[8-K] Context Therapeutics Inc. Reports Material Event

Rhea-AI Filing Summary

Context Therapeutics reported that it has regained compliance with Nasdaq’s Minimum Bid Price Rule. Nasdaq notified the company on October 17, 2025 that the closing bid price of CNTX common stock has been at $1.00 per share or greater for the last 10 consecutive business days, and that the matter is closed.

The company previously received deficiency notices and an extension to regain compliance until February 23, 2026. This update confirms CNTX remains listed on Nasdaq under the rule.

Insights

Equity Markets Analyst

Nasdaq compliance restored; delisting risk eases, fundamentals unchanged.

Context Therapeutics received notice on October 17, 2025 that it is back in compliance with Nasdaq’s Minimum Bid Price Rule after the stock maintained a closing bid of $1.00 or more for 10 consecutive business days.

Earlier notices set a compliance window through February 23, 2026. This resolution removes the immediate listing deficiency, but it doesn’t alter operating performance or cash runway by itself.

Future share-price levels will determine ongoing compliance under the rule; subsequent filings may provide any further listing updates if circumstances change.

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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): October 17, 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 8.01 Other Events.

As previously disclosed by Context Therapeutics Inc. (the “Company”) on that certain Current Report on Form 8-K filed on February 28, 2025 with the U.S. Securities and Exchange Commission (the “SEC”), on February 27, 2025, the Company received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (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 Notification Letter provided the Company an initial 180 calendar day period, or until August 26, 2025, in which to regain compliance, pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

As previously disclosed by the Company on that certain Current Report on Form 8-K filed on September 2, 2025 with the SEC, on August 28, 2025, the Company received further written notice from Nasdaq informing the Company that Nasdaq granted the Company an additional 180 calendar days, or until February 23, 2026, to regain compliance with the Minimum Bid Price Rule.

On October 17, 2025, the Company received a letter from Nasdaq notifying the Company that, for the last 10 consecutive business days, the closing bid price of the Company’s common stock has been at $1.00 per share or greater and that the Company has regained compliance with the Minimum Bid Price Rule. Accordingly, Nasdaq considers the matter closed.

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: October 20, 2025			Context Therapeutics Inc.
			By:			/s/ Martin A. Lehr
						Name: Martin A. Lehr
						Title: Chief Executive Officer

FAQ

What did CNTX announce about its Nasdaq listing?

Nasdaq notified Context Therapeutics on October 17, 2025 that it regained compliance with the Minimum Bid Price Rule and considers the matter closed.

What threshold restored CNTX compliance with Nasdaq?

CNTX’s common stock maintained a closing bid price of $1.00 per share or greater for 10 consecutive business days.

What Nasdaq rule was involved for CNTX (ticker: CNTX)?

Nasdaq Listing Rule 5550(a)(2), the Minimum Bid Price Rule for continued listing on the Nasdaq Capital Market.

What was CNTX’s prior compliance deadline before regaining compliance?

Nasdaq had granted an additional period through February 23, 2026 to regain compliance.

Does this update change CNTX’s trading venue?

Yes, it confirms CNTX remains listed on Nasdaq after regaining compliance with the Minimum Bid Price Rule.