cntx-20250331

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, 2025


			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 5, 2025 was 89,704,194 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			20
Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
Item 4. Controls and Procedures			29

PART II – OTHER INFORMATION			30
Item 1. Legal Proceedings			30
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			30
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information			31
Item 6. Exhibits			32
Signatures			33


	March 31, 2025		December 31, 2024
	(Unaudited)		(Note 3)
Assets
Current assets:
Cash and cash equivalents	$	89,352,227	$	94,429,824
Prepaid expenses and other current assets	3,378,600		3,466,160
Total current assets	92,730,827		97,895,984
Property and equipment, net	41,852		11,959
Operating lease right-of-use lease asset	192,804		218,816
Total assets	$	92,965,483	$	98,126,759
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	1,001,283	$	1,452,188
Accrued expenses and other current liabilities	787,776		1,188,929
Operating lease liability - current	111,098		107,316
Total current liabilities	1,900,157		2,748,433
Operating lease liability - non-current	82,608		112,064
Total liabilities	1,982,765		2,860,497
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; 200,000,000 shares authorized at March 31, 2025 and December 31, 2024; 89,704,194 shares issued and outstanding at March 31, 2025 and December 31, 2024	89,704		89,704
Additional paid-in capital	190,249,969		189,956,252
Accumulated deficit	(99,356,955)		(94,779,694)
Total stockholders' equity	90,982,718		95,266,262
Total liabilities and stockholders' equity	$	92,965,483	$	98,126,759


	Three months ended March 31,
	2025		2024
Operating expenses:
Research and development	$	3,462,991	$	1,973,209
General and administrative	2,066,152		1,850,292
Loss from operations	(5,529,143)		(3,823,501)
Interest income	958,517		152,351
Other (expense) income	(6,635)		3,353
Net loss	$	(4,577,261)	$	(3,667,797)
Net loss per common share, basic and diluted	$	(0.05)	$	(0.23)
Weighted average shares outstanding, basic and diluted	95,186,935		15,966,053


	Three Months Ended March 31, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2025	89,704,194	$	89,704	$	189,956,252	$	(94,779,694)	$	95,266,262
Share-based compensation expense	—	—		293,717		—		293,717
Net loss	—	—		—		(4,577,261)		(4,577,261)
Balance at March 31, 2025	89,704,194	$	89,704	$	190,249,969	$	(99,356,955)	$	90,982,718

	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


	March 31,
	2025	2024
Stock options	5,458,875	2,802,932
Warrants	5,860,000	5,860,000
	11,318,875	8,662,932


			March 31, 2025
	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)	$	88,897,068	$	88,897,068	$	—	$	—


	March 31, 2025		December 31, 2024
Compensation and benefits	$	237,708	$	891,917
Research and development costs	402,227		229,908
Professional fees	70,504		17,325
Other	77,337		49,779
Total	$	787,776	$	1,188,929


	Outstanding	Exercise price		Expiration dates
Issued in connection with 2021 initial public offering	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
Issued in connection with 2024 private placement	5,482,741	$	0.001	No expiration
	11,342,741


	2025	2024
Expected stock price volatility	111.56%	94.70%
Risk-free interest rate	4.42%	4.26%
Expected term (in years)	6.07	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, 2025	3,273,615	$	1.97	8.2	$	176,045
Granted	2,185,260	$	0.81
Forfeited	—
Outstanding at March 31, 2025	5,458,875	$	1.51	8.4	$	—
Vested and exercisable at March 31, 2025	1,784,959	$	2.43	6.5	$	—
Vested and expected to vest at March 31, 2025	5,458,875	$	1.51	8.4	$	—


	Three Months Ended March 31,
	2025		2024		$ Change		% Change
CTIM-76	$	1,060,759	$	1,890,091	$	(829,332)	(44)	%
CT-95	765,030		—		765,030		*
CT-202	983,573		—		983,573		*
Personnel-related costs	590,037		78,869		511,168		648	%
Other research and development	63,592		4,249		59,343		1397	%
	$	3,462,991	$	1,973,209	$	1,489,782	76	%


						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)

SEC Form 10-Q filed by Context Therapeutics Inc.