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United States securities and exchange commission logo
July 12, 2021
Martin Lehr
Chief Executive Officer
Context Therapeutics LLC
3675 Market Street, Suite 200
Philadelphia, PA 19104
Re: Context
Therapeutics LLC
Registration
Statement on Form S-1
Filed May 27, 2021
File No. 333-256572
Dear Mr. Lehr:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Unit-Based Compensation, page 66
1. Please address the
following regarding your response dated July 1, 2021 to the prior
comment in our letter
dated May 19, 2021:
Revise this section
to address the restricted member units granted during the periods
presented.
Revise to clearly
disclose the vesting periods of the options and restricted member
units granted
during 2021.
Revise this section
to disclose the proceeds per unit of the convertible preferred units
sold in February
and March 2021, as well as the conversion ratio of these preferred
units into common
stock.
Martin Lehr
Context Therapeutics LLC
July 12, 2021
Page 2
Tell us and disclose why the company decreased the exercise price
of the awards
granted on April 30, 2021 to $1.74 compared to the exercise price of
$7.14 for the
awards granted on February 18, 2021.
Revise to more clearly disclose and tell us in greater detail how
you determined that
the estimated far value per common unit used for the February 18,
2021 and April 30,
2021 awards was appropriate in light of the sales price of the
convertible preferred
units in February and March, 2021 and as a bridge to the initial
public offering price.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
July 12, 2021 Page 2
cc: Ben A. Stacke, Esq.
FirstName LastName