Context Therapeutics Files 8-K

TL;DR

CTX is filing an 8-K on 10/24/25 for material agreements and other events.

AI Summary

Context Therapeutics Inc. filed an 8-K on October 24, 2025, reporting on a material definitive agreement and other events. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and headquartered in Philadelphia, PA.

Why It Matters

This 8-K filing indicates significant corporate activity and the disclosure of material agreements, 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 report detailing corporate events and agreements, not indicating immediate financial distress or significant new risks.

Key Players & Entities

• Context Therapeutics Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Philadelphia, PA (location) — Principal executive offices
• October 24, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — mon Stock CNTX The Nasdaq Stock Market $0.001 par value per share Indicate by check
• $75.0 million — g an aggregate offering amount of up to $75.0 million from time to time through the Agent und
• $15.0 million — gregate offering price of approximately $15.0 million. On October 24, 2025, the Company ente
• $75.0 m — ng an aggregate offering price of up to $75.0 million, exclusive of Shares previously s

Filing Documents

• cntx-20251024.htm (8-K) — 31KB
• exhibit51-8xk.htm (EX-5.1) — 14KB
• exhibit101-8xk.htm (EX-10.1) — 26KB
• exhibit51a.jpg (GRAPHIC) — 13KB
• 0001628280-25-046258.txt ( ) — 225KB
• cntx-20251024.xsd (EX-101.SCH) — 2KB
• cntx-20251024_lab.xml (EX-101.LAB) — 24KB
• cntx-20251024_pre.xml (EX-101.PRE) — 14KB
• cntx-20251024_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, Context Therapeutics Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement"), dated December 2, 2024, with Leerink Partners LLC (the "Agent"). Pursuant to the terms of the Sales Agreement, the Company could offer and sell shares of the Company's common stock, $0.001 par value per share (the "Shares"), having an aggregate offering amount of up to $75.0 million from time to time through the Agent under a shelf registration statement on Form S-3 (File No. 333-268266), including the related prospectus, that was filed with the Securities and Exchange Commission (the "SEC), and declared effective on November 16, 2022, as supplemented by a prospectus supplement dated December 2, 2024 (the "Prior ATM Sales Prospectus"). As of October 24, 2025, the Company had offered and sold 14,705,882 Shares under the Prior ATM Sales Prospectus at an aggregate offering price of approximately $15.0 million. On October 24, 2025, the Company entered into Amendment No. 1 to Sales Agreement (the "Amendment", and together with the Sales Agreement, the "Amended Sales Agreement") to provide for an increase in the aggregate offering amount under the Amended Sales Agreement, such that as of October 24, 2025, the Company may offer and sell Shares having an aggregate offering price of up to $75.0 million, exclusive of Shares previously sold pursuant to the Prior ATM Sales Prospectus. In addition, the Amendment provides for the offer and sale of Shares pursuant to the Company's registration statement on Form S-3 (File No. 333-283037), including the related prospectus, that was filed with the SEC, and declared effective on November 14, 2024, as supplemented by a prospectus supplement dated October 24, 2025. The material terms and conditions of the Sales Agreement otherwise remain unchanged. Sales of the Shares, if any, may be made in sales deemed to be an "at-the-market offering" as defined in Rule 415

01 Other Events

Item 8.01 Other Events. On October 24, 2025, the Company notified the Agent that it was suspending the use of and terminating the Prior ATM Sales Prospectus, and the Company will not make any further sales of Shares pursuant to the Prior ATM Sales Prospectus.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. ( d) Exhibits Exhibit No. Description 5.1 Opinion of Faegre Drinker Biddle & Reath LLP 10.1 Amendment No. 1 to Sales Agreement, dated as of October 24, 2025, by and between Context Therapeutics Inc. and Leerink Partners LLC 23.1 Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1 hereto) 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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: October 24, 2025 Context Therapeutics Inc. By: /s/ Martin A. Lehr Name: Martin A. Lehr Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR