Context Therapeutics Files 8-K: Material Agreement & Reg FD

Ticker: CNTX · Form: 8-K · Filed: Mar 6, 2024 · CIK: 1842952

Context Therapeutics Inc. 8-K Filing Summary
FieldDetail
CompanyContext Therapeutics Inc. (CNTX)
Form Type8-K
Filed DateMar 6, 2024
Risk Levellow
Pages3
Reading Time4 min
Key Dollar Amounts$0.001, $55 million, $15 m, $130 million, $12.5 m
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, regulation-fd, corporate-filing

TL;DR

CTXTC filed an 8-K on Feb 29th for a material agreement & Reg FD disclosure.

AI Summary

Context Therapeutics Inc. filed an 8-K on February 29, 2024, reporting a material definitive agreement and a Regulation FD disclosure. The filing details are associated with the company's operations in the pharmaceutical preparations sector, with its principal executive offices located in Philadelphia, PA.

Why It Matters

This filing indicates significant corporate activity and disclosures by Context Therapeutics, which could impact investors' understanding of the company's current status and future direction.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a material definitive agreement and Regulation FD disclosure, which are routine corporate events.

Key Numbers

  • 001-40654 — SEC File Number (Identifies the company's filing with the SEC.)
  • 86-3738787 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

  • Context Therapeutics Inc. (company) — Registrant
  • February 29, 2024 (date) — Date of earliest event reported
  • 2001 Market Street, Suite 3915, Unit#15 Philadelphia, Pennsylvania 19103 (address) — Principal executive offices
  • 267-225-7416 (phone_number) — Registrant's telephone number

FAQ

What specific material definitive agreement was entered into by Context Therapeutics Inc.?

The filing indicates a material definitive agreement was entered into, but the specific details of the agreement are not provided in the provided text.

What is the nature of the Regulation FD disclosure?

The filing mentions a Regulation FD Disclosure, but the specific content of this disclosure is not detailed in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on February 29, 2024.

Where are Context Therapeutics Inc.'s principal executive offices located?

Context Therapeutics Inc.'s principal executive offices are located at 2001 Market Street, Suite 3915, Unit#15, Philadelphia, Pennsylvania 19103.

What is the SIC code for Context Therapeutics Inc.?

The Standard Industrial Classification (SIC) code for Context Therapeutics Inc. is 2834, which corresponds to Pharmaceutical Preparations.

Filing Stats: 1,006 words · 4 min read · ~3 pages · Grade level 11.9 · Accepted 2024-03-06 07:30:51

Key Financial Figures

  • $0.001 — mon Stock CNTX The Nasdaq Stock Market $0.001 par value per share Indicate by check
  • $55 million — milestone payments will be reduced from $55 million to $15 million, aggregate sales milesto
  • $15 m — nts will be reduced from $55 million to $15 million, aggregate sales milestone paymen
  • $130 million — milestone payments will be reduced from $130 million to $12.5 million, and a tiered royalty
  • $12.5 m — ts will be reduced from $130 million to $12.5 million, and a tiered royalty of 8-12% th
  • $500 million — the achievement of annual net sales of $500 million and annual net sales of $1 billion. T
  • $1 billion — of $500 million and annual net sales of $1 billion. The foregoing is a brief description

Filing Documents

01. Entry into a Material Agreement

Item 1.01. Entry into a Material Agreement . On February 29, 2024, Context Therapeutics Inc. (the "Company") amended its collaboration and licensing agreement with Integral Molecular, Inc. ("Integral") (the "Integral License Agreement") for the development of a CLDN6 bispecific monoclonal antibody for cancer therapy (the "Licensed Rights"). In the course of the Company's further due diligence review of its CTIM-76 asset developed under the Integral License Agreement ("CTIM-76"), the Company determined that certain of the Licensed Rights may incorporate intellectual property rights currently held by a third party. Specifically, the Company is aware of issued patents in the United States and certain foreign jurisdictions expiring in January 2034 that potentially cover certain of the intellectual property included in CTIM-76. While the Company believes it will have reasonable defenses against any potential claim of infringement, the Company may not be successful in such efforts, and it also may not be able to obtain a license to such patents on commercially reasonable terms, or at all. As a result of this determination, the parties amended the Integral License Agreement to reflect updated financial terms. As part of Amendment 2 to the Integral License Agreement ("Second Amendment"), Integral's right to receive certain future payments will be reduced as follows: aggregate development and regulatory milestone payments will be reduced from $55 million to $15 million, aggregate sales milestone payments will be reduced from $130 million to $12.5 million, and a tiered royalty of 8-12% that commenced at first commercial sale will be reduced to a flat royalty rate of 6% on net sales beginning no sooner than February 1, 2034. The Second Amendment also narrows the license grant from Integral to the Company to only cover CTIM-76, removes any further obligation of the Company to reimburse Integral for any independently obtained research funding Integral applied against CTIM-76

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 6, 2024, the Company updated its corporate presentation for use in meetings with investors, analysts and others. A copy of the corporate presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. * * * The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

01. Exhibits

Item 9.01. Exhibits. (d) Exhibits Exhibit No. Description 10.1 # Amendment No. 2 , dated Februar y 29, 2024 , to that certain Research Collaboration and License Agreement, dated April 6, 2021, between Context Therapeutics LLC and Integral Molecular, Inc. 99.1 Context Therapeutics Inc. Corporate Presentation - March 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document) # Certain information has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the registrant treats as private or confidential.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 6, 2024 Context Therapeutics Inc. By: /s/ Martin A. Lehr Name: Martin A. Lehr Title: Chief Executive Officer

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