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): ~~October~~November 245, 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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

AsOn ~~previously~~November ~~disclosed~~5, 2025, Context Therapeutics Inc. (the “"Company”") ~~entered~~issued ~~into~~ a ~~Sales~~press ~~Agreement~~release ~~(the~~announcing ~~“Sales~~its ~~Agreement”),~~third ~~dated~~quarter ~~December~~2025 2,operating ~~2024,~~and ~~with~~financial ~~Leerink~~results ~~Partners LLC (the “Agent”). Pursuant to the terms of the Sales Agreement, the Company could offer~~ and ~~sell~~providing ~~shares~~updates ofon ~~the~~its ~~Company’s~~ongoing ~~common~~clinical ~~stock, $0~~trials.~~001~~ ~~par~~A ~~value~~copy ~~per~~of ~~share (~~the ~~“Shares”),~~press ~~having~~release anis ~~aggregate~~attached ~~offering~~as ~~amount~~Exhibit ~~of up to $75~~99.02 ~~million from time~~ to ~~time~~this ~~through~~Current ~~the~~Report ~~Agent under a shelf registration statement~~ on Form S8-3K ~~(File No. 333-268266), including the related prospectus, that was filed with the Securities~~ and ~~Exchange~~is ~~Commission~~incorporated ~~(the~~herein ~~“SEC), and declared effective on November 16, 2022, as supplemented~~ by ~~a prospectus supplement dated December 2, 2024 (the “Prior ATM Sales Prospectus”)~~reference. ~~As of October 24, 2025, the Company had offered and sold 14,705,882 Shares under the Prior ATM Sales Prospectus at an aggregate offering price of approximately $15.0 million.~~

OnAlso ~~October~~on 24November 5, 2025, the Company ~~entered~~updated ~~into~~its ~~Amendment~~corporate ~~No.~~presentation ~~1 to Sales Agreement (the “Amendment”, and together with the Sales Agreement, the “Amended Sales Agreement”) to provide~~ for anuse ~~increase~~ in ~~the~~meetings ~~aggregate~~with ~~offering amount under the Amended Sales Agreement~~investors, ~~such~~analysts ~~that as of October 24, 2025, the Company may offer~~ and ~~sell Shares having an aggregate offering price of up to $75~~others.0 ~~million,~~A ~~exclusive~~copy of ~~Shares~~the ~~previously~~corporate ~~sold~~presentation ~~pursuant~~is tofiled ~~the~~as ~~Prior~~Exhibit ~~ATM Sales Prospectus~~99.1 ~~In addition, the Amendment provides for the offer and sale of Shares pursuant~~ to ~~the~~this ~~Company’s~~Current ~~registration~~Report ~~statement~~ on Form S8-3K ~~(File No. 333-283037), including the related prospectus, that was filed with the SEC,~~ and ~~declared~~incorporated ~~effective~~herein ~~on November 14, 2024, as supplemented~~ by ~~a prospectus supplement dated October 24, 2025~~reference. ~~The material terms and conditions of the Sales Agreement otherwise remain unchanged.~~

~~Sales~~The ofinformation ~~the~~in ~~Shares,~~this ifItem ~~any~~7.01, ~~may~~and beExhibits ~~made~~99.1 inand ~~sales~~99.2 ~~deemed~~attached tohereto, are being furnished and shall not be andeemed “~~at-the-market offering~~filed” asfor ~~defined~~the inpurposes ~~Rule~~of ~~415~~Section ~~under~~18 of the Securities Exchange Act of ~~1933~~1934, as amended. ~~The~~(the ~~Agent~~"Exchange ~~will~~Act"), ~~use~~or ~~its~~otherwise ~~commercially reasonable efforts,~~ subject to the ~~terms~~liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the ~~Amended~~Securities ~~Sales~~Act ~~Agreement~~of 1933, toas ~~sell~~amended, or the ~~Shares~~Exchange ~~offered~~Act, regardless of any general incorporation language in such filing.

The Agent will be entitled to a commission from the Company of up to 3.0% of the gross proceeds from the sale of Shares sold under the Amended Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the execution of the Amendment. The Company intends to use any net proceeds from the offering for research and development of the Company's product candidates and working capital and general corporate purposes, which may include the acquisition of additional assets.

The Amended Sales Agreement contains customary representations, warranties, and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions. The Company is not obligated to make any sales of Shares under the Amended Sales Agreement. The Amended Sales Agreement may be terminated by the Agent for cause at any time or by the Company or the Agent for convenience upon 10 days’ prior notice.

The foregoing description of the Amended Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 2, 2024 and incorporated herein by reference, and the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the opinion of Faegre Drinker Biddle & Reath LLP, counsel to the Company, relating to the legality of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On ~~October~~November 245, 2025, the Company ~~notified~~announced the ~~Agent~~following ~~that~~updates iton ~~was~~its ~~suspending~~ongoing ~~the~~clinical ~~use of and terminating the Prior ATM Sales Prospectus, and the Company will not make any further sales of Shares pursuant to the Prior ATM Sales Prospectus.~~trials:

Pipeline Updates

CTIM-76: CLDN6 x CD3 bispecific T cell engagers (“TCEs”) in Phase 1 dose escalation for patients with ovarian, endometrial, or testicular cancer.

•Clinical update: The Company has enrolled 12 patients as of the October 30, 2025 cutoff, and is currently enrolling Cohort 5 with a priming dose of 140 micrograms and a full dose of 560 micrograms. Preliminary signs of anti-tumor activity, including an ongoing RECIST response (Response Evaluation Criteria in Solid Tumors), have been observed beginning at Cohort 3 in the ongoing Phase 1 study. No Cytokine Release Syndrome (“CRS”) greater than Grade 1 has been observed in any cohort. No dose limiting toxicity (“DLT”) has been observed and a maximum tolerated dose (“MTD”) has not been reached.

•Guidance: Based on this safety profile, the Company is continuing dose escalation for CTIM-76 with the goal of further deepening RECIST responses, while maintaining a favorable safety profile. The Company anticipates providing updated interim Phase 1a data and Phase 1b dose selection in the second quarter of 2026.

CT-95: MSLN x CD3 bispecific TCE in Phase 1 dose escalation for patients with pancreatic, non-small cell lung, ovarian, mesothelioma, and colorectal cancer.

•Clinical update: The Company has enrolled 6 patients as of the October 30, 2025 cutoff, and is currently enrolling Cohort 3 with a priming dose of 0.18 µg/kg and a full dose of 0.6 µg/kg. Based on preclinical data, CT-95 is projected to achieve target dose exposure starting at Cohort 4. No CRS greater than Grade 2 has been observed in any cohort. No DLT has been observed and an MTD has not been reached.

•Guidance: Based on this safety profile, the Company is continuing dose escalation for CT-95 toward target dose levels. The Company anticipates providing initial Phase 1a data in the middle of 2026.

CT-202: Nectin-4 x CD3 bispecific TCE in preclinical development for patients with bladder, non-small cell lung, colorectal, breast, and head and neck cancer.

•Guidance: The Company expects to complete necessary regulatory filings to support the initiation of a first-in-human trial in the second quarter of 2026.

Corporate Presentation

Slides 18, 19 and 28 of Exhibit 99.1 to this Current Report on Form 8-K are hereby incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
5.1						Opinion of Faegre Drinker Biddle & Reath LLP
99.1						Context Therapeutics Inc. Corporate Presentation — November 2025
10.1						Amendment No. 1 to Sales Agreement, dated as of October 24, 2025, by and between Context Therapeutics Inc. and Leerink Partners LLC
99.2						Press Release issued by Context Therapeutics Inc., dated November 5, 2025
23.1						Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1 hereto)
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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: October 24, 2025	Context Therapeutics Inc.
Dated: November 5, 2025	Context Therapeutics Inc.
	By:	/s/ Martin A. Lehr
		Name: Martin A. Lehr
		Title: Chief Executive Officer

Filing Compare · Context Therapeutics Inc.