cntx-20250630

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 June 30, 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 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 August 4, 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			30
Item 4. Controls and Procedures			30

PART II – OTHER INFORMATION			31
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			32
Item 4. Mine Safety Disclosures			32
Item 5. Other Information			32
Item 6. Exhibits			33
Signatures			34


	June 30, 2025		December 31, 2024
	(Unaudited)		(Note 3)
Assets
Current assets:
Cash and cash equivalents	$	83,517,047	$	94,429,824
Prepaid expenses and other current assets	3,431,188		3,466,160
Total current assets	86,948,235		97,895,984
Property and equipment, net	37,787		11,959
Operating lease right-of-use lease asset	166,079		218,816
Total assets	$	87,152,101	$	98,126,759
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,395,880	$	1,452,188
Accrued expenses and other current liabilities	2,044,580		1,188,929
Operating lease liability - current	114,985		107,316
Total current liabilities	4,555,445		2,748,433
Operating lease liability - non-current	52,334		112,064
Total liabilities	4,607,779		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 June 30, 2025 and December 31, 2024; 89,704,194 shares issued and outstanding at June 30, 2025 and December 31, 2024	89,704		89,704
Additional paid-in capital	190,639,083		189,956,252
Accumulated deficit	(108,184,465)		(94,779,694)
Total stockholders' equity	82,544,322		95,266,262
Total liabilities and stockholders' equity	$	87,152,101	$	98,126,759


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating expenses:
Research and development	$	7,830,544	$	1,384,553	$	11,293,535	$	3,357,762
General and administrative	1,927,818		1,703,996		3,993,970		3,554,288
Loss from operations	(9,758,362)		(3,088,549)		(15,287,505)		(6,912,050)
Interest income	903,772		840,150		1,862,289		992,501
Other income (expense)	27,080		(6,107)		20,445		(2,754)
Net loss	$	(8,827,510)	$	(2,254,506)	$	(13,404,771)	$	(5,922,303)
Net loss per common share, basic and diluted	$	(0.09)	$	(0.04)	$	(0.14)	$	(0.17)
Weighted average shares outstanding, basic and diluted	95,186,935		54,958,635		95,186,935		35,462,344


	Six Months Ended June 30, 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
Share-based compensation expense	—	—		389,114		—		389,114
Net loss	—	—		—		(8,827,510)		(8,827,510)
Balance at June 30, 2025	89,704,194	$	89,704	$	190,639,083	$	(108,184,465)	$	82,544,322

	Six Months Ended June 30, 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
Sale of common stock and prefunded warrants, net of offering costs of $5,234,020	59,032,259	59,032		94,699,715		—		94,758,747
Share-based compensation expense	—	—		157,037		—		157,037
Net loss	—	—		—		(2,254,506)		(2,254,506)
Balance at June 30, 2024	74,998,312	$	74,998	$	175,006,403	$	(73,976,893)	$	101,104,508


	June 30,
	2025	2024
Stock options	5,977,979	2,903,578
Warrants	5,860,000	5,860,000
	11,837,979	8,763,578


			June 30, 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)	$	83,122,230	$	83,122,230	$	—	$	—


	June 30, 2025		December 31, 2024
Compensation and benefits	$	864,800	$	891,917
Research and development costs	1,065,819		229,908
Professional fees	76,284		17,325
Other	37,677		49,779
Total	$	2,044,580	$	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	111.99%	95.18%
Risk-free interest rate	4.30%	4.26%
Expected term (in years)	5.94	6.00
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	3,254,660	$	0.77
Forfeited	(550,296)	$	1.74
Outstanding at June 30, 2025	5,977,979	$	1.34	8.5	$	2,116
Vested and exercisable at June 30, 2025	2,007,089	$	2.29	6.7	$	—
Vested and expected to vest at June 30, 2025	5,977,979	$	1.34	8.5	$	2,116


	Three Months Ended June 30,
	2025		2024		$ Change		% Change
CTIM-76	$	1,445,862	$	1,338,285	$	107,577	8	%
CT-95	1,488,530		—		1,488,530		*
CT-202	3,149,238		—		3,149,238		*
Personnel-related costs	1,676,022		42,488		1,633,534		*
Other research and development	70,892		3,780		67,112		*
	$	7,830,544	$	1,384,553	$	6,445,991	466	%


	Six Months Ended June 30,
	2025		2024		$ Change		% Change
CTIM-76	$	2,506,621	$	3,228,377	$	(721,756)	(22)	%
CT-95	2,253,560		—		2,253,560		*
CT-202	4,132,811		—		4,132,811		*
Personnel-related costs	2,266,059		121,357		2,144,702		*
Other research and development	134,484		8,028		126,456		*
	$	11,293,535	$	3,357,762	$	7,935,773	236	%


						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.