Context Therapeutics Enters Material Definitive Agreement

Ticker: CNTX · Form: 8-K · Filed: Jul 10, 2024 · CIK: 1842952

Context Therapeutics Inc. 8-K Filing Summary
FieldDetail
CompanyContext Therapeutics Inc. (CNTX)
Form Type8-K
Filed DateJul 10, 2024
Risk Levelmedium
Pages4
Reading Time5 min
Key Dollar Amounts$0.001, $3.75 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, filing

Related Tickers: CTXTC

TL;DR

CTXTC just signed a big deal, details TBD.

AI Summary

Context Therapeutics Inc. announced on July 9, 2024, that it entered into a material definitive agreement. The company also disclosed information related to Regulation FD and filed financial statements and exhibits. The exact nature of the agreement and the financial details were not specified in this filing excerpt.

Why It Matters

This filing indicates a significant new agreement for Context Therapeutics, which could impact its business operations and financial future.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but the lack of specific details necessitates a medium risk assessment.

Key Players & Entities

  • Context Therapeutics Inc. (company) — Registrant
  • July 9, 2024 (date) — Date of earliest event reported
  • 2001 Market Street, Suite 3915, Unit #15 (address) — Principal executive offices
  • Philadelphia, Pennsylvania 19103 (address) — Principal executive offices
  • 267-225-7416 (phone_number) — Registrant's telephone number

FAQ

What is the nature of the material definitive agreement entered into by Context Therapeutics Inc. on July 9, 2024?

The provided excerpt does not specify the nature of the material definitive agreement.

What are the key financial details disclosed in the filing?

The excerpt mentions the filing of financial statements and exhibits but does not provide specific financial details.

What is the principal executive office address for Context Therapeutics Inc.?

The principal executive office is located at 2001 Market Street, Suite 3915, Unit #15, Philadelphia, Pennsylvania 19103.

When was Context Therapeutics Inc. incorporated or organized?

The state of incorporation is Delaware.

What is the IRS Employer Identification Number for Context Therapeutics Inc.?

The IRS Employer Identification Number is 86-3738787.

Filing Stats: 1,164 words · 5 min read · ~4 pages · Grade level 11.9 · Accepted 2024-07-10 07:33:59

Key Financial Figures

  • $0.001 — mon Stock CNTX The Nasdaq Stock Market $0.001 par value per share Indicate by check
  • $3.75 million — ny made a one-time payment to Seller of $3.75 million. The Purchase Agreement contains limi

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 9, 2024 (the "Closing Date"), Context Therapeutics Inc. (the "Company") entered into an asset purchase agreement (the "Purchase Agreement") pursuant to which the Company acquired (the "Transaction") CT-95 (formerly known as LNK-101), a mesothelin x CD3 T cell engaging bispecific antibody, from Link (assignment for the benefit of creditors), LLC (the "Seller"), which succeeded to the assets of Link Immunotherapeutics Inc. The U.S. Food and Drug Administration previously cleared the investigational new drug ("IND") application for CT-95 and the Company expects to initiate a Phase 1 trial to evaluate CT-95 in the first quarter of 2025. The Company funded the acquisition of CT-95 and intends to fund its advancement through the dose escalation portion of a Phase 1 clinical trial with the Company's existing cash. Pursuant to the Purchase Agreement, the Company purchased all of the assets of the Seller associated with CT-95, including patent rights, know-how, regulatory filings, and inventory of drug substance and drug product (the "Transferred Assets"), on an "as is" and "where is" basis. CT-95 patents are currently being prosecuted and/or maintained in the United States, Europe, Canada, Australia and Taiwan. The Company also assumed certain liabilities relating to the Transferred Assets. In consideration of the purchase of the Transferred Assets, the Company made a one-time payment to Seller of $3.75 million. The Purchase Agreement contains limited representations and warranties, covenants, and closing conditions customary for a transaction of this nature, including, without limitation, confidentiality obligations. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On July 10, 2024, the Company issued a press release announcing the Transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On July 10, 2024, the Company also updated its corporate presentation for use in meetings with investors, analysts and others. A copy of the corporate presentation is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 7.01, and Exhibits 99.1 and 99.2 attached hereto, are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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# Asset Purchase Agreement, dated July 9 , 2024 , by and between the Company and th e S eller 99.1 Press Release issued by Context Therapeutics Inc., dated July 10 , 2024 99.2 Context Therapeutics Inc. Corporate Presentation - July 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.

Forward-looking Statements

Forward-looking Statements This Current Report on Form 8-K contains "forward-looking statements" that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, included in this press release regarding strategy, future operations, prospects, plans and objectives of management, including words such as "may," "will," "expect," "anticipate," "look forward," "plan," "intend," and similar expressions (as well as other words or expressions referencing future events, conditions, or circumstances) are forward-looking statements. These include, without limitation, statements regarding (i) our expectation to initiate a Phase 1 trial to evaluate CT-95 in the first quarter of 2025, and (ii) our expectation that we can fund the advancement of CT-95 through the dose escalation portion of a Phase 1 clinical trial with our existing cash. Forward-looking statements in this Current Report on Form 8-K involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, and we therefore cannot assure you that our plans, intentions, expectations, or strategies will be attained or achieved. Other factors that may cause actual results to differ from those expressed or implied in the forward-looking statements in this Current Report on Form 8-K are discussed in our filings with the Securities and Exchange Commission, including the section titled "Risk Factors" contained therein. Except as otherwise required by law, we disclaim any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events, or circumstances or otherwise.

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: July 10, 2024 Context Therapeutics Inc. By: /s/ Martin A. Lehr Name: Martin A. Lehr Title: Chief Executive Officer

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