Context Therapeutics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CNTX
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2024
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 17, 2024, Context Therapeutics Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved, among other things, an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate") to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000.
A copy of the Certificate of Amendment to the Certificate to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 (the “Charter Amendment”), as filed with the Secretary of State of the State of Delaware on September 17, 2024, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Company’s Certificate, as amended and restated to reflect the Charter Amendment, is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As disclosed above in Item 5.03, the Company held the Special Meeting on September 17, 2024. As of July 22, 2024, the record date for the Special Meeting, there were 74,998,312 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 43,251,969, or 57.67%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of our common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting.
Proposal 1. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock.
The Company’s stockholders approved the proposed amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000. The voting on this proposal is set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000. | 42,389,461 | 790,853 | 71,655 | 0 | ||||||||||||||||||||||
Proposal 2. Approval of One or More Adjournments.
The Company’s stockholders approved one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to approve Proposal 1 at the time of the Special Meeting or in the absence of a quorum.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Approval of one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the Special Meeting or in the absence of a quorum. | 42,447,035 | 796,099 | 8,835 | 0 | ||||||||||||||||||||||
Item 9.01. Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated September 17, 2024
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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 17, 2024 | Context Therapeutics Inc. | ||||
By: /s/ Martin A. Lehr | |||||
| Name: Martin A. Lehr | |||||
| Title: Chief Executive Officer | |||||