K. Heilbron

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

January
21, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Murphy Canyon Acquisition Corp.

    Registration Statement on Form S-1

    File No. 333-262036

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PARTNERS, as representative
of the several underwriters, hereby joins Murphy Canyon Acquisition Corp. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-262036) (the “Registration
Statement”) to become effective on Tuesday, January 25, 2022, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Sichenzia Ross Ference LLP, request by telephone that such Registration
Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations under the 1933 Act, the undersigned advise that approximately 415 copies of the Preliminary
Prospectus are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The
several underwriters are aware of their obligations under and confirm that they are complying with the provisions of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.

    Very
    truly yours,

    A.G.P./ALLIANCE
    GLOBAL PARTNERS

    By:
    /s/
    Thomas J. Higgins

    Name:

    Thomas
    J. Higgins

    Title:

    Managing
    Director

CORRESP
1
filename1.htm

January
21, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, NE

Washington,
D.C. 20549

    Re:
    MURPHY
    CANYON ACQUISITION CORP.

    Registration
    Statement on Form S-1

    File
    No. 333-262036

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Murphy Canyon
Acquisition Corp. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
so as to become effective on Tuesday, January 25, 2022, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. Once the Registration
Statement has been declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference LLP., by calling Arthur
Marcus at 212-930-9700.

    Very
    truly yours,

    /s/
    Jack Heilbron

    Jack
    Heilbron

    Chief
    Executive Officer

United States securities and exchange commission logo
December 20, 2021
Jack Heilbron
Chief Executive Officer
Murphy Canyon Acquisition Corp.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92123
Re:Murphy Canyon Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted December 9, 2021
CIK No. 0001896212
Dear Mr. Heilbron:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please contact Cheryl Brown, Law Clerk, at (202) 551-3905 or Kevin Dougherty, Staff
Attorney, at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Arthur Marcus, Esq.