Context Therapeutics Inc. received an updated beneficial ownership report showing that investment firm Great Point Partners, LLC, together with Dr. Jeffrey R. Jay and Ms. Lillian Nordahl, reports beneficial ownership of 4,683,711 shares of common stock, representing 5.10% of the company’s outstanding shares.
The stake is held through Biomedical Value Fund, L.P. and Biomedical Offshore Value Fund, Ltd., for which Great Point acts as investment manager. The reporting persons state the securities were not acquired to change or influence control of Context Therapeutics and jointly file this Schedule 13G/A.
Positive
None.
Negative
None.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Context Therapeutics Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
21077P108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
21077P108
1
Names of Reporting Persons
Great Point Partners, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,683,711.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,683,711.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,683,711.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.10 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
21077P108
1
Names of Reporting Persons
Dr. Jeffrey R. Jay, M.D.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,683,711.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,683,711.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,683,711.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.10 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
21077P108
1
Names of Reporting Persons
Ms. Lillian Nordahl
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,683,711.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,683,711.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,683,711.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.10 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Context Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
2001 Market Street, Suite 3915, Suite #15, Philadelphia, Pennsylvania 19103
Item 2.
(a)
Name of person filing:
Great Point Partners, LLC
Dr. Jeffrey R. Jay, M.D.
Ms. Lillian Nordahl
The Reporting Persons have entered into a Joint Filing Agreement, dated February 17, 2026, a copy of which is filed with this SCHEDULE 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is
165 Mason Street, 3rd Floor
Greenwich, CT 06830
(c)
Citizenship:
Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Ms. Lillian Nordahl is a citizen of the United States.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
21077P108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
4,683,711
(b)
Percent of class:
5.10%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
4,683,711
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
4,683,711
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover pages for the Reporting Persons and is incorporated herein by reference.
The percentage set forth in Row (11) of the cover pages for the Reporting Persons are based on a total of 91,879,177 shares outstanding, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 5, 2025.
Biomedical Value Fund, L.P. ("BVF") is the record holder of 3,231,761 shares of Common Stock (the "BVF Shares"). Great Point Partners, LLC ("Great Point") is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. ("Dr. Jay"), as Senior Managing Member of Great Point, and Ms. Lillian Nordahl ("Ms. Nordahl"), as Managing Director of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares.
Biomedical Offshore Value Fund, Ltd. ("BOVF") is the record holder of 1,451,950 shares of Common Stock (the "BOVF Shares"). Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jeffrey R. Jay, M.D. ("Dr. Jay"), as Senior Managing Member of Great Point, and Ms. Lillian Nordahl ("Ms. Nordahl"), as Managing Director of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.
Notwithstanding the above, Great Point, Dr. Jay and Ms. Nordahl disclaim beneficial ownership of the BVF Shares and the BOVF Shares, except to the extent of their respective pecuniary interests.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Great Point Partners, LLC
Signature:
/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:
Dr. Jeffrey R. Jay, M.D - Senior Managing Member
Date:
02/17/2026
Dr. Jeffrey R. Jay, M.D.
Signature:
/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:
Dr. Jeffrey R. Jay, M.D
Date:
02/17/2026
Ms. Lillian Nordahl
Signature:
/s/ Ms. Lillian Nordahl
Name/Title:
Ms. Lillian Nordahl
Date:
02/17/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the SCHEDULE 13G/A to which this Exhibit is attached, and such SCHEDULE 13G/A is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such SCHEDULE 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Dated: February 17, 2026
Great Point Partners, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
Dr. Jeffrey R. Jay, M.D., as Senior Managing Member
Dr. Jeffrey R. Jay, M.D.
By: /s/ Dr. Jeffrey R. Jay, M.D.
Dr. Jeffrey R. Jay, M.D.
Ms. Lillian Nordahl
By: /s/ Ms. Lillian Nordahl
Ms. Lillian Nordahl
What ownership stake in CNTX does Great Point Partners report?
Great Point Partners and related reporting persons report beneficial ownership of 4,683,711 Context Therapeutics shares, equal to 5.10% of the common stock. This percentage is based on 91,879,177 shares outstanding as reported in Context Therapeutics’ Form 10-Q filed November 5, 2025.
Who are the reporting persons in this Context Therapeutics (CNTX) Schedule 13G/A?
The filing lists Great Point Partners, LLC, Dr. Jeffrey R. Jay, M.D., and Ms. Lillian Nordahl as reporting persons. They have entered into a Joint Filing Agreement to report their shared voting and dispositive power over the Context Therapeutics common stock position.
Which entities actually hold the Context Therapeutics (CNTX) shares?
The shares are registered to Biomedical Value Fund, L.P. holding 3,231,761 shares and Biomedical Offshore Value Fund, Ltd. holding 1,451,950 shares. Great Point Partners is investment manager to both funds and may be deemed a beneficial owner of these positions.
Do the reporting persons seek control of Context Therapeutics (CNTX)?
The reporting persons certify the securities were not acquired and are not held for the purpose of changing or influencing control of Context Therapeutics. They also state the holdings are not part of any transaction having that control-related purpose, aside from limited nomination activities referenced by rule.
How is voting and dispositive power over CNTX shares allocated in this filing?
The filing shows 0 shares with sole voting or dispositive power and 4,683,711 shares with shared voting and dispositive power for each reporting person. Great Point, Dr. Jay, and Ms. Nordahl may be deemed beneficial owners through their roles overseeing the investment funds.
Do Great Point and its principals fully acknowledge beneficial ownership of CNTX shares?
Great Point, Dr. Jay, and Ms. Nordahl state they may be deemed beneficial owners through their roles, but they disclaim beneficial ownership of the Biomedical Value Fund and Biomedical Offshore Value Fund shares, except to the extent of their respective pecuniary interests in those investment vehicles.
