Context Therapeutics Inc 10-K for FY2021

Context Therapeutics Inc. (CNTX)

10-K 2022-03-23 For: 2021-12-31

Added on April 10, 2026

About this 10-K

Context Therapeutics Inc filed this 10-K on March 23, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $10.46M; compared with net income of $6.64M a year earlier
Diluted EPS: -$3.69; compared with -$3.96 a year earlier

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


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


Note Regarding Forward-Looking Statements			ii
Risk Factor Summary			iv
Market, Industry and Other Data			v

Part I
Item 1. Business			1
Item 1A. Risk Factors			36
Item 1B. Unresolved Staff Comments			70
Item 2. Properties			70
Item 3. Legal Proceedings			70
Item 4. Mine Safety Disclosures			70
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			71
Item 6. [Reserved]			71
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			72
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			80
Item 8. Financial Statements and Supplementary Data			81
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures			105
Item 9A. Controls and Procedures			105
Item 9B. Other Information			106
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			106
Part III
Item 10. Directors, Executive Officers and Corporate Governance			107
Item 11. Executive Compensation			107
Item 12. Security Ownership of Certain Beneficial Owner s and Management and Related Stockholder Matters			107
Item 13. Certain Relationships and Related Transactions, and Director Independence			107
Item 14. Principal Accounting Fees and Services			107
Part IV
Item 15. Exhibits, Financial Statement Schedules			108
Item 16. Form 10-K Summary			111
Signatures			112


	Year ended December 31,
	2021		2020		$ Change		% Change
Operating expenses:
Acquired in-process research and development	$	3,087,832	$	—	3,087,832		100	%
Research and development	3,805,067		1,641,501		2,163,566		132	%
General and administrative	3,632,920		930,667		2,702,253		290	%
Loss from operations	(10,525,819)		(2,572,168)		(7,953,651)		309	%
Interest expense	(64,240)		(661,224)		596,984		(90)	%
Change in fair value of convertible promissory notes	9,317		9,877,857		(9,868,540)		(100)	%
Other income	123,872		—		123,872		100	%
Net income (loss)	$	(10,456,870)	$	6,644,465	$	(17,101,335)	(257)	%



	2021		2020
Cash used in operating activities	$	(8,799,487)	$	(1,034,620)
Cash used in investing activities	(250,000)		—
Cash provided by financing activities	58,394,036		1,149,054
Net increase in cash and cash equivalents	$	49,344,549	$	114,434


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


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


EXPLANATORY NOTE

On April 23, 2021, we completed a reverse triangular merger, resulting in Context Therapeutics Inc. becoming the sole holder of 100% of the membership interests in Context Therapeutics LLC. In connection with the merger, all of the common units, preferred units and all options, warrants or other rights to purchase common or preferred units of Context Therapeutics LLC converted into common stock, preferred stock and all options, warrants or other rights to purchase common or preferred stock of Context Therapeutics Inc. (the “reorganization”).


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 596)			82
Consolidated Balance Sheets			83
Consolidated Statements of Operations			84
Consolidated Statements of Changes in Convertible Preferred Stock, Redeemable Common Stock and Stockholders’ E quity (Deficit)			85
Consolidated Statements of Cash Flows			87
Notes to Consolidated Financial Statements			88


	December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	49,635,197	$	290,670
Prepaid expenses and other current assets	1,620,164		8,672
Total current assets	51,255,361		299,342
Restricted cash	50,389		50,367
Deferred offering costs	—		117,631
Total assets	$	51,305,750	$	467,340
Liabilities, Convertible Preferred Stock, Redeemable Common Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Convertible promissory notes	$	—	$	5,829,292
Note payable—current	—		55,014
Accounts payable	1,826,294		2,707,861
Accrued expenses and other current liabilities	1,207,121		955,989
Total current liabilities	3,033,415		9,548,156
Note payable—noncurrent	—		69,040
Total liabilities	3,033,415		9,617,196
Commitments and Contingencies (Note 9)
Convertible preferred stock, redeemable common stock and stockholders’ equity (deficit):
Convertible preferred stock and redeemable common stock (no shares authorized at December 31, 2021):
Series A preferred stock—$0.001 par value; no shares and 210,715 issued and outstanding at December 31, 2021 and 2020, respectively	—		1,400,935
Series Seed preferred stock—$0.001 par value; no shares and 2,624,324 issued and outstanding at December 31, 2021 and 2020, respectively	—		6,341,288
Redeemable common stock—$0.001 par value; no shares and 16,666 issued and outstanding at December 31, 2021 and 2020, respectively	—		29,000
Total convertible preferred stock and redeemable common stock	—		7,771,223
Stockholders’ equity (deficit):
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 and 331,789 shares issued and outstanding at December 31, 2021 and 2020, respectively	15,966		332
Additional paid-in capital	77,510,809		1,876,159
Accumulated deficit	(29,254,440)		(18,797,570)
Total stockholders’ equity (deficit)	48,272,335		(16,921,079)
Total liabilities, convertible preferred stock, redeemable common stock and stockholders’ equity (deficit)	$	51,305,750	$	467,340


	Series A Preferred Stock			Series Seed Preferred Stock			Redeemable Common Stock			Common stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at January 1, 2020	—	—		—	—		16,666	$	126,000	324,145	$	324	$	1,480,955	$	(25,442,035)	$	(23,960,756)
Sale of Series A preferred stock	132,537	$	950,000	—	—		—	—		—	—		—		—		—
Conversion of bridge notes, including accrued interest, to Series A preferred stock	78,178	529,902		—	—		—	—		—	—		—		—		—
Fair value of warrants issued in conjunction with the Series A preferred stock	—	(78,967)		—	—		—	—		—	—		78,967		—		78,967
Sale of Series Seed preferred stock	—	—		8,771	$	50,000	—	—		—	—		—		—		—
Conversion of Junior Convertible Notes to Series Seed preferred stock	—	—		2,615,553	6,291,288		—	—		—	—		—		—		—
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	—	—		—	—		—	—		7,644	8		219,237		—		219,245
Change in fair value of redeemable common stock to redemption value	—	—		—	—		—	(97,000)		—	—		97,000		—		97,000
Net income	—	—		—	—		—	—		—	—		—		6,644,465		6,644,465
Balance at December 31, 2020	210,715	1,400,935		2,624,324	6,341,288		16,666	29,000		331,789	332		1,876,159		(18,797,570)		(16,921,079)
Sale of Series A preferred shares, net of offering costs of $310,021	738,445	4,982,835		—	—		—	—		—	—		—		—		—
Conversion of Senior Convertible Notes, including accrued interest, to Series A preferred stock	844,824	5,728,793		—	—		—	—		—	—		137,497		—		137,497
Fair value of Series A preferred stock issued in conjunction with collaboration and licensing agreement	418,559	2,837,832		—	—		—	—		—	—		—		—		—
Fair value of warrants issued in conjunction with the Series A preferred stock	—	(265,593)		—	—		—	—		—	—		265,593		—		265,593
Fair value of warrants issued as placement agent fees	—	(43,797)		—	—		—	—		—	—		43,797		—		43,797


Fair value of warrants issued for services	—	—		—	—		—	—		—	—		371,895		—		371,895
Change in fair value of redeemable common stock to redemption value	—	—		—	—		—	53,330		—	—		(53,330)		—		(53,330)
Conversion of convertible preferred shares and redeemable common shares upon initial public offering	(2,212,543)	(14,641,005)		(2,624,324)	(6,341,288)		(16,666)	(82,330)		4,853,533	4,853		21,059,770		—		21,064,623
Cashless exercise of warrants upon initial public offering	—	—		—	—		—	—		9,816	10		(10)		—		—
Sale of common stock in initial public offering, net of issuance costs of $4,321,374	—	—		—	—		—	—		5,750,000	5,750		24,422,876		—		24,428,626
Sale of common stock in private placement, net of issuance costs of $2,369,496	—	—		—	—		—	—		5,000,000	5,000		28,875,504		—		28,880,504
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	—	—		—	—		—	—		20,915	21		511,058		—		511,079
Net loss	—	—		—	—		—	—		—	—		—		(10,456,870)		(10,456,870)
Balance at December 31, 2021	—	$	—	—	$	—	—	$	—	15,966,053	$	15,966	$	77,510,809	$	(29,254,440)	$	48,272,335


	Years Ended
	December 31, 2021		December 31, 2020
Basic net (loss) income per common share calculation:
Net (loss) income attributable to common shareholders	$	(10,456,870)	$	6,644,465
Less: undistributed earnings to participating securities	—		(5,573,558)
Net (loss) income attributable to common shareholders - basic	$	(10,456,870)	$	1,070,907
Weighted average common shares outstanding - basic	2,833,674		348,368
Net (loss) income per share - basic	$	(3.69)	$	3.07
Diluted net (loss) income per common share calculation:
Net (loss) income attributable to common shareholders	$	(10,456,870)	$	6,644,465
Less: undistributed earnings to participating securities	—		(5,573,558)
Less: change in fair value of convertible promissory notes and interest expense	—		(9,216,633)
Net (loss) income attributable to common shareholders – diluted	$	(10,456,870)	$	(8,145,726)
Weighted average common shares outstanding - basic	2,833,674		348,368
Convertible securities	—		1,706,507
Weighted average common shares outstanding - diluted	2,833,674		2,054,875
Net (loss) income per share - diluted	$	(3.69)	$	(3.96)


			December 31, 2021
	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 and restricted cash (Money Market Accounts)	$	49,051,061	$	49,051,061	$	—	$	—


	2021		2020
Balance at beginning of year	$	5,829,292	$	21,842,931
Issuance of Convertible Bridge Notes	—		25,000
Fair value adjustments	(9,317)		(9,877,857)
Accrued interest	46,315		660,408
Conversion of Junior Convertible Notes into Series Seed Stock	—		(6,291,288)
Conversion of Senior and Convertible Bridge Notes into Series A Stock	(5,866,290)		(529,902)
Balance at end of year	$	—	$	5,829,292


	December 31,
	2021	2020
Stock options	506,691	24,830
Unvested restricted stock units	—	45
Warrants	5,500,000	160,108
	6,006,691	184,983


	Outstanding	Exercise price		Expiration dates
Issued in connection with IPO	250,000	$	6.25	October 2026
Issued as part of December 2021 private placement	5,250,000	$	6.25	June 2027
	5,500,000


	2021	2020
Expected stock price volatility	97.06%	97.86%
Risk free interest rate	1.07%	0.51%
Expected term (in years)	5.78	5.44
Expected dividend yield	—	—


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2020	10,414	$	20.67	8.2
Granted	14,416	$	15.79
Outstanding at December 31, 2020	24,830	$	17.84	8.4
Granted	481,861	$	5.05
Outstanding at December 31, 2021	506,691	$	5.68	9.3
Vested and exercisable at December 31, 2021	130,059	$	7.30	9.0
Vested and expected to vest at December 31, 2021	506,691	$	5.68	9.3


	Number of RSUs	Weighted Average Grant Date Fair value
Unvested balance at January 1, 2020	—
Granted	177	$ 13.55
Vested	(132)	$ 13.55
Unvested balance at December 31, 2020	45	$ 13.55
Granted	50,096	$	1.74
Vested	(20,915)	$	1.77
Cancelled	(29,226)	$	1.74
Unvested balance at December 31, 2021	—


Exhibit No.						Description of Exhibit

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 & Restated Bylaws of Context Therapeutics Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-40654), as filed with the SEC on October 22, 2021).

4.1						Form of Stock Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).

4.2						Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40654), as filed with the SEC on December 2, 2021).

10.1#						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 Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).

10.2#						Process Development Agreement, dated March 6, 2020, between Context Therapeutics LLC and Tyligand Bioscience (Shanghai) Limited (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).

10.3#						Amendment No. 1 to Process Development Agreement, dated April 21, 2021, between Context Therapeutics LLC and Tyligand Bioscience (Shanghai) Limited (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).

10.4						Amendment No. 2 to Process Development Agreement, dated June 3, 2021, between Context Therapeutics LLC and Tyligand Bioscience (Shanghai) Limited (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-256572), as filed with the SEC on June 16, 2021).

10.5#						License Agreement, dated August 23, 2021, between Context Therapeutics LLC and Tyligand Bioscience (Shanghai) Limited (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A (File No. 333-256572), as filed with the SEC on September 13, 2021).

10.6†						Context Therapeutics LLC 2015 Option Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).


Exhibit No.						Description of Exhibit
10.7†						Context Therapeutics Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).

10.8†						Form of Stock Option Agreement under the Context Therapeutics Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).

10.9†						Form of Stock Grant Agreement under the Context Therapeutics Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).

10.10†						Form of Indemnification Agreement between Context Therapeutics Inc. and its officers and directors (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A (File No. 333-256572), as filed with the SEC on June 16, 2021).

10.11#†						Consulting Agreement, dated May 7, 2021, between OncoStrategy, LLC and Context Therapeutics Inc. (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).

10.12†						Form of Director Services Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).

10.13†						Amended and Restated Employment Agreement, dated October 22, 2021, between Context Therapeutics Inc. and Martin Lehr (incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-40654), as filed with the SEC on October 22, 2021).

10.14†						Employment Agreement, dated November 1, 2021, between Context Therapeutics Inc. and Jennifer Minai-Azary (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 November 1, 2021).

10.15						Securities Purchase Agreement, dated December 1, 2021, by and between Context Therapeutics Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40654), as filed with the SEC on December 2, 2021).

10.16						Registration Rights Agreement, dated December 1, 2021, by and between Context Therapeutics Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40654), as filed with the SEC on December 2, 2021).

10.17*†						Employment Agreement , dated October 22, 2021, between Context Therapeutics Inc. and Alex Levit.

10.18*†						Amendment No. 1 to Consulting Agreement, dated March 21, 2022, between OncoStrategy, LLC and Context Therapeutics Inc.

21.1						Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 (File No. 333-256572), as filed with the SEC on May 27, 2021).

23.1*						Consent of CohnReznick LLP.

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 Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Changes in Convertible Preferred Stock, Redeemable Common Stock and Stockholders’ Deficit; (iv) Consolidated Statements of Cash Flows; and (v) Notes to the Consolidated Financial Statements.

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	CONTEXT THERAPEUTICS INC.
	By:	/s/ Martin Lehr
		Martin Lehr
March 23, 2022		Chief Executive Officer


CONTEXT THERAPEUTICS INC. By: /s/ Martin Lehr Name: Martin Lehr Title: Chief Executive Officer			Alex Levit /s/ Alex Levit


COMPANY: Context Therapeutics Inc. By: /s/ Martin Lehr Name: Martin Lehr Title: Chief Executive Officer			PROVIDER: OncoStrategy, LLC By: /s/ Tarek Sahmoud Name: Tarek Sahmoud Title: Principal & Founder


			/s/ Martin Lehr
Date: March 23, 2022			Martin Lehr
			Chief Executive Officer (Principal Executive Officer)

			/s/ Jennifer Minai-Azary
Date: March 23, 2022			Jennifer Minai-Azary
			Chief Financial Officer (Principal Financial Officer)