As Filed with the Securities and Exchange Commission on March 21, 2024
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
(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 638,642 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) and March 22, 2023 (File No. 333-270759), to the extent not otherwise amended or superseded by the contents hereof, are incorporated by reference into this Registration Statement.
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, 2023, filed with the Commission on March 21, 2024;
(b) the Registrant’s Current Reports on Form 8-K filed with the Commission on March 6, 2024 and March 21, 2024 (except Item 2.02 and Exhibit 99.1); and
(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 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 | |||||||||||
| 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 21st day of March, 2024.
| 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 21, 2024 | ||||||
| Martin Lehr | (principal executive officer) | |||||||
| /s/ Jennifer Minai-Azary | Chief Financial Officer | March 21, 2024 | ||||||
| Jennifer Minai-Azary | (principal financial and accounting officer) | |||||||
| /s/ Richard Berman | Chairman of the Board and Director | March 21, 2024 | ||||||
| Richard Berman | ||||||||
| /s/ Philip Kantoff | Director | March 21, 2024 | ||||||
| Philip Kantoff | ||||||||
| /s/ Jennifer Evans Stacey | Director | March 21, 2024 | ||||||
| Jennifer Evans Stacey | ||||||||
| /s/ Linda West | Director | March 21, 2024 | ||||||
| Linda West | ||||||||