cntx-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark one)


			ý			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


			o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________.

Commission file number: 001-40654

CONTEXT THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware			86-3738787
(State of other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

2001 Market Street, Suite 3915, Unit #15

Philadelphia, Pennsylvania 19103

(Address of principal executive offices, including zip code)

(267) 225-7416

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	CNTX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No ý

The number of shares of common stock outstanding at May 7, 2024 was 74,998,312 shares.


			Page
NOTE REGARDING FORWARD-LOOKING STATEMENTS			3

PART I – FINANCIAL INFORMATION			6
Item 1. Financial Statements (unaudited):			6
Condensed Consolidated Balance Sheets			6
Condensed Consolidated Statements of Operations			7
Condensed Consolidated Statements of Changes in Stockholders’ Equity			8
Condensed Consolidated Statements of Cash Flows			9
Notes to the Unaudited Condensed Consolidated Financial Statements			10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			27
Item 4. Controls and Procedures			27

PART II – OTHER INFORMATION			28
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 3. Defaults Upon Senior Securities			28
Item 4. Mine Safety Disclosures			28
Item 5. Other Information			28
Item 6. Exhibits			29
Signatures			30


	March 31, 2024		December 31, 2023
	(Unaudited)		(Note 3)
Assets
Current assets:
Cash and cash equivalents	$	10,089,207	$	14,449,827
Prepaid expenses and other current assets	949,489		1,597,384
Total current assets	11,038,696		16,047,211
Property and equipment, net	12,956		15,524
Total assets	$	11,051,652	$	16,062,735
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,045,364	$	2,383,016
Accrued expenses and other current liabilities	563,058		1,808,699
Total current liabilities	2,608,422		4,191,715
Total liabilities	2,608,422		4,191,715
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding	—		—
Common stock, $0.001 par value; 100,000,000 shares authorized; 15,966,053 shares issued and outstanding at March 31, 2024 and December 31, 2023	15,966		15,966
Additional paid-in capital	80,149,651		79,909,644
Accumulated deficit	(71,722,387)		(68,054,590)
Total stockholders' equity	8,443,230		11,871,020
Total liabilities and stockholders' equity	$	11,051,652	$	16,062,735


	Three months ended March 31,
	2024		2023
Operating expenses:
Research and development	$	1,973,209	$	4,534,676
General and administrative	1,850,292		2,131,872
Loss from operations	(3,823,501)		(6,666,548)
Interest income	152,351		355,542
Other income	3,353		2,688
Net loss	$	(3,667,797)	$	(6,308,318)
Net loss per common share, basic and diluted	$	(0.23)	$	(0.40)
Weighted average shares outstanding, basic and diluted	15,966,053		15,966,053


	Three Months Ended March 31, 2024
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2024	15,966,053	$	15,966	$	79,909,644	$	(68,054,590)	$	11,871,020
Share-based compensation expense	—	—		240,007		—		240,007
Net loss	—	—		—		(3,667,797)		(3,667,797)
Balance at March 31, 2024	15,966,053	$	15,966	$	80,149,651	$	(71,722,387)	$	8,443,230

	Three Months Ended March 31, 2023
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2023	15,966,053	$	15,966	$	78,832,779	$	(44,090,379)	$	34,758,366
Share-based compensation expense	—	—		282,762		—		282,762
Net loss	—	—		—		(6,308,318)		(6,308,318)
Balance at March 31, 2023	15,966,053	$	15,966	$	79,115,541	$	(50,398,697)	$	28,732,810


	March 31,
	2024	2023
Stock options	2,802,932	2,165,646
Warrants	5,860,000	5,860,000
	8,662,932	8,025,646


			March 31, 2024
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets
Cash equivalents (Money Market Accounts)	$	9,446,770	$	9,446,770	$	—	$	—


	March 31, 2024		December 31, 2023
Compensation and benefits	$	233,656	$	652,804
Research and development costs	277,876		1,084,009
Professional fees	37,824		63,393
Other	13,702		8,493
Total	$	563,058	$	1,808,699


	Outstanding	Exercise price		Expiration dates
Issued in connection with 2021 IPO	250,000	$	6.25	October 2026
Issued in connection with 2021 private placement	5,250,000	$	6.25	June 2027
Issued in 2022 for consulting services	360,000	$	10.00	December 2027
	5,860,000


	2024	2023
Expected stock price volatility	94.70%	91.85%
Risk-free interest rate	4.26%	3.88%
Expected term (in years)	6.08	6.08
Expected dividend yield	—	—


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding at January 1, 2024	2,164,031	$	2.20	8.4	$	260,688
Granted	749,567	$	1.07
Forfeited	(110,666)	$	1.26
Outstanding at March 31, 2024	2,802,932	$	1.93	8.6	$	691,754
Vested and exercisable at March 31, 2024	1,110,707	$	3.15	7.6	$	107,152
Vested and expected to vest at March 31, 2024	2,802,932	$	1.93	8.6	$	691,754


	Three Months Ended March 31,
	2024		2023		$ Change		% Change
ONA-XR	$	—	$	2,088,763	$	(2,088,763)	(100)	%
CTIM-76	1,890,091		2,085,275		(195,184)		(9)	%
Personnel-related costs	78,869		345,255		(266,386)		(77)	%
Other research and development	4,249		15,383		(11,134)		(72)	%
	$	1,973,209	$	4,534,676	$	(2,561,467)	(56)	%


						CONTEXT THERAPEUTICS INC.



			By:			/s/ Martin Lehr
						Martin Lehr
						Chief Executive Officer (Principal Executive Officer)



			By:			/s/ Jennifer Minai-Azary
						Jennifer Minai-Azary
						Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


Exhibit No.			Exhibit Description
3.1			Amended & Restated Certificate of Incorporation of Context Therapeutics Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-40654), as filed with the SEC on October 22, 2021).
3.2			Amended and Restated Bylaws of Context Therapeutics Inc. (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10 -K (File No. 001-40654), as filed with the SEC on Ma rch 21, 2024 ).
4.1			For m of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 t o the Company's Current Report on Form 8-K (File No. 001-40654), as filed with t he SEC on May 2 , 2024).
10.1			Securities Purchase Agreement, dated May 1 , 2024, by and between the Company and the Purchasers named therein (incorporated by reference to Exhibit 10 .1 to the Company's Current Report on Form 8-K (File No. 001-40654), as filed with the SEC on May 2, 2024).
10.2			Registration Rights Agreement, dated May 1 , 2024, by and between the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-40654), as filed with the SEC on May 2 , 2024).
10.3#			Amendment No. 2, dated February 29, 2024, to that certain Research Collaboration and License Agreement, dated April 6, 2021, between Context Therapeutics LLC and Integral Molecular, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40654), as filed with the SEC on March 6, 2024).
31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15a-14(a) under the Exchange Act.
31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15a-14(a) under the Exchange Act.
32.1*+			Certification Pursuant to 18 U.S.C. Section 1350 of principal executive officer and principal financial officer.
101*			The following financial statements from Context Therapeutics Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; (v) Notes to the Condensed Consolidated Financial Statements; and (vi) the information under Part II, Item 5, "Other Information."
104*			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 hereto)

SEC Form 10-Q filed by Context Therapeutics Inc.