Context Therapeutics Inc. 10-Q

ITEM 5. OTHER INFORMATION On December 1, 2021, the Company entered into a definitive securities purchase agreement (the “Purchase Agreement”) for a private placement of 5,000,000 shares of common stock together with warrants to purchase 5,000,000 shares of common stock that will result in gross proceeds of approximately $31.3 million, before deducting placement offering 35 Table of Contents expenses. Each share of common stock and accompanying warrant are being sold together at a combined offering price of $6.25. The warrants have a term of 5.5 years and an exercise price of $6.25 per share. The private placement is expected to close on December 6, 2021, subject to customary closing conditions. In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will prepare and file with the SEC one or more registration statements to register for resale the shares of common stock and the warrants to purchase shares of common stock. The securities issued pursuant to the Purchase Agreement have not been registered under the Securities Act of 1933, as amended, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Until so registered, the securities may not be offered or sold absent registration or availability of an applicable exemption from registration. In connection with the offering of shares pursuant to the Purchase Agreement, each of the officers and directors of the Company entered into a lockup agreement pursuant to which, each agreed not to transfer any common stock, warrants or securities convertible into common stock or warrants until 60 days after the Effective Date of the registration statement upon which all of the shares and warrants issued under the Purchase Agreement are registered for resale. The forms of warrants issued under the Purchase Agreement, the Purchase Agreement and the Registration Rights Agreement are filed as Exhibits 4.1, 10.3 and 10.4, respectively hereto. The foregoing summary of the terms of such documents are subject to, and qualified in its entirety by, the full text of each such document, which is incorporated herein by reference. No statement in the foregoing or the attached exhibits is an offer to purchase or a solicitation of an offer to sell the Company’s securities, and no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful. ITEM 6. EXHIBITS 36 Table of Contents Exhibit No. Exhibit Description 3.1 Amended & Restated Certificate of Incorporation of Context Therapeutics Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-40654), as filed with the SEC on October 22, 2021). 3.2 Amended and Restated Bylaws of Context Therapeutics Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 001-40654), as filed with the SEC on October 22, 2021). 4.1* Form of Common Stock Purchase Warrant. 10.1^ Amended and Restated Employment Agreement, dated October 22, 2021, between Context Therapeutics Inc. and Martin Lehr (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40654), as filed with the SEC on October 22, 2021). 10.2^ Employment Agreement, dated November 1, 2021, between Context Therapeutics Inc. and Jennifer Minai-Azary (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40654), as filed with the SEC on November 1, 2021). 10.3* Securities Purchase Agreement, dated December 1, 2021, by and between Context Therapeutics Inc. and the purchasers named therein. 10.4* Registration Rights Agreement, dated December 1, 2021, by and between Context Therapeutics Inc. and the investors named therein. 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15a-14(a) under the Exchange Act. 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15a-14(a) under the Exchange Act. 32.1*+ Certification Pursuant to 18 U.S.C. Section 1350 of principal executive officer and principal financial officer. * Filed herewith ^ Indicates management contract or compensatory plan. + This certification is being furnished pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof. 37 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: December 2, 2021 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) 38