Context Therapeutics (NASDAQ: CNTX) wins more time on Nasdaq $1 bid rule

Rhea-AI Filing Summary

Context Therapeutics Inc. reported that Nasdaq has granted the company an additional 180 days, until February 23, 2026, to regain compliance with Nasdaq’s minimum bid price requirement of $1.00 per share under Listing Rule 5550(a)(2). This follows an earlier notice received on February 27, 2025, that the company’s stock had traded below the $1.00 minimum closing bid price for 30 consecutive business days.

The new extension does not immediately affect the listing or trading of the company’s common stock on Nasdaq. Context Therapeutics plans to monitor its share price and is evaluating options to regain compliance, including a potential reverse stock split, but it notes there is no assurance it will meet the requirement by the extended deadline.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency persists, with Context Therapeutics relying on an extension to February 23, 2026 and explicitly warning there is no assurance of regaining compliance, highlighting ongoing delisting risk.

Insights

Equity & Listing Standards Analyst

Nasdaq grants CNTX more time to fix sub‑$1 share price, but delisting risk remains.

Context Therapeutics received a Nasdaq extension until February 23, 2026 to regain compliance with the Minimum Bid Price Rule, which requires a minimum closing bid of $1.00 per share. This follows a prior notice on February 27, 2025 that its stock had stayed below that level for 30 consecutive business days.

The extension avoids immediate delisting and keeps the stock trading on Nasdaq, but it does not change the underlying issue of a low share price. The company indicates it will monitor its closing bid price and may use tools such as a reverse stock split to regain compliance. The filing also emphasizes that there is no assurance the company will meet the requirement by the new deadline, so the possibility of future delisting action remains if the share price does not improve sufficiently.

0001842952FALSE00018429522025-08-282025-08-28

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

FAQ

What did Context Therapeutics (CNTX) disclose about its Nasdaq listing status?

Context Therapeutics disclosed that it received an extension letter from Nasdaq granting the company until February 23, 2026 to regain compliance with the minimum $1.00 bid price requirement under Listing Rule 5550(a)(2).

Why is Context Therapeutics (CNTX) out of compliance with Nasdaq rules?

The company was notified on February 27, 2025 that it was not in compliance with Nasdaq’s Minimum Bid Price Rule because its common stock failed to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days.

Does the Nasdaq extension affect trading of CNTX stock right now?

The company states that the Nasdaq extension letter has no immediate effect on the Nasdaq listing or trading of Context Therapeutics’ common stock.

What options is Context Therapeutics considering to regain Nasdaq compliance?

Context Therapeutics says it intends to monitor the closing bid price of its common stock and will evaluate available options to regain compliance, including potentially effecting a reverse stock split.

Is there any guarantee that Context Therapeutics will regain Nasdaq compliance by the deadline?

No. The company explicitly states that there can be no assurance it will regain compliance with the Minimum Bid Price Rule by the February 23, 2026 extension deadline.

What Nasdaq rule is Context Therapeutics currently failing to meet?

Context Therapeutics is not in compliance with Nasdaq Listing Rule 5550(a)(2), also known as the Minimum Bid Price Rule, which requires a minimum closing bid price of $1.00 per share.