Context Therapeutics (NASDAQ: CNTX) wins approval to lift share authorization to 300M

Rhea-AI Filing Summary

Context Therapeutics Inc. reported the results of its Annual Meeting of Stockholders held on June 24, 2026. Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase authorized common shares from 200,000,000 to 300,000,000, expanding the company’s capacity to issue stock in the future.

As of the April 27, 2026 record date, 91,879,177 common shares were outstanding, and 72,830,990 shares, or approximately 79.27%, were represented, establishing a quorum. Seven director nominees were elected, and CohnReznick LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders also approved the potential adjournment of the meeting to solicit additional proxies for the charter amendment, although an adjournment ultimately was not needed.

Insights

Equity capital markets analyst

Share authorization increase expands future equity issuance flexibility.

The meeting outcome gives Context Therapeutics authority to issue up to 300,000,000 common shares, up from 200,000,000, while 91,879,177 shares were outstanding as of the record date. This widens the capacity for future financings, equity-based deals, or incentive plans.

All seven directors were re-elected and CohnReznick LLP was ratified as auditor, signaling continuity in governance and financial oversight. Adjournment authority for the meeting was approved but not used, since votes in favor of the charter amendment were sufficient at the initial session.

Future disclosures in company filings will clarify if and how the expanded share authorization is used, including any new equity offerings or compensation-related issuances that draw on this larger capacity.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Authorized common shares (prior): 200,000,000 shares Authorized common shares (new): 300,000,000 shares Shares outstanding: 91,879,177 shares +4 more

7 metrics

Authorized common shares (prior) 200,000,000 shares Authorized common stock before charter amendment

Authorized common shares (new) 300,000,000 shares Authorized common stock after June 24, 2026 amendment approval

Shares outstanding 91,879,177 shares Common stock issued and outstanding as of April 27, 2026 record date

Shares represented at meeting 72,830,990 shares Shares present or by proxy at annual meeting; about 79.27% of eligible shares

Support for charter amendment 71,752,165 votes for Votes for increasing authorized common shares to 300,000,000

Auditor ratification votes 72,762,152 votes for Votes for ratifying CohnReznick LLP as auditor for FY ending Dec 31, 2026

Quorum percentage 79.27% Portion of shares outstanding represented at the 2026 annual meeting

Key Terms

authorized shares, Amended and Restated Certificate of Incorporation, independent registered public accounting firm, broker non-votes, +2 more

6 terms

authorized shares financial

"to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

Amended and Restated Certificate of Incorporation regulatory

"an amendment to the Company's Amended and Restated Certificate of Incorporation"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

independent registered public accounting firm regulatory

"ratified the selection of CohnReznick LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"For | Withhold | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum regulatory

"72,830,990, or approximately 79.27%, were present in person or represented by proxy, which constituted a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Meeting Adjournment regulatory

"Approval of Meeting Adjournment"

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 04:09 PM Accepted by SEC EDGAR 06/26/2026 - 04:07 PM Learn about SEC filing dates

0001842952FALSE12/3100018429522026-06-242026-06-24

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): June 24, 2026

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 24, 2026, Context Therapeutics Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved, among other things, an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate") to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000.

A copy of the Certificate of Amendment to the Certificate to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000, as filed with the Secretary of State of the State of Delaware on June 24, 2026, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As of April 27, 2026, the record date for the Meeting, there were 91,879,177 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Meeting, of which 72,830,990, or approximately 79.27%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of the Company’s common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Meeting.

Proposal 1. Election of Directors

The Company’s stockholders elected the following seven director nominees to the Company’s Board of Directors, each to serve until the Company’s 2027 Annual Meeting of Stockholders or until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

						For						Withhold									Broker Non-Votes
Dr. Philip Kantoff						63,340,793						50,310									9,439,887
Martin Lehr						63,369,775						21,328									9,439,887
Andy Pasternak						63,376,712						14,391									9,439,887
Dr. Karen Smith						63,346,225						44,878									9,439,887
Jennifer Evans Stacey						61,370,391						2,020,712									9,439,887
Dr. Luke Walker						63,376,732						14,371									9,439,887
Linda West						63,339,289						51,814									9,439,887

Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection of CohnReznick LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026. The voting on this proposal is set forth below:

						For						Against						Abstentions						Broker Non-Votes
Ratification of CohnReznick LLP						72,762,152						65,395						3,443						---

Proposal 3. Approval of Proposed Amendment to the Certificate

The Company’s stockholders approved an amendment to the Certificate to increase the number of authorized shares of the Company’s common stock from 200,000,000 to 300,000,000. The voting on this proposal is set forth below:

						For						Against						Abstentions						Broker Non-Votes
Amendment to Certificate						71,752,165						1,050,867						27,958						---

Proposal 4. Approval of Meeting Adjournment

The Company’s stockholders approved one or more adjournments of the Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 3 at the time of the Meeting. The voting on this proposal is set forth below:

						For						Against						Abstentions						Broker Non-Votes
Meeting Adjournment						71,827,930						980,425						22,635						---

Adjournment of the Meeting was not necessary or appropriate because there were sufficient votes in favor of Proposal 3.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 24, 2026
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: June 26, 2026			Context Therapeutics Inc.
			By:			/s/ Martin A. Lehr
						Name: Martin A. Lehr
						Title: Chief Executive Officer

FAQ

What did Context Therapeutics (CNTX) stockholders approve at the 2026 annual meeting?

Stockholders approved increasing authorized common shares to 300,000,000, re-elected seven directors, ratified CohnReznick LLP as auditor, and authorized potential meeting adjournments. These actions maintain board continuity and expand flexibility for future equity issuance and corporate financing activities.

How many Context Therapeutics (CNTX) shares were outstanding and represented at the meeting?

As of April 27, 2026, Context Therapeutics had 91,879,177 common shares issued and outstanding and entitled to vote. Of these, 72,830,990 shares, or approximately 79.27%, were present in person or represented by proxy, which constituted a valid quorum.

By how much did Context Therapeutics (CNTX) increase its authorized common shares?

Stockholders approved an amendment increasing authorized common shares from 200,000,000 to 300,000,000. This 100,000,000-share increase expands the company’s ability to issue additional equity for capital raises, acquisitions, or equity compensation plans described in future corporate actions.

Which directors were elected to the Context Therapeutics (CNTX) board in 2026?

Stockholders elected seven nominees: Dr. Philip Kantoff, Martin Lehr, Andy Pasternak, Dr. Karen Smith, Jennifer Evans Stacey, Dr. Luke Walker, and Linda West. Each director will serve until the 2027 annual meeting or until a successor is elected and qualified or earlier departure.

Who is Context Therapeutics’ (CNTX) independent auditor for the year ending December 31, 2026?

CohnReznick LLP was ratified as Context Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received strong stockholder support, with 72,762,152 votes for, 65,395 against, and 3,443 abstentions recorded at the meeting.

Was meeting adjournment needed to pass the share authorization amendment for Context Therapeutics (CNTX)?

Stockholders approved the possibility of one or more adjournments to solicit additional proxies for the charter amendment. However, an adjournment ultimately was not necessary because there were already sufficient votes in favor of increasing authorized common shares at the scheduled meeting.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 10.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.3 KB