UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 2817, 2025

Context Therapeutics Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40654	86-3738787
(State of other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading
Symbol

Name of exchange
on which registered

Common Stock

CNTX

The Nasdaq Stock Market

$0.001 par value per share

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 38.01~~. Notice~~ ofOther ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

OnAs ~~August~~previously ~~28,~~disclosed ~~2025,~~by Context Therapeutics Inc. (the “Company”) ~~received~~on ~~written~~that ~~notice~~certain ~~(the~~Current ~~“Extension~~Report ~~Letter”)~~on ~~from~~Form ~~The~~8-K ~~Nasdaq~~filed ~~Stock~~on ~~Market~~February ~~LLC~~28, 2025 with the U.S. Securities and Exchange Commission (the “~~Nasdaq~~SEC”), ~~informing~~on February 27, 2025, the Company ~~that~~received ~~Nasdaq~~written ~~granted~~notice (the ~~Company~~“Notification anLetter”) ~~additional~~from ~~180~~The ~~calendar~~Nasdaq ~~days,~~Stock orMarket ~~until~~LLC ~~February~~(“Nasdaq”) ~~23,~~stating ~~2026~~that (the ~~“Extension~~Company ~~Deadline”),~~was tonot ~~regain~~in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) because the Company’s common stock failed to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days. The ~~Extension~~Notification Letter ~~has~~provided nothe ~~immediate~~Company ~~effect~~an oninitial ~~the~~180 ~~Nasdaq~~calendar ~~listing~~day period, or ~~trading~~until ofAugust ~~the~~26, ~~Company’s~~2025, ~~common~~in ~~stock~~which to regain compliance, pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

As previously disclosed by the Company on that certain Current Report on Form 8-K filed on September 2, 2025 with the SEC, on ~~February~~August 2728, 2025, the Company received further written notice from Nasdaq ~~stating~~informing ~~that~~ the Company ~~was~~that ~~not~~Nasdaq ingranted ~~compliance with~~ the ~~Minimum Bid Price Rule because the~~ Company’s ~~common~~an ~~stock~~additional ~~failed~~180 tocalendar ~~maintain~~days, aor ~~minimum~~until ~~closing~~February ~~bid~~23, ~~price~~2026, ofto ~~$1.00~~regain ~~per~~compliance ~~share~~with ~~for~~the 30Minimum ~~consecutive~~Bid ~~business~~Price ~~days~~Rule.

~~The~~On ~~Company~~October ~~intends~~17, to2025, ~~actively monitor~~ the ~~closing~~Company ~~bid~~received ~~price~~a ofletter ~~its~~from ~~common~~Nasdaq ~~stock~~notifying ~~and~~the ~~will~~Company ~~evaluate~~that, ~~available~~for ~~options~~the tolast ~~regain~~10 ~~compliance~~consecutive ~~with~~business days, the ~~Minimum~~closing ~~Bid~~bid ~~Price~~price ~~Rule.~~of ~~These~~the ~~options~~Company’s ~~include~~common ~~effecting a reverse~~ stock ~~split,~~has ifbeen ~~necessary~~at $1.00 ~~However,~~per ~~there~~share ~~can~~or begreater noand ~~assurance~~ that the Company ~~will~~has ~~regain~~regained compliance with the Minimum Bid Price Rule. Accordingly, byNasdaq considers the ~~Extension~~matter ~~Deadline~~closed.

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 2, 2025	Context Therapeutics Inc.
Dated: October 20, 2025	Context Therapeutics Inc.
	By:	/s/ Martin A. Lehr
		Name: Martin A. Lehr
		Title: Chief Executive Officer

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