Context Therapeutics Files 8-K: Material Agreement & Disclosures

Ticker: CNTX · Form: 8-K · Filed: Sep 23, 2024 · CIK: 1842952

Context Therapeutics Inc. 8-K Filing Summary
FieldDetail
CompanyContext Therapeutics Inc. (CNTX)
Form Type8-K
Filed DateSep 23, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$0.001, $11.0 million, $4.0 million, $118.5 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, sec-filing, disclosure

TL;DR

Context Therapeutics filed an 8-K on 9/23/24 for a material agreement. Big news pending.

AI Summary

On September 23, 2024, Context Therapeutics Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes information on Regulation FD disclosures, other events, and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Philadelphia, Pennsylvania.

Why It Matters

This 8-K filing indicates a significant development for Context Therapeutics Inc., potentially involving a new material definitive agreement that could impact its business operations and future prospects.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant business risks and opportunities, requiring careful investor scrutiny.

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
  • September 23, 2024 (date) — Date of Report
  • Delaware (jurisdiction) — State of Incorporation
  • 2001 Market Street, Suite 3915, Unit #15 Philadelphia, Pennsylvania 19103 (address) — Principal Executive Offices
  • 267-225-7416 (phone_number) — Business Phone

FAQ

What is the nature of the material definitive agreement filed on September 23, 2024?

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

What other items are included in this 8-K filing?

This 8-K filing also includes information on Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits.

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.

When was Context Therapeutics Inc. formerly known as Context Therapeutics LLC?

The company was formerly known as Context Therapeutics LLC, with a date of name change on January 28, 2021.

What is the Standard Industrial Classification code for Context Therapeutics Inc.?

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

Filing Stats: 1,434 words · 6 min read · ~5 pages · Grade level 12.8 · Accepted 2024-09-23 07:33:19

Key Financial Figures

  • $0.001 — mon Stock CNTX The Nasdaq Stock Market $0.001 par value per share Indicate by check
  • $11.0 million — Atla will receive an upfront payment of $11.0 million and is eligible to receive up to (i) $4
  • $4.0 million — on and is eligible to receive up to (i) $4.0 million in near-term milestones and (ii) $118.5
  • $118.5 million — illion in near-term milestones and (ii) $118.5 million in additional milestone payments, in ea

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 23, 2024 (the "Closing Date"), Context Therapeutics Inc. (the "Company") entered into a license agreement (the "License Agreement") with BioAtla, Inc. ("BioAtla"), pursuant to which Company obtained from BioAtla an exclusive, worldwide license to develop, manufacture and commercialize two licensed antibodies (the "Assets"), including BA3362 (renamed by the Company as CT-202), BioAtla's Nectin-4 x CD3 T cell engaging (TCE) bispecific antibody (the "Transaction"). As partial consideration for the exclusive license under the License Agreement, BioAtla will receive an upfront payment of $11.0 million and is eligible to receive up to (i) $4.0 million in near-term milestones and (ii) $118.5 million in additional milestone payments, in each case based upon the achievement of specified pre-clinical, clinical, development and commercial milestones, as well as tiered mid-single digit to low double-digit royalties on future net sales for products containing the Assets, subject to standard reductions. Pursuant to the License Agreement, BioAtla has agreed, subject to certain exceptions, to refrain from engaging in certain competitive activities with respect to the exploitation of a bispecific or multi-specific antibody directed against Nectin-4. The License Agreement will continue on a country-by-country, product-by-product basis until the expiration of the royalty term as defined in the License Agreement, unless earlier terminated. Each of the Company and BioAtla may terminate the License Agreement for a material, uncured breach or insolvency of the other party. The Company may also terminate the License Agreement at will upon advance written notice to BioAtla. BioAtla may also terminate the Agreement if the Company fails for a consecutive period comprising at least eight (8) calendar quarters to conduct any research or development activities with respect to the Assets prior to regulatory approval, with certai

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 23, 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 September 23, 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. Other Events

Item 8.01. Other Events. The Company's CTIM-76 Phase 1 clinical trial is actively screening patients and the Company anticipates dosing the first patient in such trial in October or November 2024. Additionally, the Company anticipates initial CTIM-76 Phase 1 dose escalation data in the first half of 2026 and anticipates initial CT-95 Phase 1 dose escalation data in the middle of 2026.

01. Exhibits

Item 9.01. Exhibits. ( d) Exhibits Exhibit No. Description 10.1# License Agreement, dated Se ptember 23 , 2024, by and between the Company and BioAtla, Inc. 99.1 Press Release issued by Context Therapeutics Inc., dated S e ptember 23 , 2024 99.2 Context Therapeutics Inc. Corporate Presentation - September 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) the Company's expectation to file an IND for CT-202 in mid-2026, (ii) the Company's expectation that it can fund the estimated duration of its CTIM-76 and CT-95 Phase 1a trials, estimated expenses through IND filing for CT-202, and its operations into 2027, (iii) the Company's expectation to dose the first patient in the CTIM-76 Phase 1 trial in October or November 2024, (iv) the Company's expectation to have initial CTIM-76 Phase 1 dose escalation data in the first half of 2026, and (v) the Company's expectation to have initial CT-95 Phase 1 dose escalation data in the middle of 2026. 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,

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: September 23, 2024 Context Therapeutics Inc. By: /s/ Martin A. Lehr Name: Martin A. Lehr Title: Chief Executive Officer

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