0001842952-22-000041 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	May 06, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-40654
Entity Registrant Name	CONTEXT THERAPEUTICS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3738787
Entity Address, Address Line One	2001 Market Street,
Entity Address, Address Line Two	Suite 3915, Unit #15
Entity Address, City or Town	Philadelphia,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	267
Local Phone Number	225-7416
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CNTX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,966,053
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001842952
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 45,728,235	$ 49,635,197
Prepaid expenses and other current assets	1,129,111	1,620,164
Total current assets	46,857,346	51,255,361
Operating lease right-of-use asset	116,467	0
Property and equipment, net	34,999	0
Other assets	24,000	0
Restricted cash	0	50,389
Total assets	47,032,812	51,305,750
Current liabilities:
Accounts payable	454,834	1,826,294
Accrued expenses and other current liabilities	1,059,915	1,207,121
Operating lease liability - current	91,908	0
Total current liabilities	1,606,657	3,033,415
Operating lease liability	31,669	0
Total liabilities	1,638,326	3,033,415
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding	0	0
#REF!	15,966	15,966
Additional paid-in capital	78,071,297	77,510,809
Accumulated deficit	(32,692,777)	(29,254,440)
Total stockholders' equity	45,394,486	48,272,335
Total liabilities and stockholders' equity	$ 47,032,812	$ 51,305,750
Common stock, shares issued (in shares)	15,966,053	15,966,053
Common stock, shares outstanding (in shares)	15,966,053	15,966,053

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	15,966,053	15,966,053
Common stock, shares outstanding (in shares)	15,966,053	15,966,053

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses:
Research and development	$ 1,351,495	$ 438,739
General and administrative	2,091,467	401,579
Loss from operations	(3,442,962)	(840,318)
Interest income (expense), net	5,864	(62,985)
Change in fair value of convertible promissory notes	0	9,317
Other (expense) income	(1,239)	1,937
Net income (loss)	$ (3,438,337)	$ (892,049)
Net income (loss) per share - basic (in dollars per share)	$ (0.22)	$ (2.55)
Net income (loss) per share - diluted (in dollars per share)	$ (0.22)	$ (2.55)
Weighted average common shares outstanding - basic (in shares)	15,966,053	349,235
Weighted average common shares outstanding - diluted (in shares)	15,966,053	349,235

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Total	Warrants issued in conjunction with series A preferred stock	Issued for services	Series A Preferred Stock	Series Seed Preferred Stock	Redeemable Common Stock	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Warrants issued in conjunction with series A preferred stock	Additional Paid-in Capital Issued for services	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020				210,715	2,624,324	16,666
Beginning balance at Dec. 31, 2020				$ 1,400,935	$ 6,341,288	$ 29,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Temporary equity new shares issued (in shares)				453,094
Temporary equity new shares issued				$ 3,034,526
Conversion of debt to equity (in shares)				844,824
Conversion of debt to equity				$ 5,728,793
Fair value of warrants issued in conjunction with the Series A preferred stock				(158,658)
Fair value of warrants issued for services				$ (13,388)
Ending balance (in shares) at Mar. 31, 2021				1,508,633	2,624,324	16,666
Ending balance at Mar. 31, 2021				$ 9,992,208	$ 6,341,288	$ 29,000
Beginning balance (in shares) at Dec. 31, 2020							331,789
Beginning balance at Dec. 31, 2020	$ (16,921,079)						$ 332	$ 1,876,159			$ (18,797,570)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Senior Convertible Notes, including accrued interest, to Series A preferred stock	137,497							137,497
Fair value of warrants issued for services		$ 158,658							$ 158,658
Fair value of warrants issued as placement agent fees	13,388							13,388
Share-based compensation expense, including vesting of restricted stock and issuance of common stock (in shares)							4,218
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	25,513						$ 4	25,509
Net loss	(892,049)										(892,049)
Ending balance (in shares) at Mar. 31, 2021							336,007
Ending balance at Mar. 31, 2021	(17,478,072)						$ 336	2,211,211			(19,689,619)
Beginning balance (in shares) at Dec. 31, 2021							15,966,053
Beginning balance at Dec. 31, 2021	48,272,335						$ 15,966	77,510,809			(29,254,440)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of warrants issued for services			$ 345,530							$ 345,530
Share-based compensation expense	214,958							214,958
Net loss	(3,438,337)										(3,438,337)
Ending balance (in shares) at Mar. 31, 2022							15,966,053
Ending balance at Mar. 31, 2022	$ 45,394,486						$ 15,966	$ 78,071,297			$ (32,692,777)

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 213,073

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (3,438,337)	$ (892,049)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	214,958	25,513
Non-cash interest expense	0	62,985
Change in fair value of convertible promissory notes	0	(9,317)
Reduction in the carrying amount of operating lease right-of-use asset	14,021	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	491,053	(1,746)
Other assets	(24,000)	0
Accounts payable	(1,269,389)	(1,299,101)
Operating lease liability	(6,911)	0
Accrued expenses and other current liabilities	198,324	398,464
Cash used in operating activities	(3,820,281)	(1,715,251)
Cash flows from investing activities:
Purchase of property and equipment	(34,999)	0
Cash used in investing activities	(34,999)	0
Cash flows from financing activities:
Payments for offering costs related to the private placement sale of common stock	(102,071)	0
Proceeds from the sale of Series A preferred stock, net	0	3,034,526
Cash (used in) provided by financing activities	(102,071)	3,034,526
Net increase (decrease) in cash, cash equivalents and restricted cash	(3,957,351)	1,319,275
Cash, cash equivalents and restricted cash at beginning of period	49,685,586	341,037
Cash, cash equivalents and restricted cash at end of period	45,728,235	1,660,312
Supplemental disclosure of non-cash activities:
Conversion of convertible promissory notes	0	5,866,290
Deferred offering costs in accounts payable	0	463,092
Right-of-use asset obtained in exchange for lease obligation	130,488	0
Warrants issued in conjunction with series A preferred stock
Supplemental disclosure of non-cash activities:
Issuance of warrants in conjunction with Series A preferred stock	0	172,046
Issuance of warrants for services provided	0	172,046
Issued for services
Supplemental disclosure of non-cash activities:
Issuance of warrants in conjunction with Series A preferred stock	345,530	0
Issuance of warrants for services provided	$ 345,530	$ 0

Organization and Description of Business	3 Months Ended
Organization and Description of Business	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of BusinessContext Therapeutics Inc. (the “Company”) is a clinical-stage biopharmaceutical company dedicated to improving the lives of women living with cancer. The Company was organized in April 2015 under the laws of the State of Delaware. The Company’s operations are located in Philadelphia, Pennsylvania. In April 2021, the Company completed a reverse triangular merger, which resulted in Context Therapeutics Inc. becoming the sole holder of 100% of the membership interests in Context Therapeutics LLC. In connection with the merger, all common units, preferred units, options, warrants or other rights to purchase common or preferred units of Context Therapeutics LLC converted into common stock, preferred stock, options, warrants or other rights to purchase common or preferred stock of Context Therapeutics Inc. As this was a transaction between entities under common control, the carryover basis of accounting was used to record the assets, liabilities and equity of Context Therapeutics LLC. Further, as a common control transaction the condensed consolidated financial statements of the Company reflect the merger transaction as if it had occurred as of the earliest period presented herein.

Risks and Liquidity	3 Months Ended
Risks and Liquidity	Mar. 31, 2022
Risks And Liquidity [Abstract]
Risks and Liquidity	Risks and Liquidity The Company has incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $32.7 million as of March 31, 2022. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant revenues from its product candidates currently in development. The Company believes its cash and cash equivalents of $45.7 million as of March 31, 2022 are sufficient to fund its projected operations for at least the next 12 months from the issuance date of these condensed consolidated financial statements. However, substantial additional financing will be needed by the Company to fund its operations and to commercially develop its current and future product candidates. There is no assurance that such financing will be available when needed or on acceptable terms. In the first half of 2021, the Company raised $5.0 million in net proceeds related to the sale of its Series A convertible preferred stock (“Series A Stock”) and warrants for common stock. In October 2021, the Company closed an initial public offering (“IPO”), in which it issued and sold 5,750,000 shares at a public offering price of $5.00 per share. In addition, at the closing of the IPO, the Company issued warrants to purchase up to 250,000 shares of common stock to designees of the placement agent. The placement agent's warrants have an exercise price of $6.25 per share and a term of five years from the date of issuance. Immediately prior to the completion of the IPO, all of the Company’s preferred stock and redeemable common stock converted into an aggregate of 4,853,533 shares of common stock and 480,415 warrants converted into 9,816 shares of common stock. The Company received net proceeds of approximately $24.4 million as a result of the offering. In December 2021, the Company sold 5,000,000 shares of its common stock together with warrants to purchase 5,000,000 shares of common stock in a private placement and received net proceeds of approximately $28.9 million. Each share of common stock and accompanying warrant were sold together at a combined offering price of $6.25. The warrants have a term of 5.5 years and an exercise price of $6.25 per share. In addition, at the closing of the private placement, the Company issued warrants to purchase up to 250,000 shares of common stock to designees of the placement agent. The placement agent’s warrants have an exercise price of $6.25 per share and a term of 5.5 years from the date of issuance. The Company plans to seek additional capital in the future through equity and/or debt financings, partnerships, collaborations, or other sources to carry out the Company’s planned development activities. If additional capital is not available when required, the Company may need to delay or curtail its operations until such funding is received. Various internal and external factors will affect whether and when the Company’s product candidates become approved for marketing and successful commercialization. The regulatory approval and market acceptance of the Company’s product candidates, length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the approval process will materially affect the Company’s financial condition and future operations. The Company faces risks associated with companies whose products are in development. These risks include the need for additional financing to complete its research and development, achieving its research and development objectives, defending its intellectual property rights, recruiting and retaining skilled personnel, and dependence on key members of management, among others. In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The spread of COVID-19 has caused worldwide economic downturn and significant volatility in the financial markets. There is significant uncertainty as to the likely effects of this disease which may, among other things, materially impact the Company’s planned clinical trials. This pandemic or outbreak could result in difficulty securing clinical trial site locations, contract research organizations, and/or trial monitors and other critical vendors and consultants supporting the trials. In addition, outbreaks or the perception of an outbreak near a clinical trial site location could impact the Company’s ability to enroll patients. These situations, or others associated with COVID-19, could cause delays in the Company’s clinical trial plans and could increase expected costs, all of which could have a material adverse effect on the Company’s business and its financial condition. At the current time, the Company is unable to quantify the potential effects of this pandemic on its future consolidated financial statements.

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals and estimates that impact the financial statements) considered necessary to present fairly the Company’s financial position as of March 31, 2022, and its results of operations for the three months ended March 31, 2022 and 2021 and cash flows for the three months ended March 31, 2022 and 2021. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The unaudited condensed consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2021. The consolidated financial information as of December 31, 2021 included herein has been derived from the annual audited consolidated financial statements.

The unaudited condensed consolidated financial statements include the accounts of the Company, Context Therapeutics LLC, Context Biopharma, Inc. and Context Ireland Ltd., the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Estimates and assumptions are periodically reviewed, and the effects of the revisions are reflected in the accompanying unaudited condensed consolidated financial statements in the period they are determined to be necessary. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, the fair value of common stock, share-based compensation arrangements, the fair value of convertible debt and in recording the prepayments, accruals and associated expense for research and development activities performed for the Company by third parties.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured

limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Fair Value of Financial Instruments

The carrying amount of the Company’s financial instruments, which include cash and cash equivalents, restricted cash, and accounts payable, approximate their fair values given their short-term nature.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments that have original maturities of three months or less when acquired to be cash equivalents. Cash equivalents consist of amounts invested in money market accounts.

The Company maintained approximately $50,000 as collateral for the Company’s credit card program at December 31, 2021, which is reported as restricted cash on its condensed consolidated balance sheets. There were no amounts restricted as of March 31, 2022 as the collateral was released to the Company.

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, the costs are recorded as a reduction of additional paid-in capital generated as a result of such offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations.

Property and Equipment

Property and equipment consists of office equipment, furniture, and leasehold improvements and is recorded at cost. Property and equipment is depreciated on a straight-line basis over their estimated useful lives. Leasehold improvements are amortized over the shorter of their economic lives or the remaining lease term. As the property and equipment was not placed into service as of March 31, 2022, depreciation has not been recorded for the reporting period.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs include external costs of outside vendors engaged to conduct clinical studies and other research and development activities, salaries, share-based compensation, and other operational costs related to the Company’s research and development activities.

The Company makes estimates of prepaid/accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly.

Nonrefundable advance payments for goods and services, including fees for clinical trial expenses, process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as expense in the period that the related goods are consumed or services are performed.

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Share-Based Compensation

The Company measures and recognizes share-based compensation expense for both employee and nonemployee awards based on the grant date fair value of the awards. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company recognizes forfeitures as they occur.

The Company classifies share-based compensation expense in its unaudited condensed consolidated statements of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified.

The Company estimates the fair value of employee and non-employee stock awards as of the date of grant using the Black-Scholes option pricing model. The Company lacks Company-specific historical and implied volatility information. Therefore, management estimates the expected share price volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded share price. The expected term of the Company’s stock awards has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” stock awards. The risk-free interest rate is determined by reference to the yield curve of a zero-coupon U.S. Treasury bond on the date of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.

In addition, the Company measures and recognizes share-based compensation expense for advisors, officers and director restricted share-based awards based on the grant date fair value of the awards.

Net Loss Per Share

Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible promissory notes, preferred stock, warrants and share-based awards, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:


	Three Months Ended
	March 31, 2022	March 31, 2021

Series Seed convertible preferred stock	—	2,624,324
Series A convertible preferred stock	—	1,508,633
Stock options	1,180,222	27,330
Unvested restricted stock awards	—	45,922
Warrants	5,860,000	288,476
	7,040,222	4,494,685

Amounts in the above table reflect common stock equivalents.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those

leases classified as operating leases under previous GAAP. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) the lease classification or (c) the determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted this standard on January 1, 2022 and the adoption did not have a material impact on its condensed consolidated financial statements due to the fact that the Company did not have any material long-term leasing arrangements as of the date of adoption.

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company utilizes a valuation hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques related to its financial assets and financial liabilities. The three levels of inputs used to measure fair value are described as follows:

Level 1 – Observable inputs such as quoted prices in active markets.

Level 2 – Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 – Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

In accordance with the fair value hierarchy described above, the following table sets forth the Company’s assets and liabilities measured at fair value on a recurring basis:


			March 31, 2022
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets
Cash equivalents (Money Market Accounts)	$	45,512,012	$	45,512,012	$	—	$	—


			December 31, 2021
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets
Cash equivalents (Money Market Accounts)	$	49,051,061	$	49,051,061	$	—	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	March 31, 2022		December 31, 2021
Compensation and benefits	$	215,654	$	436,990
Clinical trial costs	360,568		339,072
Manufacturing development costs	434,792		—
Professional fees	15,912		345,530
Other	32,989		85,529
Total	$	1,059,915	$	1,207,121

Convertible Promissory Notes and Other Debt	3 Months Ended
Convertible Promissory Notes and Other Debt	Mar. 31, 2022
Debt Disclosure [Abstract]
Convertible Promissory Notes and Other Debt	Convertible Promissory Notes and Other Debt Senior Convertible Notes The Company previously issued certain convertible promissory notes (the "Junior Convertible Notes") to various investors which were converted into Senior Convertible Notes (the "Senior Convertible Notes" (collectively, the "Convertible Promissory Notes"). All of the outstanding principal and accrued but unpaid interest associated with the Senior Convertible Notes converted into 844,824 shares of Series A Stock in February 2021, of which 430,467 shares were issued to the the Company's Chief Executive Officer and an immediate family member (the "Related Party"). Due to certain embedded features within the Senior Convertible Notes, the Company elected to account for these notes and all their embedded features under the fair value option. At the time of conversion, the estimated fair value of the Senior Convertible Notes was $5.7 million and was reclassified to Series A convertible preferred equity. The Company recorded a non-cash credit of $9,000 in the condensed consolidated statement of operations for the three months ended March 31, 2021 related to the decrease in fair value of the Senior Convertible Notes. For the three months ended March 31, 2021, the Company recognized $46,000 of interest expense in connection with the Senior Convertible Notes, including $23,000 payable to the Related Party, respectively. Paycheck Protection Program In May 2020, the Company entered into an original loan agreement with Pacific Western Bank as the lender (“Lender”) for a loan in an aggregate principal amount of $0.1 million (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and implemented by the U.S. Small Business Administration. In June 2020, the Paycheck Protection Program Flexibility Act was enacted, which among other things, extended the deferral period for loan payments to either (1) the date that Small Business Administration remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, ten months after the end of the borrower’s loan forgiveness covered period. The Loan was set to mature in two years and bore interest at a rate of 1.0% per year, with all payments deferred through September 5, 2021. At March 31, 2021, the outstanding principal balance of the Loan was approximately $124,000. The entire PPP Loan was forgiven in July 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Convertible Preferred Stock, Redeemable Common Stock and Common Stock

3 Months Ended

Mar. 31, 2022

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock, Redeemable Common Stock and Common Stock

Series A convertible preferred stock and Series Seed convertible preferred stock

In February and March 2021, the Company sold 453,094 shares of Series A Stock for $7.168 per share for net proceeds of $3.0 million. The Company also issued 113,276 warrants to purchase common stock at an exercise price of $7.168 to the Series A stockholders as part of the Series A Stock financing. Additionally, the Company issued 24,134 warrants to purchase common stock at an exercise price of $7.168 to placement agents as a part of the Series A Stock financing.

In February 2021, the Company converted $6.1 million of principal and interest related to Senior Convertible Notes into 844,824 shares of Series A Stock at a price of $7.168 per share. In addition, warrants with a fair value of $0.1 million associated with the Senior Convertible Notes were reclassified into additional paid-in capital.

In October 2021, the Company completed its IPO in which the Company sold 5,750,000 shares at a public offering price of $5.00 per share. Immediately prior to the completion of the IPO, all of the Company’s preferred stock and redeemable common stock converted into an aggregate of 4,853,533 shares of common stock and all of the outstanding warrants converted into 9,816 shares of common stock. The Company received net proceeds of $24.4 million as a result of the offering. The Company issued 250,000 warrants to a placement agent as part of the offering with an exercise price of $6.25 per shares and a term of 5.0 years.

In December 2021, the Company sold 5,000,000 shares of common stock together with warrants to purchase 5,000,000 shares of common stock and received net proceeds of $28.9 million in a private placement. Each share of common stock and accompanying warrant were sold together at a combined offering price of $6.25. The warrants have a term of 5.5 years and an exercise price of $6.25 per share. The Company also issued 250,000 warrants to a placement agent as part of the offering with an exercise price of $6.25 per share and a term of 5.5 years.

Warrants for Common Stock

In March 2022, the Company issued 360,000 warrants to purchase common stock with an exercise price of $10.00 per share and a term of 5.76 years as compensation for professional consulting services performed in 2021. The estimated fair value of the warrants of $0.3 million was recorded in general and administrative expense during the year ended December 31, 2021 and was also reflected as a liability on the condensed consolidated balance sheet as of December 31, 2021. The liability was reclassified into additional paid-in capital in March 2022 upon the issuance of the warrants.

At March 31, 2022, the Company had the following warrants outstanding to acquire common stock:


	Outstanding	Exercise price		Expiration dates
Issued in connection with 2021 IPO	250,000	$	6.25	October 2026
Issued in connection with 2021 private placement	5,250,000	$	6.25	June 2027
Issued in 2022 for consulting services	360,000	$	10.00	December 2027
	5,860,000

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Share-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Share-based Compensation

In April 2021, the Company adopted the 2021 Long-Term Incentive Plan (“2021 Incentive Plan”). Under the 2021 Incentive Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units and stock grants. The 2021 Incentive Plan allows for the issuance of up to 1,266,092 shares of common stock (the “Share Limit”). The Share Limit will automatically increase on January 1st of each year, during the term of the 2021 Incentive Plan, commencing on January 1 of the year following the year in which the effective date occurs, in an amount equal to four percent (4%) of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year; provided that the Board may determine that there will be no such increase or a smaller increase for any particular year. As of March 31, 2022, 707,817 shares remained available for future grants.

Share-based awards generally vest over a period of one to four years, and share-based awards that lapse or are forfeited are available to be granted again. The contractual life of all share-based awards is ten years. The expiration dates of the outstanding share-based awards range from January 2028 to February 2032.

The Company measures share-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the service period of the awards. Share-based compensation is allocated to employees and consultants based on their respective departments. All board of directors’ compensation is charged to general and administrative expense.

The Company recorded share-based compensation expense related to the issuance of options of $33,000 and $0.2 million in research and development and general and administrative expense, respectively, during the three months ended March 31, 2022 and $24,000 and $2,000 in research and development and general and administrative expense, respectively, during the three months ended March 31, 2021.

The weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of share-based awards granted to employees during the three months ended March 31, 2022 and 2021, respectively, were as follows:


	2022	2021
Expected stock price volatility	86.86%	98.26%
Risk-free interest rate	1.91%	0.65%
Expected term (in years)	6.03	5.48
Expected dividend yield	—	—

The following table summarizes the share-based award activity for the periods presented:


	Number of Options	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2022	506,691	$	5.68	9.3
Granted	673,531	$	1.82
Outstanding at March 31, 2022	1,180,222	$	3.48	9.5
Vested and exercisable at March 31, 2022	177,922	$	6.68	8.9
Vested and expected to vest at March 31, 2022	1,180,222	$	3.48	9.5

The weighted average fair value of share-based awards granted during the three months ended March 31, 2022 and 2021 was $1.33 and $0.95, respectively. As of March 31, 2022, the unrecognized compensation cost related to outstanding share-based awards was $2.1 million and is expected to be recognized as expense over a weighted-average period of approximately 1.89 years.

Restricted Stock Units

The Company issues restricted stock units (“RSU”) to employees and consultants that generally vest monthly over one to three-year periods. The fair value of an RSU is equal to the fair market value price of the Company’s common stock on the date of grant. RSU expense is amortized straight-line over the service period.

The Company recorded share-based compensation expense of $4,000 in research and development expense for the three months ended March 31, 2021 related to RSUs. There were no RSUs outstanding as of March 31, 2022 or December 31, 2021.

Commitment and Contingencies	3 Months Ended
Commitment and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Operating Lease In January 2022, the Company entered into a noncancellable operating sublease for corporate office space in Philadelphia, Pennsylvania. The sublease for this space commenced on February 1, 2022 and is set to expire on July 30, 2023. As of March 31, 2022, the operating lease right-of-use asset and the operating lease liabilities were $0.1 million and $0.1 million, respectively. The weighted average discount rate used to account for the Company’s operating leases under Topic 842 is the Company’s estimated incremental borrowing rate of 5.0%. The remaining term of the Company’s noncancellable operating lease is 1.33 years. Rent expense related to the Company’s operating lease was approximately $15,000 for the three months ended March 31, 2022. The Company recognizes rent expense on a straight-lined basis over the lease period and accrues for rent expense incurred but not yet paid. Future minimum lease payments under the sublease is $0.1 million. Employee Benefit Plans In the first quarter of 2022, the Company established a defined contribution 401(k) plan in which employees may contribute up to 100% of their salary and bonus, subject to statutory maximum contribution amounts. The Company contributes a safe harbor minimum contribution equivalent to 3% of employees’ compensation. The Company generally assumes all administrative costs of the plan. For the three months ended March 31, 2022, the Company provided contributions of approximately $25,000. Collaboration Agreement with Tyligand Bioscience In March 2020, the Company entered into a license (the “Tyligand License Agreement”) and process development agreement (the “Tyligand Process Development Agreement”) (collectively, the “Tyligand Agreements”) with Tyligand Bioscience (Shanghai) Limited (“Tyligand”) for the development, manufacturing, registration and future commercialization of onapristone extended release (“ONA-XR”). Under the terms of the Tyligand Agreements, Tyligand will be solely responsible for the design and optimization of an improved manufacturing process for ONA-XR. Upon completion of specific performance-based milestones, Tyligand will be granted the exclusive right to ONA-XR and will be solely responsible for the development and commercialization of ONA-XR in China, Hong Kong and Macau (the “Territory”). The Company will retain rest of world rights to commercialize ONA-XR. Under the Tyligand Process Development Agreement, the Company paid Tyligand $0.8 million and issued 111,576 warrants to purchase shares of common stock at an exercise price of $7.17 per share upon successful completion of the manufacturing development plan in 2021. The warrants were cancelled in connection with the Company’s IPO. In addition, $2.0 million will be payable upon the completion of scale-up of the first cumulative 100 kilograms of the GMP-grade compound and $3.0 million upon the Company’s completion of scale-up of the first cumulative 300 kilograms of the GMP-grade compound. In consideration of and upon Tyligand’s successful completion of the development plan, within 30 days at the end of each calendar quarter, the Company shall pay Tyligand 1% of net sales of finished product utilizing the compound substantially manufactured in accordance with the process and specifications outlined in the Tyligand Process Development Agreement. Per the Tyligand License Agreement, Tyligand shall pay the Company a non-refundable, non-creditable royalty at a rate in the mid-single digits of the net sales of each product in the Territory in each calendar quarter commencing with the first commercial sale of such product in the field in the Territory and ending upon the latest of (i) the sale of a generic product in the territory and (ii) 15 years after the date of the first commercial sale of product in the territory. Collaboration and Licensing Agreement with Integral Molecular In April 2021, the Company entered into a collaboration and licensing agreement with Integral Molecular, Inc. (“Integral”) for the development of an anti-claudin 6 (“CLDN6”) bispecific monoclonal antibody (“BsMAb”) for gynecologic cancer therapy. Under the terms of the agreement, Integral and the Company will develop CLDN6 bispecific antibodies that trigger the activation of T cells and eliminate cancer cells displaying CLND6. The Company will conduct preclinical and all clinical development, as well as regulatory and commercial activities through exclusive worldwide rights to develop and commercialize the novel CLDN6 candidates. The Company paid an upfront license fee of $0.3 million and granted 418,559 shares of Series A Stock with a fair market value of approximately $2.8 million, and these costs were expensed to acquired in-process research and development during the year ended December 31, 2021. As a part of the agreement, Integral will be eligible to receive development and regulatory milestone payments totaling up to $55.3 million, sales milestone payments totaling up to $130.0 million, and tiered royalties of up to 12% of net sales of certain products developed under this agreement.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals and estimates that impact the financial statements) considered necessary to present fairly the Company’s financial position as of March 31, 2022, and its results of operations for the three months ended March 31, 2022 and 2021 and cash flows for the three months ended March 31, 2022 and 2021. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The unaudited condensed consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2021. The consolidated financial information as of December 31, 2021 included herein has been derived from the annual audited consolidated financial statements.
Principles of Consolidation	The unaudited condensed consolidated financial statements include the accounts of the Company, Context Therapeutics LLC, Context Biopharma, Inc. and Context Ireland Ltd., the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of the revisions are reflected in the accompanying unaudited condensed consolidated financial statements in the period they are determined to be necessary. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, the fair value of common stock, share-based compensation arrangements, the fair value of convertible debt and in recording the prepayments, accruals and associated expense for research and development activities performed for the Company by third parties.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amount of the Company’s financial instruments, which include cash and cash equivalents, restricted cash, and accounts payable, approximate their fair values given their short-term nature.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted CashThe Company considers all highly liquid investments that have original maturities of three months or less when acquired to be cash equivalents. Cash equivalents consist of amounts invested in money market accounts.
Deferred Offering Costs	Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, the costs are recorded as a reduction of additional paid-in capital generated as a result of such offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations.
Property and Equipment	Property and EquipmentProperty and equipment consists of office equipment, furniture, and leasehold improvements and is recorded at cost. Property and equipment is depreciated on a straight-line basis over their estimated useful lives. Leasehold improvements are amortized over the shorter of their economic lives or the remaining lease term.
Research and Development Costs	Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include external costs of outside vendors engaged to conduct clinical studies and other research and development activities, salaries, share-based compensation, and other operational costs related to the Company’s research and development activities. The Company makes estimates of prepaid/accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Nonrefundable advance payments for goods and services, including fees for clinical trial expenses, process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as expense in the period that the related goods are consumed or services are performed.
Patent Costs	Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.
Share-based Compensation	Share-Based Compensation The Company measures and recognizes share-based compensation expense for both employee and nonemployee awards based on the grant date fair value of the awards. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company recognizes forfeitures as they occur. The Company classifies share-based compensation expense in its unaudited condensed consolidated statements of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The Company estimates the fair value of employee and non-employee stock awards as of the date of grant using the Black-Scholes option pricing model. The Company lacks Company-specific historical and implied volatility information. Therefore, management estimates the expected share price volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded share price. The expected term of the Company’s stock awards has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” stock awards. The risk-free interest rate is determined by reference to the yield curve of a zero-coupon U.S. Treasury bond on the date of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. In addition, the Company measures and recognizes share-based compensation expense for advisors, officers and director restricted share-based awards based on the grant date fair value of the awards.
Net Loss Per Share	Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible promissory notes, preferred stock, warrants and share-based awards, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) the lease classification or (c) the determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted this standard on January 1, 2022 and the adoption did not have a material impact on its condensed consolidated financial statements due to the fact that the Company did not have any material long-term leasing arrangements as of the date of adoption.

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:


	Three Months Ended
	March 31, 2022	March 31, 2021

Series Seed convertible preferred stock	—	2,624,324
Series A convertible preferred stock	—	1,508,633
Stock options	1,180,222	27,330
Unvested restricted stock awards	—	45,922
Warrants	5,860,000	288,476
	7,040,222	4,494,685

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on a recurring basis

In accordance with the fair value hierarchy described above, the following table sets forth the Company’s assets and liabilities measured at fair value on a recurring basis:


			March 31, 2022
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets
Cash equivalents (Money Market Accounts)	$	45,512,012	$	45,512,012	$	—	$	—


			December 31, 2021
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets
Cash equivalents (Money Market Accounts)	$	49,051,061	$	49,051,061	$	—	$	—

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consisted of the following:


	March 31, 2022		December 31, 2021
Compensation and benefits	$	215,654	$	436,990
Clinical trial costs	360,568		339,072
Manufacturing development costs	434,792		—
Professional fees	15,912		345,530
Other	32,989		85,529
Total	$	1,059,915	$	1,207,121

Convertible Preferred Stock, Redeemable Common Stock and Common Stock (Tables)

3 Months Ended

Mar. 31, 2022

Temporary Equity Disclosure [Abstract]

Schedule of Warrants Outstanding

At March 31, 2022, the Company had the following warrants outstanding to acquire common stock:


	Outstanding	Exercise price		Expiration dates
Issued in connection with 2021 IPO	250,000	$	6.25	October 2026
Issued in connection with 2021 private placement	5,250,000	$	6.25	June 2027
Issued in 2022 for consulting services	360,000	$	10.00	December 2027
	5,860,000

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Assumptions Used to Determine Fair Value of Share-Based Awards


	2022	2021
Expected stock price volatility	86.86%	98.26%
Risk-free interest rate	1.91%	0.65%
Expected term (in years)	6.03	5.48
Expected dividend yield	—	—

Schedule of Share-Based Award Activity

The following table summarizes the share-based award activity for the periods presented:


	Number of Options	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2022	506,691	$	5.68	9.3
Granted	673,531	$	1.82
Outstanding at March 31, 2022	1,180,222	$	3.48	9.5
Vested and exercisable at March 31, 2022	177,922	$	6.68	8.9
Vested and expected to vest at March 31, 2022	1,180,222	$	3.48	9.5

Organization and Description of Business (Details)	Apr. 30, 2021
Context Therapeutics LLC
Noncontrolling Interest [Line Items]
Ownership percentage by parent	100.00%

Risks and Liquidity - Narrative (Details) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
Risks and Liquidity - Narrative (Details) - USD ($)	Dec. 31, 2021	Oct. 31, 2021	Apr. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Mar. 31, 2022
Unusual Risk or Uncertainty [Line Items]
Accumulated deficit	$ (29,254,440)					$ (32,692,777)
Cash and cash equivalents	$ 49,635,197					$ 45,728,235
Conversion of preferred stock into common stock (in shares)		4,853,533
Warrants prior to conversion (in shares)		480,415				5,860,000
Shares issued upon conversion of warrants (in shares)		9,816
Proceeds from initial public offering		$ 24,400,000
Series A Preferred Stock
Unusual Risk or Uncertainty [Line Items]
Temporary equity new shares issued			$ 3,000,000	$ 3,034,526	$ 5,000,000
Placement Agent Warrants
Unusual Risk or Uncertainty [Line Items]
Number of securities called by warrants (in shares)		250,000
Warrants, term from date of issuance		5 years
Warrant exercise price (in dollars per share)		$ 6.25
December 2021 Private Placement Warrants
Unusual Risk or Uncertainty [Line Items]
Number of securities called by warrants (in shares)	5,000,000
Warrants, term from date of issuance	5 years 6 months
Warrant exercise price (in dollars per share)	$ 6.25
Issued in connection with 2021 private placement
Unusual Risk or Uncertainty [Line Items]
Number of securities called by warrants (in shares)	250,000
Warrants, term from date of issuance	5 years 6 months
Warrants prior to conversion (in shares)						5,250,000
Warrant exercise price (in dollars per share)	$ 6.25					$ 6.25
IPO
Unusual Risk or Uncertainty [Line Items]
Number of shares issued in transaction		5,750,000
Sale of stock, price per share (in dollars per share)		$ 5.00
Private Placement
Unusual Risk or Uncertainty [Line Items]
Number of shares issued in transaction	5,000,000
Sale of stock, price per share (in dollars per share)	$ 6.25
Stock issuance, consideration received	$ 28,900,000

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Restricted cash	$ 0	$ 50,389

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	7,040,222	4,494,685
Series Seed Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	0	2,624,324
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	0	1,508,633
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	1,180,222	27,330
Unvested restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	0	45,922
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	5,860,000	288,476

Fair Value Measurements - Schedule of assets and liabilities measured at fair value on a recurring basis (Details) - Recurring - Money market funds - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Financial assets
Cash equivalents	$ 45,512,012	$ 49,051,061
Level 1
Financial assets
Cash equivalents	45,512,012	49,051,061
Level 2
Financial assets
Cash equivalents	0	0
Level 3
Financial assets
Cash equivalents	$ 0	$ 0

Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Compensation and benefits	$ 215,654	$ 436,990
Clinical trial costs	360,568	339,072
Manufacturing development costs	434,792	0
Professional fees	15,912	345,530
Other	32,989	85,529
Accrued expenses and other current liabilities	$ 1,059,915	$ 1,207,121

Convertible Promissory Notes and Other Debt (Details) - USD ($)	1 Months Ended				3 Months Ended
	Mar. 31, 2021	Feb. 28, 2021	May 31, 2020	Apr. 30, 2020	Mar. 31, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Converted amount					$ 0	$ 5,866,290
Convertible Notes Payable \| Senior Convertible Notes, April 2020
Debt Instrument [Line Items]
Converted amount		$ 6,100,000		$ 5,700,000
Convertible debt beneficial conversion feature	$ 9,000
Interest income (expense), net						46,000
Convertible Notes Payable \| Senior Convertible Notes, April 2020 \| Affiliated Entity
Debt Instrument [Line Items]
Interest expense payable to related party						23,000
Convertible Notes Payable \| Senior Convertible Notes, April 2020 \| Series A Preferred Stock
Debt Instrument [Line Items]
Shares issued as a result of converted debt (in shares)		844,824
Convertible Notes Payable \| Senior Convertible Notes, April 2020 \| Series A Preferred Stock \| Affiliated Entity
Debt Instrument [Line Items]
Shares issued as a result of converted debt (in shares)		430,467
Payment Protection Program Loan
Debt Instrument [Line Items]
Face amount			$ 100,000
Loan term			2 years
Stated interest rate			1.00%
Outstanding principal balance	$ 124,000					$ 124,000

Convertible Preferred Stock, Redeemable Common Stock and Common Stock - Narrative (Details) - USD ($)		1 Months Ended				3 Months Ended			6 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2021	Oct. 31, 2021	Feb. 28, 2021	Apr. 30, 2020	Mar. 31, 2022	Apr. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)			480,415			5,860,000
Converted amount						$ 0		$ 5,866,290
Warrants reclassified into additional paid-in-capital				$ 100,000
Conversion of convertible notes to preferred stock (in shares)			4,853,533
Proceeds from initial public offering			$ 24,400,000
Common Stock
Class of Warrant or Right [Line Items]
Conversion of preferred shares and redeemable common shares	4,853,533
IPO
Class of Warrant or Right [Line Items]
Number of shares issued in transaction			5,750,000
Sale of stock, price per share (in dollars per share)			$ 5.00
Private Placement
Class of Warrant or Right [Line Items]
Number of shares issued in transaction		5,000,000
Sale of stock, price per share (in dollars per share)		$ 6.25								$ 6.25
Stock issuance, consideration received		$ 28,900,000
Issued in connection with 2021 IPO
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)			250,000			250,000	24,134
Warrant exercise price (in dollars per share)		$ 6.25				$ 6.25	$ 7.168			6.25
Warrants, term from date of issuance			5 years
Issued to Series A Stockholders
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)							113,276
Warrant exercise price (in dollars per share)							$ 7.168
Issued in Connection with IPO \| Common Stock
Class of Warrant or Right [Line Items]
Conversion of convertible notes to preferred stock (in shares)	9,816
December 2021 Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share)		$ 6.25								$ 6.25
Warrants, term from date of issuance		5 years 6 months								5 years 6 months
Number of securities called by warrants (in shares)		5,000,000								5,000,000
Issued in connection with 2021 private placement
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)						5,250,000
Warrant exercise price (in dollars per share)		$ 6.25				$ 6.25				$ 6.25
Warrants, term from date of issuance		5 years 6 months								5 years 6 months
Number of securities called by warrants (in shares)		250,000								250,000
Issued in 2022 for consulting services
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)						360,000
Warrant exercise price (in dollars per share)						$ 10.00
Warrants, term from date of issuance						5 years 9 months 3 days
Fair value adjustment of warrants										$ 300,000
Senior Convertible Notes, April 2020 \| Convertible Notes Payable
Class of Warrant or Right [Line Items]
Converted amount				$ 6,100,000	$ 5,700,000
Series A Preferred Stock
Class of Warrant or Right [Line Items]
Temporary equity new shares issued (in shares)							453,094	453,094
Temporary equity, price per share (in dollars per share)							$ 7.168
Temporary equity new shares issued							$ 3,000,000	$ 3,034,526	$ 5,000,000
Series A Preferred Stock \| Senior Convertible Notes, April 2020 \| Convertible Notes Payable
Class of Warrant or Right [Line Items]
Shares issued as a result of converted debt (in shares)				844,824
Debt conversion, price per share (in dollars per share)				$ 7.168

Convertible Preferred Stock, Redeemable Common Stock and Common Stock - Schedule of Warrants Outstanding (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Oct. 31, 2021	Apr. 30, 2021
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	5,860,000		480,415
Issued in connection with 2021 IPO
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	250,000		250,000	24,134
Warrant exercise price (in dollars per share)	$ 6.25	$ 6.25		$ 7.168
Issued in connection with 2021 private placement
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	5,250,000
Warrant exercise price (in dollars per share)	$ 6.25	$ 6.25
Issued in 2022 for consulting services
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	360,000
Warrant exercise price (in dollars per share)	$ 10.00

Share-Based Compensation - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 30, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual rate at which authorized shares of common stock increase	4.00%
Share-based award contractual life	10 years
Weighted average fair value of grants during period (in dollars per share)		$ 1.33	$ 0.95
Unrecognized compensation expense		$ 2,100,000
Unvested restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of period (in shares)		0		0
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	4 years
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock authorized for issuance (in shares)	1,266,092
Shares of common stock available for grant (in shares)		707,817
Unvested restricted stock awards \| Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 4,000
Unvested restricted stock awards \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	1 year
Unvested restricted stock awards \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	3 years
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected period for recognition		1 year 10 months 20 days
Stock options \| Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 33,000	24,000
Stock options \| General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 200,000	$ 2,000

Share-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Share-Based Awards (Details) - Stock options	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	86.86%	98.26%
Risk-free interest rate	1.91%	0.65%
Expected term (in years)	6 years 10 days	5 years 5 months 23 days
Expected dividend yield	0.00%	0.00%

Share-Based Compensation - Schedule of Share-Based Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of Options
Outstanding at beginning of period ( in shares)	506,691
Granted during the period (in shares)	673,531
Outstanding at period end (in shares)	1,180,222	506,691
Exercisable at period end (in shares)	177,922
Vested and expected to vest at period end (in shares)	1,180,222
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)	$ 5.68
Granted (in dollars per share)	1.82
Outstanding at period end (in dollars per share)	3.48	$ 5.68
Exercisable at period end (in dollars per share)	6.68
Vested and expected to vest at period end (in dollars per share)	$ 3.48
Weighted Average Remaining Contractual Term (years)
Outstanding at beginning of period	9 years 6 months	9 years 3 months 18 days
Outstanding at end of period	9 years 6 months	9 years 3 months 18 days
Vested and exercisable at March 31, 2022	8 years 10 months 24 days
Vested and expected to vest at March 31, 2022	9 years 6 months

Commitment and Contingencies - Operating Lease (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease right-of-use asset	$ 116,467	$ 0
Operating lease liabilities	$ 100,000
Weighted average discount rate	5.00%
Remaining lease term	1 year 3 months 29 days
Rent expense	$ 15,000
Future minimum payments due	$ 100,000

Commitment and Contingencies - Employee Benefit Plans (Details)	3 Months Ended
	Mar. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Maximum annual contributions per employee, percent	100.00%
Employer matching contribution, percent of employees compensation	3.00%
Employer contribution amount	$ 25,000

Commitment and Contingencies - Collaboration Agreements (Details) - Collaborative Arrangement, Transaction with Party to Collaborative Arrangement - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Apr. 30, 2021	Mar. 31, 2020	Aug. 31, 2021
Tyligand
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Maximum obligation amount		$ 0.8
Number of securities called by warrants (in shares)			111,576
Warrant exercise price (in dollars per share)			$ 7.17
Quarterly sales payment due upon completion, percentage		1.00%
Quarterly sales payment due upon completion, period of payment		15 years
Integral
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Maximum obligation amount	$ 0.3
Maximum development and regulatory milestone payments	55.3
Maximum sales milestone payments	$ 130.0
Tiered royalty payment, percent (up to)	12.00%
Integral \| Series A Preferred Stock
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Temporary equity, stock issued for services (in shares)	418,559
Temporary equity, stock issued for services	$ 2.8
Scale-up, 100 kilograms of GMP-grade compound \| Tyligand
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payment		$ 2.0
Scale-up, 300 kilograms of GMP-grade compound \| Tyligand
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payment		$ 3.0