As Filed with the Securities and Exchange Commission on March 20, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
Context Therapeutics Inc.
(Exact name of registrant as specified in its charter)
______________________
| | | | | |
Delaware | 86-3738787 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
| |
2001 Market Street, Suite 3915, Unit #15 | |
Philadelphia, Pennsylvania | 19103 |
(Address of Principal Executive Office) | (Zip Code) |
Context Therapeutics Inc. 2021 Long-Term Performance Incentive Plan
Stock Option Agreement (Inducement Grant)
(Full titles of the plans)
Martin Lehr
Chief Executive Officer
Context Therapeutics Inc.
2001 Market Street, Suite 3915, Unit#15
Philadelphia, Pennsylvania 19103
(267) 225-7416
(Name, address, telephone number, including area code, and zip code, of agent for service)
| | | | | |
| Copies to: |
Walter J. Mostek, Esq. | |
| Griffin D. Foster, Esq. | Alex Levit |
Faegre Drinker Biddle & Reath LLP | Chief Legal Officer |
One Logan Square | 2001 Market Street, Suite 3915, Unit#15 |
Philadelphia, Pennsylvania 19103 | Philadelphia, Pennsylvania 19103 |
Tel.: (215) 988-3330 | Tel.: (267) 225-7416 |
| |
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 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
2021 Long-Term Performance Incentive Plan
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional 3,588,167 shares of common stock, par value $0.001 per share (“Common Stock") of Context Therapeutics Inc. (the "Registrant"), issuable pursuant to the Context Therapeutics Inc. 2021 Long-Term Performance Incentive Plan (the “2021 Plan”). These additional shares of common stock have become reserved for issuance as a result of the operation of the “evergreen” provision in the 2021 Plan, which provides that the total number of shares subject to such plan will be increased on the first day of each fiscal year pursuant to a specified formula or will be increased to such lesser total number of shares as may be determined by the Registrant's Board of Directors with respect to the 2021 Plan. Pursuant to General Instruction E of Form S-8, the contents of the previous Registration Statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on October 20, 2021 (File No. 333-260385), March 23, 2022 (File No. 333-263789), March 22, 2023 (File No. 333-270759), and March 21, 2024 (File No. 333-278127) to the extent not otherwise amended or superseded by the contents hereof, are incorporated by reference into this Registration Statement.
Inducement Awards
This Registration Statement is also being filed for the purpose of registering shares of Common Stock issuable upon the exercise of stock option awards granted to employees of the Registrant to induce each such employee to accept employment with the Registrant (collectively, the “Inducement Awards”). The Inducement Awards were granted as detailed below:
•a stock option award to purchase 202,170 shares of Common Stock granted on August 1, 2024;
•a stock option award to purchase 67,005 shares of Common Stock granted on August 1, 2024;
•a stock option award to purchase 41,878 shares of Common Stock granted on August 12, 2024;
•a stock option award to purchase 6,354 shares of Common Stock granted on August 12, 2024;
•a stock option award to purchase 4,000 shares of Common Stock granted on February 18, 2025; and
•a stock option award to purchase 42,000 shares of Common Stock granted on February 24, 2025
The Inducement Awards were approved by the Registrant’s Board of Directors in compliance with and in reliance on Nasdaq Listing Rule 5635(c)(4) and were granted outside of the 2021 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant filed with the Commission are incorporated by reference in this Registration Statement as of their respective dates:
(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 20, 2025;
(c) the description of the Common Stock contained in our registration statement on Form 8-A (File No. 001-40654) filed with the Commission on July 23, 2021, including any amendment or report filed for the purpose of updating such description.
All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents, except for the documents, or portions thereof, that are “furnished” rather than filed with the Commission.
For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers
As a Delaware corporation, the Company is subject to the provisions of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”).
Section 145(a) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
Section 145(b) of the Delaware General Corporation Law states that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action if the person acted in good faith and in a manner the person reasonably believed was in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the Delaware Court of Chancery or such other court shall deem proper.
Section 145 of the Delaware General Corporation Law further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.
The Company’s amended and restated bylaws authorize the indemnification of its officers and directors, consistent with Section 145 of the Delaware General Corporation Law.
Reference is made to Section 102(b)(7) of the Delaware General Corporation Law, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director or officer for violations of the director’s or officer's fiduciary duty, except (i) for any breach of the director’s or officer's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, which provides for liability of directors for unlawful payments of dividends or unlawful stock purchase or redemptions, (iv) for any transaction from which a director derived an improper personal benefit or (v) for an officer in any action by or in the right of the corporation.
The Company’s amended and restated certificate of incorporation provides that to the fullest extent permitted by the Delaware General Corporation Law, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty.
The Company has entered into indemnification agreements with each of its directors and officers. These indemnification agreements may require the Company, among other things, to indemnify its directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of the Company’s directors or officers, or any of the Company’s subsidiaries or any other company or enterprise to which the person provides services at the Company’s request.
The Company maintains a general liability insurance policy that covers certain liabilities of directors and officers of the Company arising out of claims based on acts or omissions in their capacities as directors or officers.
Item 8. Exhibits.
A list of the exhibits required to be filed as a part of this Registration Statement on Form S-8 is set forth in the Exhibit Index, which follows, and is incorporated herein by reference.
| | | | | | | | | | | |
| EXHIBIT INDEX |
| Exhibit | | Description |
| Number | |
| 4.1 | | |
| 4.2 | | |
| 5.1* | | |
| 10.1 | | |
10.2 | | |
| 23.1* | | |
| 23.2* | | |
| 24.1* | | |
| 107* | | |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Philadelphia, State of Pennsylvania, on the 20th day of March, 2025.
| | | | | |
| Context Therapeutics Inc. |
| |
| By: /s/ Martin A. Lehr |
| Martin A. Lehr |
| Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin Lehr and Jennifer Minai-Azary, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with power to act without any other and with full power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers, to sign any and all amendments (including post-effective amendments) to this registration statement, or any related registration statement that is to be effective upon filing under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | |
| Signature | Title | Date |
/s/ Martin Lehr | Chief Executive Officer and Director | March 20, 2025 |
| Martin Lehr | (principal executive officer) | |
/s/ Jennifer Minai-Azary | Chief Financial Officer | March 20, 2025 |
Jennifer Minai-Azary | (principal financial and accounting officer) | |
/s/ Andy Pasternak | Chairman of the Board and Director | March 20, 2025 |
Andy Pasternak | | |
/s/ Philip Kantoff | Director | March 20, 2025 |
| Philip Kantoff | | |
| | |
/s/ Karen Smith | Director | March 20, 2025 |
Karen Smith | | |
/s/ Jennifer Evans Stacey | Director | March 20, 2025 |
| Jennifer Evans Stacey | | |
| | |
/s/ Luke Walker | Director | March 20, 2025 |
Luke Walker | | |
| | |
/s/ Linda West | Director | March 20, 2025 |
| Linda West | | |
Exhibit 107
Calculation of Filing Fee Table
FORM S-8
(Form Type)
CONTEXT THERAPEUTICS INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock $0.001 par value per share | 457(c) and (h) | 3,588,167(2) | $0.6795(3) | $2,438,160 | $153.10 per $1,000,000 | $374 |
| Equity | Common Stock $0.001 par value per share | 457(c) and (h) | 363,407(4) | $0.6795(3) | $246,936 | $153.10 per $1,000,000 | $38 |
| Total Offering Amounts | | $2,685,096 | | $412 |
| Total Fee Offsets | | | | - |
| Net Fee Due | | | | $412 |
(1)Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.001 per share (“Common Stock”) of Context Therapeutics Inc. (the “Company”) which become issuable by reason of any future stock dividend, stock split, recapitalization or other similar transaction or to cover such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments, effected without the receipt of consideration by the Company, which results in an increase in the number of the outstanding shares of Common Stock.
(2)Represents shares of Common Stock of the Company that were added to the shares reserved under the Context Therapeutics Inc. 2021 Long-Term Performance Incentive Plan (the “2021 Plan”) on January 1, 2025, pursuant to an “evergreen” provision contained in the 2021 Plan.
(3)Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Company’s common stock as reported on the Nasdaq Stock Market on March 14, 2025.
(4)Represents shares of Common Stock of the Company issuable upon the exercise of the 363,407 stock options granted to certain employees of the Company in connection with their hiring, pursuant to a Stock Option Agreement (Inducement Grant), under Rule 5635(c)(4) of the Nasdaq listing rules.
| | | | | |
| Exhibit 5.1 |
|
| Faegre Drinker Biddle & Reath LLP One Logan Square, Suite 200
Philadelphia, Pennsylvania 19103 +1 215 988 3330 main |
March 20, 2025
Context Therapeutics Inc.
2001 Market Street, Suite 3915, Unit #15
Philadelphia, Pennsylvania 19103
Re: Registration Statement on Form S-8
Context Therapeutics Inc. 2021 Long Term Equity Incentive Plan
Stock Option Agreements (Inducement Grant)
Ladies and Gentlemen:
We have acted as counsel to Context Therapeutics Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) by the Company under the Securities Act of 1933, as amended (the “Act”). The Registration Statement registers the offer and sale of up to an additional 3,588,167 shares (the “2021 Plan Shares”) of the Company’s common stock, par value $0.001 per share ("Common Stock"), issuable pursuant to the Context Therapeutics Inc. 2021 Long Term Equity Incentive Plan (the “2021 Plan”), and the issuance of up to 363,407 shares (the "Inducement Shares," and together with the 2021 Plan Shares, the "Shares") of Common Stock, which may be issued upon the exercise of the 363,407 stock options granted to certain employees of the Company in connection with their hiring, pursuant to those certain Stock Option Agreements (Inducement Grant) entered into between the Company and each such employee (each, an “Inducement Agreement” and, collectively, the “Inducement Agreements”), which Inducement Agreements are all in substantially the same form.
For purposes of this opinion letter, we have examined the 2021 Plan, the form of Inducement Agreement, the Registration Statement, the Amended and Restated Certificate of Incorporation of the Company, as currently in effect, the Amended and Restated Bylaws of the Company, as currently in effect, and the resolutions of the Company’s board of directors authorizing the issuance of the Shares. We have also examined a certificate of the Secretary of the Company dated the date hereof (the “Certificate”) and originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have reviewed such matters of law as we have deemed relevant hereto. As to all issues of fact material to this opinion letter, we have relied on certificates, statements or representations of public officials, of officers and representatives of the Company (including the Certificate) and of others, without any independent verification thereof.
In our examination, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures, including electronic signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.
Based upon such examination and review, and subject to the foregoing and the other qualifications, assumptions and limitations set forth herein, it is our opinion that:
1.All necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the 2021 Plan Shares to be issued in accordance with the 2021 Plan and that, when (a) the 2021 Plan Shares have been issued and sold as contemplated in the Registration Statement and related prospectus and in accordance with the 2021 Plan and any applicable award agreement, and (b) where applicable, the consideration for the 2021 Plan Shares specified in the
2021 Plan and any applicable award agreement has been received by the Company, the 2021 Plan Shares will be validly issued, fully paid and nonassessable.
2.All necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Inducement Shares to be issued in accordance with the applicable Inducement Agreement, and that, when (a) the Inducement Shares have been issued and sold upon the due exercise of the applicable stock options by the holder thereof, as contemplated in the Registration Statement and related prospectus and in accordance with the applicable Inducement Agreement, and (b) the consideration for the Inducement Shares specified in the applicable Inducement Agreement has been received by the Company, the Inducement Shares will be validly issued, fully paid and nonassessable.
The foregoing opinions are limited to the General Corporation Law of the State of Delaware.
This opinion speaks only as of the date the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion thereafter. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Faegre Drinker Biddle & Reath LLP
FAEGRE DRINKER BIDDLE & REATH LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 20, 2025, with respect to the consolidated financial statements of Context Therapeutics Inc. and Subsidiaries included in the Annual Report on Form 10-K of Context Therapeutics Inc. for the year ended December 31, 2024.
/s/ CohnReznick LLP
Parsippany, New Jersey
March 20, 2025
Context Therapeutics (NASDAQ:CNTX)
Historical Stock Chart
From Mar 2025 to Apr 2025
Context Therapeutics (NASDAQ:CNTX)
Historical Stock Chart
From Apr 2024 to Apr 2025
