Context Therapeutics (CNTX) secures fully paid-up, non-terminable CT-202 license
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Context Therapeutics Inc. has amended its license agreement with BioAtla for CT-202, its Nectin-4 x CD3 T cell engaging bispecific antibody. The company will pay BioAtla $4.5 million within five business days of May 14, 2026 and another $2.0 million by August 1, 2026. In return, Context’s exclusive licenses to the CT-202 and related antibodies become irrevocable, royalty-free, fully paid-up and non-terminable, and BioAtla loses termination rights. BioAtla will no longer receive milestone payments or royalties on these antibodies, giving Context full economic upside as it plans to start a Phase 1 CT-202 trial in the third quarter of 2026.
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Insights
Context pays near-term cash to secure full CT-202 economics.
Context Therapeutics is exchanging fixed payments of $4.5 million and $2.0 million for a permanent, royalty-free, fully paid-up license to CT-202 and related antibodies. This shifts BioAtla’s upside from long-term milestones and royalties into these defined payments.
The amendment removes BioAtla’s termination rights and eliminates future milestone and royalty obligations on the licensed antibodies. This simplifies CT-202’s economic structure and leaves Context with all future revenue potential from this program if development and approvals succeed.
The company highlights CT-202 as an important pipeline asset and expects a Phase 1 clinical trial to begin in the third quarter of 2026. Actual financial impact will depend on CT-202’s clinical results, regulatory progress, and eventual commercial performance if it reaches the market.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Upfront payment to BioAtla: $4.5 million
Second payment to BioAtla: $2.0 million
License status: Irrevocable, royalty-free, fully paid-up, non-terminable
+1 more
4 metrics
Upfront payment to BioAtla
$4.5 million
Due within five business days of May 14, 2026
Second payment to BioAtla
$2.0 million
Due by August 1, 2026
License status
Irrevocable, royalty-free, fully paid-up, non-terminable
Applies to licensed antibodies including CT-202 after amendment
CT-202 Phase 1 timing
Third quarter of 2026
Expected initiation of Phase 1 clinical trial for CT-202
Key Terms
Material Definitive Agreement, royalty-free, fully paid-up, T cell engaging (“TCE”) bispecific antibodies, +1 more
5 terms
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
royalty-free financial
"exclusive licenses ... are irrevocable, royalty-free, fully paid-up and non-terminable."
fully paid-up financial
"exclusive licenses ... are irrevocable, royalty-free, fully paid-up and non-terminable."
T cell engaging (“TCE”) bispecific antibodies medical
"a clinical-stage biopharmaceutical company advancing T cell engaging (“TCE”) bispecific antibodies for solid tumors"
Phase 1 clinical trial medical
"Phase 1 initiation for CT-202 trial expected in third quarter of 2026"
A phase 1 clinical trial is the first stage of testing a new drug or treatment in people, typically involving a small group to assess safety, how the body handles the treatment, and appropriate dosing. For investors, phase 1 results are an early risk check — like a test drive that can reveal fatal flaws or promising signals — and they often cause big changes in a drug’s perceived value and the company’s prospects.
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): May 14, 2026
(Exact name of registrant as specified in its charter)
| (State of other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices including zip code)
(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:
Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
$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 1.01 Entry into a Material Definitive Agreement.
On May 14, 2026 (the “Amendment Date”), Context Therapeutics Inc. (the “Company”) entered into a First Amendment (the “Amendment”) to that certain License Agreement, dated September 23, 2024, by and between the Company and BioAtla, Inc. (“BioAtla”) (the “Original License Agreement”). As previously disclosed, pursuant to the Original License Agreement the Company obtained exclusive rights to certain antibody assets, including a Nectin cell adhesion protein 4 x CD3 T cell engaging bispecific antibody currently being developed by the Company as CT-202. Pursuant to the Amendment, among other things, the Company agreed to pay BioAtla $4.5 million within five business days of the Amendment Date and an additional $2.0 million by August 1, 2026. The Amendment also modified the Company’s rights under the Original License Agreement such that the exclusive licenses granted with respect to the licensed antibodies, including CT-202, are irrevocable, royalty-free, fully paid-up and non-terminable. The Amendment also eliminated (i) the Company’s research and development and certain reporting obligations regarding the licensed antibodies and (ii) BioAtla’s rights to terminate the License Agreement. As a result of the Amendment, BioAtla is not entitled to receive future milestone payments or royalties under the Original License Agreement with respect to the licensed antibodies.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Original License Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 23, 2024 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 18, 2026, the Company issued a press release announcing the Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, and Exhibit 99.1 attached hereto, are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Item 9.01. Exhibits.
(d) Exhibits
Exhibit No. Description
10.1# First Amendment to License Agreement, dated May 14, 2026, by and between the Company and BioAtla, Inc.
99.1 Press Release issued by Context Therapeutics Inc., dated May 18, 2026
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
# Certain schedules to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon request.
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: May 18, 2026 | Context Therapeutics Inc. | |||||||
| By: | /s/ Martin A. Lehr | |||||||
| Name: Martin A. Lehr | ||||||||
| Title: Chief Executive Officer | ||||||||
Exhibit 99.1
Context Therapeutics Enters into License Agreement Amendment with BioAtla for CT-202
Context announces buyout of CT-202 future milestones and royalties in exchange for a fully paid-up, non-terminable license
Phase 1 initiation for CT-202 trial expected in third quarter of 2026
PHILADELPHIA, PA— May 18, 2026 —Context Therapeutics Inc. (“Context” or the “Company”) (Nasdaq: CNTX), a clinical-stage biopharmaceutical company advancing T cell engaging (“TCE”) bispecific antibodies for solid tumors, today announced the amendment of the Company’s exclusive license agreement, dated September 23, 2024, with BioAtla, Inc. (Nasdaq: BCAB). The amendment removes all future milestone and royalty obligations owed by the Company for CT-202, the Company’s Nectin-4 x CD3 T cell engager, in exchange for a $4.5 million upfront payment, and a second and final $2.0 million payment due by August 1, 2026.
“We are pleased to announce this amendment which provides us with full economic rights to CT-202 going forward,” said Martin Lehr, Chief Executive Officer of Context. “This transaction underscores our excitement for CT-202, an increasingly important program within Context’s pipeline, and provides a significant opportunity to capture potential long-term value as we advance CT-202 through development.”
About CT-202
CT-202 is a Nectin-4 x CD3 TCE bispecific antibody that targets Nectin-4, a cell surface protein that is highly and frequently overexpressed in a variety of solid tumors, including bladder, colorectal, lung and breast. Nectin-4 is a clinically validated target for cancer therapy using a traditional antibody-drug conjugate, but it is also associated with certain adverse events, including neuropathy and rash. CT-202 is a pH-dependent TCE that is designed to be preferentially active within the tumor microenvironment. More information about the CT-202 clinical trial (NCT07545122) can be found on https://clinicaltrials.gov/.
CT-202 is a Nectin-4 x CD3 TCE bispecific antibody that targets Nectin-4, a cell surface protein that is highly and frequently overexpressed in a variety of solid tumors, including bladder, colorectal, lung and breast. Nectin-4 is a clinically validated target for cancer therapy using a traditional antibody-drug conjugate, but it is also associated with certain adverse events, including neuropathy and rash. CT-202 is a pH-dependent TCE that is designed to be preferentially active within the tumor microenvironment. More information about the CT-202 clinical trial (NCT07545122) can be found on https://clinicaltrials.gov/.
About Context Therapeutics®
Context Therapeutics Inc. (Nasdaq: CNTX) is a clinical-stage biopharmaceutical company advancing T cell engaging (“TCE”) bispecific antibodies for solid tumors. Context’s goal is to build an innovative portfolio of TCE bispecific therapeutics, including CTIM-76, a Claudin 6 x CD3 TCE, CT-95, a Mesothelin x CD3 TCE, and CT-202, a Nectin-4 x CD3 TCE. Context is headquartered in Philadelphia. For more information, please visit www.contexttherapeutics.com or follow the Company on X (formerly Twitter) and LinkedIn.
Exhibit 99.1
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company’s strategy, future operations, prospects, and plans and objectives of management, are forward-looking statements. These statements may be identified by words such as “may,” “will,” “expect,” “believe,” “could,” “estimate,” “potential,” “anticipate,” “look forward,” “plan,” “intend,” and similar expressions.
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company’s strategy, future operations, prospects, and plans and objectives of management, are forward-looking statements. These statements may be identified by words such as “may,” “will,” “expect,” “believe,” “could,” “estimate,” “potential,” “anticipate,” “look forward,” “plan,” “intend,” and similar expressions.
Forward-looking statements in this press release include, without limitation, statements regarding (i) the Company’s opportunity to capture long-term value as it advances CT-202 through development, (ii) the Company’s expectation that its Phase 1 clinical trial for CT-202 will be initiated in the third quarter of 2026, and (iii) other non-historical statements.
These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied, and the Company cannot assure that its plans, intentions, expectations, or strategies will be achieved. These risks and uncertainties include, without limitation: (i) uncertainties regarding the Company’s expectations, projections, and estimates of future costs and expenses, capital requirements, the availability of additional financing and the Company’s capital requirements; (ii) the timing, progress, and results of the Company’s discovery, preclinical and clinical development activities; (iii) clinical trial site activation and enrollment; (iv) unexpected safety or efficacy data observed during preclinical studies or clinical trials; (v) the risk that results from nonclinical or clinical studies may not be predictive of future results, and that interim data are subject to further analysis; (vi) uncertainties related to the regulatory approval process; (vii) the Company’s reliance on third parties; (viii) macroeconomic conditions; and (ix) whether the Company has sufficient funding to meet future operating expenses and capital expenditure requirements. Additional factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements in this press release are described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and in the Company’s other filings with the SEC, including future reports.
Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, which speak only as of the date of this press release, whether as a result of new information, future events or otherwise.
Investor Relations Contact:
Jennifer Minai-Azary
Jennifer Minai-Azary
Chief Financial Officer
Context Therapeutics
IR@contexttherapeutics.com
IR@contexttherapeutics.com
FAQ
What did Context Therapeutics (CNTX) change in its BioAtla license for CT-202?
Context amended its BioAtla license so CT-202 and related antibodies are now licensed on an irrevocable, royalty-free, fully paid-up, non-terminable basis. BioAtla loses termination rights and will no longer receive milestone payments or royalties on these licensed antibodies.
How much is Context Therapeutics (CNTX) paying BioAtla under the CT-202 amendment?
Context will pay BioAtla a $4.5 million amount within five business days of May 14, 2026 and a second $2.0 million payment by August 1, 2026. These payments replace future milestone and royalty obligations for the licensed antibodies.
How does the CT-202 amendment affect future royalties for Context Therapeutics (CNTX)?
The amendment removes all future milestone and royalty obligations owed by Context to BioAtla for CT-202 and other licensed antibodies. If CT-202 generates revenue in the future, Context would retain the full economic benefit instead of sharing it via royalties or milestones.
When does Context Therapeutics (CNTX) expect to start the CT-202 Phase 1 trial?
Context expects to initiate its Phase 1 clinical trial for CT-202 in the third quarter of 2026. CT-202 is a Nectin-4 x CD3 T cell engaging bispecific antibody being developed for solid tumors, including bladder, colorectal, lung and breast cancers.
What type of agreement did Context Therapeutics (CNTX) report in this 8-K?
Context reported entry into a Material Definitive Agreement by signing a First Amendment to its existing license agreement with BioAtla. This amendment restructures economic terms for CT-202, making the license fully paid-up, non-terminable and eliminating BioAtla’s milestone and royalty rights.
Why is CT-202 important in Context Therapeutics’ (CNTX) pipeline?
CT-202 is described as an increasingly important program in Context’s pipeline. It is a Nectin-4 x CD3 T cell engager designed to be active in the tumor microenvironment, targeting Nectin-4, which is highly expressed in several solid tumors such as bladder and breast cancer.