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United States securities and exchange commission logo
May 19, 2021
Martin Lehr
Chief Executive Officer
Context Therapeutics LLC
3675 Market Street, Suite 200
Philadelphia, PA 19104
Re: Context
Therapeutics LLC
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted April 30,
2021
CIK No. 0001842952
Dear Mr. Lehr:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1. We note your revisions
in response to prior comment 2. Please revise the pipeline table
on page 2 to remove the
two Phase 0 trials. We will not object to a narrative discussion of
such trials below the
table.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies, page 66
2. Once you have an
estimated offering price or range, please explain to us how you
determined the fair
value of the common stock underlying your equity issuances and the
Martin Lehr
Context Therapeutics LLC
May 19, 2021
Page 2
reasons for any differences between the recent valuations of your common
stock leading
up to the initial public offering and the estimated offering price. This
information will help
facilitate our review of your accounting for equity issuances including
stock compensation
and beneficial conversion features. Further, please revise your table on
page 67 to address
the options granted after March 31, 2021. Please discuss with the staff
how to submit
your response.
Our Collaboration and License Agreements, page 95
3. We note your disclosure that Integral will be eligible to receive
development, regulatory
and sales milestone payments. Please revise to disclose the aggregate
future potential
milestone payments you may be required to pay Integral. Also, please
revise your
disclosure so that the royalties on net sales are within a ten percent
range. In this regard,
we note that your disclosure currently states that the royalties will
range from the high-
single-digit to the low-double-digit percent, which could
represent a range greater
than ten percent. Please also revise to provide similar disclosure
concerning the potential
milestone and royalty payments under the Tyligand agreement.
Choice of Forum, page 126
4. We note that your revised risk factor disclosure, as well as your
disclosure on page 126,
does not indicate whether the forum provision applies to Exchange Act
claims. In
addition, the risk factor disclosure on page 15 appears to indicate that
the provision is
limited to state law actions while the disclosure on page 126 indicates
that the provision
applies to Securities Act claims. Please advise and revise to provide
greater certainty
regarding the scope of the provision and the risks to shareholders
stemming from the
provision.
You may contact Gary Newberry at (202) 551-3761 or Kevin Vaughn at
(202) 551- 3494
if you have questions regarding comments on the financial statements and
related matters. Please
contact Ada Sarmento at (202) 551-3798 or Joe McCann at (202) 551-6262 with any
other
questions.
Sincerely,
FirstName LastNameMartin Lehr
Division of
Corporation Finance
Comapany NameContext Therapeutics LLC
Office of Life
Sciences
May 19, 2021 Page 2
cc: Ben A. Stacke
FirstName LastName