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 28, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 28, 2025, Context Therapeutics Inc. (the “Company”) received written notice (the “Extension Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that Nasdaq granted the Company an additional 180 calendar days, or until February 23, 2026 (the “Extension Deadline”), to regain compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Extension Letter has no immediate effect on the Nasdaq listing or trading of the Company’s common stock.

As previously disclosed, on February 27, 2025, the Company received written notice from Nasdaq stating that the Company was not in compliance with 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 Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the Minimum Bid Price Rule. These options include effecting a reverse stock split, if necessary. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Price Rule by the Extension Deadline.

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.

	By:	/s/ Martin A. Lehr
		Name: Martin A. Lehr
		Title: Chief Executive Officer

Context Therapeutics Inc. 8-K