0001842952-23-000041 | 10-K | XBRL Viewer

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Share-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Share-Based Awards (Details) - Stock options	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	87.02%	97.06%
Expected term (in years)	5 years 11 months 12 days	5 years 9 months 10 days
Risk-free interest rate	2.17%	1.07%
Expected dividend yield	0.00%	0.00%

Risks and Liquidity	12 Months Ended
Risks and Liquidity	Dec. 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 has an accumulated deficit of $44.1 million as of December 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 has funded operations through the sale of convertible debt, convertible preferred stock, common stock and warrants. 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. As of December 31, 2021, there was $0.1 million of offering costs included in accounts payable that were subsequently paid in the first quarter of 2022. The Company believes its cash and cash equivalents at December 31, 2022 are sufficient to fund its projected operations for at least the next 12 months from the issuance date of these consolidated financial statements. However, substantial additional capital will be needed by the Company to fund its operations and to commercially develop its current and any future product candidates. There is no assurance that such financing will be available when needed or on acceptable terms. The Company plans to secure 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 current and any future product candidates it may pursue become approved for marketing and successful commercialization. The regulatory approval and market acceptance of the Company’s current and any future product candidates it may pursue, 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. 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 should novel outbreaks emerge, which may, among other things, materially impact the Company’s planned clinical trials. This pandemic and/or periodic outbreaks 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.

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 17, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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
Entity Address, Address Line Three	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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag
Entity Shell Company	false
Entity Public Float			$ 31.8
Entity Common Stock, Shares Outstanding		15,966,053
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement for its 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K.
Entity Central Index Key	0001842952
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	December 31,
	2022		2021
Compensation and benefits	$	770,055	$	436,990
Research and development costs	1,358,707		339,072
Professional fees	3,951		345,530
Other	83,456		85,529
Total	$	2,216,169	$	1,207,121

Convertible Preferred Stock, Redeemable Common Stock and Common Stock

12 Months Ended

Dec. 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, March and April 2021, the Company sold 738,445 shares of Series A Stock for $7.168 per share for net proceeds of $5.0 million. The Company also issued 184,597 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 share 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 consolidated balance sheets as of December 31, 2021. The liability was reclassified into additional paid-in capital in March 2022 upon the issuance of the warrants.

At December 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

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, 2021	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2022
Class of Warrant or Right [Line Items]
Converted amount							$ 0	$ 5,866,290
Warrants prior to conversion (in shares)	480,415						5,860,000
Fair value of warrants issued							$ 345,530
Conversion of convertible notes to preferred stock (in shares)			4,853,533
Proceeds from the sale of common stock related to IPO, net			$ 24,400,000				0	24,428,626
Fair value of warrants for services provided							$ 0	$ 371,895
Common stock
Class of Warrant or Right [Line Items]
Conversion of convertible preferred shares and redeemable common shares upon initial public offering (in shares)	4,853,533							4,853,533
IPO
Class of Warrant or Right [Line Items]
Number of shares issued in transaction (in shares)			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 (in shares)		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 to placement agents
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)			250,000	7.168	24,134		250,000
Warrants, term from date of issuance			5 years
Warrant exercise price (in dollars per share)			$ 6.25	$ 100,000	$ 7.168		$ 6.25
Fair value of warrants issued								$ 43,797
Issued to Series A Stockholders
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)					184,597
Warrant exercise price (in dollars per share)					$ 7.168
Issued in connection with 2021 IPO \| Common stock
Class of Warrant or Right [Line Items]
Conversion of convertible notes to preferred stock (in shares)	9,816							9,816
December 2021 Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants, term from date of issuance		5 years 6 months						5 years 6 months
Warrant exercise price (in dollars per share)		$ 6.25						$ 6.25
Number of securities called by warrants (in shares)		5,000,000						5,000,000
December 2021 Private Placement Agent Warrants
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)							5,250,000
Warrants, term from date of issuance		5 years 6 months						5 years 6 months
Warrant exercise price (in dollars per share)		$ 6.25					$ 6.25	$ 6.25
Number of securities called by warrants (in shares)		250,000						250,000
Issued for Professional Consulting Services
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)							360,000		360,000
Warrants, term from date of issuance									5 years 9 months 3 days
Warrant exercise price (in dollars per share)							$ 10.00		$ 10.00
Fair value of warrants for services provided								$ 300,000
Series A Preferred Stock
Class of Warrant or Right [Line Items]
Temporary equity new shares issued (in shares)					738,445			738,445
Temporary equity, price per share (in dollars per share)				$ 6,100,000	$ 7.168
Fair value of Series A preferred stock issued in conjunction with collaboration and licensing agreement				$ 844,824	$ 5,000,000	$ 5,000,000		$ 4,982,835
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

Consolidated Statement of Cash Flows - USD ($)	12 Months Ended
Consolidated Statement of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	$ (14,835,939)	$ (10,456,870)
Adjustments to reconcile net loss to net cash used in operating activities:
Acquired in-process research and development	500,000	3,087,832
Fair value of warrants for services provided	0	371,895
Share-based compensation expense	976,440	511,079
Depreciation and amortization expense	9,268	0
Non-cash interest expense	0	46,315
Change in fair value of convertible promissory notes	0	(9,317)
Reduction in the carrying amount of operating lease right-of-use asset	78,521	0
Gain on extinguishment of debt	0	(125,577)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(736,049)	(1,611,492)
Other assets	(32,750)	0
Accounts payable	(787,893)	(866,007)
Accrued expenses and other current liabilities	1,354,578	252,655
Operating lease liability	(75,410)	0
Cash used in operating activities	(13,549,234)	(8,799,487)
Cash flows from investing activities:
Acquired in-process research and development	(500,000)	(250,000)
Purchase of property and equipment	(36,836)	0
Cash used in investing activities	(536,836)	(250,000)
Cash flows from financing activities:
Payments for offering costs related to the December 2021 private placement	(102,071)	0
Proceeds from the sale of common stock related to the private placement, net	0	28,982,575
Proceeds from the sale of Series A preferred stock, net	0	4,982,835
Proceeds from the sale of common stock related to IPO, net	0	24,428,626
Cash (used in) provided by financing activities	(102,071)	58,394,036
Net (decrease) increase in cash, cash equivalents and restricted cash	(14,188,141)	49,344,549
Cash and cash equivalents at beginning of period	49,685,586	341,037
Cash and cash equivalents at end of period	35,497,445	49,685,586
Supplemental disclosure of non-cash activities:
Issuance of warrants for services provided	345,530	0
Right-of-use asset obtained in exchange for lease obligation	130,488	0
Conversion of convertible promissory notes, including accrued interest, to Series A preferred stock	0	5,866,290
Issuance of warrants in conjunction with Series A preferred stock	0	309,390
Series A preferred stock issued for acquired in-process research and development	0	2,837,832
Deferred offering costs in accounts payable and accrued expenses	0	102,071
Change in fair value of redeemable common stock to redemption value	0	53,330
Conversion of preferred stock and redeemable common stock upon IPO	$ 0	$ 21,064,623

Subsequent Event	12 Months Ended
Subsequent Event	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Event	Subsequent EventOn March 22, 2023, the Company announced a portfolio prioritization and capital allocation strategy, including discontinuing the development of its clinical stage product candidate, ONA-XR, and a focus on the development of its preclinical stage product candidate, CTIM-76. The Company will cease development and explore strategic options for ONA-XR.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 35,497,445	$ 49,635,197
Prepaid expenses and other current assets	2,356,213	1,620,164
Total current assets	37,853,658	51,255,361
Operating lease right-of-use asset	51,967	0
Property and equipment, net	27,568	0
Other assets	32,750	0
Restricted cash	0	50,389
Total assets	37,965,943	51,305,750
Current liabilities:
Accounts payable	936,330	1,826,294
Accrued expenses and other current liabilities	2,216,169	1,207,121
Operating lease liability - current	55,078	0
Total current liabilities	3,207,577	3,033,415
Total liabilities	3,207,577	3,033,415
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding	0	0
Common stock, $0.001 par value; 100,000,000 shares authorized; 15,966,053 issued and outstanding at December 31, 2022 and December 31, 2021	15,966	15,966
Additional paid-in capital	78,832,779	77,510,809
Accumulated deficit	(44,090,379)	(29,254,440)
Total stockholders' equity	34,758,366	48,272,335
Total liabilities and stockholders' equity	$ 37,965,943	$ 51,305,750

Convertible Promissory Notes and Other Debt (Details) - USD ($)	1 Months Ended		12 Months Ended
	Feb. 28, 2021	May 31, 2020	Dec. 31, 2021	Jul. 31, 2021
Convertible Notes Payable \| Senior Convertible Notes, April 2020
Debt Instrument [Line Items]
Issue date fair value	$ 5,700,000
Convertible debt beneficial conversion feature			$ 9,000
Interest expense			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 \| Chief Financial Officer And Immediate Family Member
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
Term		2 years
Stated interest rate		1.00%
Outstanding principal balance				$ 100,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of tax effects of temporary differences that give rise to the deferred tax assets and liabilities

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows:


	December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	5,865,305	$	4,983,415
Research and development credits	703,630		421,880
Capitalized research and development Section 174 expense	2,091,787		—
Share-based compensation	527,146		249,874
Other accruals	268,105		147,659
Gross deferred tax assets	9,455,973		5,802,828
Deferred tax liabilities:
Prepaid expenses	(256,052)		(527,181)
Property and equipment	(8,181)		—
Net deferred tax assets	9,191,740		5,275,647
Less: valuation allowance	(9,191,740)		(5,275,647)
	$	—	$	—

Schedule of effective income tax rate reconciliation

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:


	Year ended December 31,
	2022		2021
Federal income tax benefit at statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	3.7		2.5
Non-taxable partnership income	—		(7.5)
Permanent differences	—		(0.5)
Research and development credit	1.9		0.9
Other	—		(0.1)
Change in valuation allowance	(26.6)		(16.3)
Effective income tax rate	—	%	—	%

Summary of operating loss carryforwards

The following table summarizes carryforwards of federal, state and local net operating losses (“NOL”) and research tax credits:


	December 31,
	2022		2021
NOL carryforwards—Federal	$	20,543,576	$	14,887,383
NOL carryforwards—State	20,543,576		14,887,383
NOL carryforwards—Local	15,665,662		13,926,879
Research tax credits—Federal	703,630		421,880

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Total	IPO	Private Placement	Warrants issued in conjunction with series A preferred stock	Issued to placement agents	Issued for services	Issued in connection with 2021 IPO	Series A Preferred Stock	Series Seed Preferred Stock	Redeemable Common Stock	Common stock	Common stock IPO	Common stock Private Placement	Common stock Issued in connection with 2021 IPO	Additional Paid-in Capital	Additional Paid-in Capital IPO	Additional Paid-in Capital Private Placement	Additional Paid-in Capital Warrants issued in conjunction with series A preferred stock	Additional Paid-in Capital Issued to placement agents	Additional Paid-in Capital Issued for services	Additional Paid-in Capital Issued in connection with 2021 IPO	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)								738,445
Temporary equity new shares issued								$ 4,982,835
Conversion of convertible securities (in shares)								844,824
Conversion of convertible securities								$ 5,728,793
Temporary equity, stock issued for services (in shares)								418,559
Temporary equity, stock issued for services								$ 2,837,832
Fair value of warrants issued in conjunction with the Series A preferred stock								(265,593)
Fair value of warrants issued as placement agent fees								$ (43,797)
Change in fair value of redeemable common stock to redemption value										$ 53,330
Conversion of convertible preferred shares and redeemable common shares upon initial public offering (in shares)								2,212,543	2,624,324	16,666
Conversion of convertible preferred shares and redeemable common shares upon initial public offering								$ (14,641,005)	$ (6,341,288)	$ (82,330)
Ending balance (in shares) at Dec. 31, 2021								0	0	0
Ending balance at Dec. 31, 2021								$ 0	$ 0	$ 0
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]
Fair value of warrants issued				$ 265,593	$ 43,797	$ 371,895												$ 265,593	$ 43,797	$ 371,895
Share-based compensation expense, including vesting of restricted stock and issuance of common stock (in shares)											20,915
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	511,079										$ 21				511,058
Conversion of convertible securities (in shares)														9,816
Conversion of convertible securities	137,497						$ 0							$ 10	137,497						$ (10)
Conversion of convertible preferred shares and redeemable common shares upon initial public offering (in shares)											4,853,533
Conversion of convertible preferred shares and redeemable common shares upon initial public offering	21,064,623										$ 4,853				21,059,770
Change in fair value of redeemable common stock to redemption value	(53,330)														(53,330)
Sale of common stock in initial public offering, net of issuance costs (in shares)												5,750,000	5,000,000
Stock Issued During Period, Value, Initial Public Offering		$ 24,428,626	$ 28,880,504									$ 5,750	$ 5,000			$ 24,422,876	$ 28,875,504
Net loss	(10,456,870)																					(10,456,870)
Ending balance (in shares) at Dec. 31, 2021											15,966,053
Ending 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	345,530														345,530
Share-based compensation expense	976,440														976,440
Net loss	(14,835,939)																					(14,835,939)
Ending balance (in shares) at Dec. 31, 2022											15,966,053
Ending balance at Dec. 31, 2022	$ 34,758,366										$ 15,966				$ 78,832,779							$ (44,090,379)

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal income tax benefit at statutory rate	21.00%	21.00%
State income tax, net of federal benefit	3.70%	2.50%
Non-taxable partnership income	0.00%	(7.50%)
Permanent differences	0.00%	(0.50%)
Research and development credit	1.90%	0.90%
Other	0.00%	(0.10%)
Change in valuation allowance	(26.60%)	(16.30%)
Effective income tax rate	0.00%	0.00%

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsSince inception, the Company entered into various convertible note agreements with the Related Party. The subsequent conversion of the convertible notes are further described in more detail in Note 6.

Convertible Preferred Stock, Redeemable Common Stock and Common Stock - Schedule of Warrants Outstanding (Details) - $ / shares	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Oct. 31, 2021	Sep. 30, 2021	Apr. 30, 2021	Feb. 28, 2021
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	5,860,000				480,415
Issued to placement agents
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	250,000			250,000		24,134	7.168
Warrant exercise price (in dollars per share)	$ 6.25			$ 6.25		$ 7.168	$ 100,000
December 2021 Private Placement Agent Warrants
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 for Professional Consulting Services
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	360,000	360,000
Warrant exercise price (in dollars per share)	$ 10.00	$ 10.00

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical)	12 Months Ended
	Dec. 31, 2021 USD ($)
Offering costs	$ 310,021
IPO
Issuance costs	4,321,374
Private Placement
Issuance costs	$ 2,369,496

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 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

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Context Therapeutics Inc. (the “Company”) is a biopharmaceutical company dedicated to improving the lives of patients living with solid tumors. 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 consolidated financial statements of the Company reflect the merger transaction as if it had occurred as of the earliest period presented herein.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Name	CohnReznick LLP
Auditor Location	Parsippany, New Jersey
Auditor Firm ID	596

Fair Value Measurements (Tables)

12 Months Ended

Dec. 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:


			December 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)	$	1,723,893	$	1,723,893	$	—	$	—


			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)

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consisted of the following:


	December 31,
	2022		2021
Compensation and benefits	$	770,055	$	436,990
Research and development costs	1,358,707		339,072
Professional fees	3,951		345,530
Other	83,456		85,529
Total	$	2,216,169	$	1,207,121

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Patent License Agreement with Drexel University In November 2015, the Company entered into a patent license agreement, as amended, (the “Drexel License Agreement”) with Drexel University (“Drexel”) for license rights to patents for certain intellectual property and know-how related to certain technology. As part of the Drexel License Agreement, the Company issued Drexel 16,666 shares of common stock. In partial consideration of the Drexel License Agreement, the Company is required to pay to Drexel certain milestone payments, ranging from $10,000 to $0.2 million on the achievement of certain milestone events for each licensed product. The Company has agreed to pay Drexel a royalty in the low single digits of net sales for each licensed product on a country-by-country, licensed product-by-licensed product basis on issued or pending valid claims. The Company may credit against amounts payable to Drexel, on a country-by-country, licensed product-by-licensed product basis up to 50% of any third-party payments which the Company must make on account of third-party license agreements. In partial consideration of the Drexel License Agreement, the Company will pay to Drexel a de-escalating sublicense fee on a quarterly basis of a high single-digit percentage that decreases to a mid-single digit percentage as time passes. In addition, the Company will make payments of the fair market value of all other consideration received by the Company from sublicensees during the quarter, other than: (a) royalties paid to the Company by a sublicensee based upon sales or net sales by the sublicensee; (b) equity investments in the Company by a sublicensee up to the amount of fair market value of the equity purchased on the date of the investment; (c) loan proceeds paid to the Company by a sublicensee in an arm’s length, full recourse debt financing to the extent that such loan is not forgiven; and (d) sponsored research funding, paid to the Company by a sublicensee in a bona fide transaction for future research to be performed by the Company. As part of a strategic review of its pipeline, the Company terminated the Drexel License Agreement, effective as of April 27, 2022. Collaboration Agreement with Tyligand Bioscience In March 2020, the Company entered into a process development agreement (the “Tyligand Process Development Agreement”) 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 Process Development Agreement, Tyligand was solely responsible for the design and optimization of an improved manufacturing process for ONA-XR. Upon completion of specific performance-based milestones, Tyligand and the Company entered into a license agreement (the “Tyligand License Agreement”) whereby Tyligand was granted the exclusive right to ONA-XR and is solely responsible for the development and commercialization of ONA-XR in China, Hong Kong and Macau (the “Territory”). The Company retains rights in the rest of the world 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 Good Manufacturing Practices (“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 for 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, granted 418,559 shares of Series A Stock with a fair market value of approximately $2.8 million, and expensed these costs 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 remaining development and regulatory milestone payments totaling approximately $55 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. During the year ended December 31, 2022, the Company expensed $0.5 million in acquired in-process research related to a development milestone achieved under the agreement with Integral. On March 20, 2023, the Company amended the Integral License Agreement to remove the previously agreed to second milestone payment and to change the amount of the third milestone payment to increase such payment by the amount of the prior second milestone payment and to add payment for third party research funding obtained and used by Integral in connection with the development of CTIM-76. Research and Development Arrangements In the course of normal business operations, the Company enters into agreements with universities and contract research organizations to assist in the performance of research and development activities and contract manufacturers to assist with chemistry, manufacturing, and controls related expenses. Expenditures to contract research organizations represent a significant cost in clinical development for the Company. The Company could also enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of cash. Operating Leases Prior to January 2022, the Company leased its corporate offices in Philadelphia, Pennsylvania under a month-to-month lease arrangement. 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 December 31, 2022, the operating lease right-of-use asset and the operating lease liabilities were $52,000 and $55,000, respectively. The discount rate used to account for the Company’s operating lease is the Company’s estimated incremental borrowing rate of 5.0%. The remaining term of the Company’s noncancellable operating lease is 0.58 years. Future minimum lease payments under the sublease are $56,000 at December 31, 2022. Rent expense was approximately $84,000 and $10,000 for the years ended December 31, 2022 and 2021, respectively. In March 2023, the Company entered into a direct lease for this same office space that commences on August 1, 2023 and is set to expire on August 31, 2024, pursuant to which the Company retains the right to renew the lease for an additional one-year term. 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 year ended December 31, 2022, the Company provided contributions of approximately $62,000. Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. The Company believes no matters existed at either December 31, 2022 or 2021 that will have a material impact to the Company’s financial position, results of operations or cash flows.

Income Taxes - Schedule of Tax Effects of Temporary Differences That Give Rise To The Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 5,865,305	$ 4,983,415
Research and development credits	703,630	421,880
Capitalized research and development Section 174 expense	2,091,787	0
Share-based compensation	527,146	249,874
Other accruals	268,105	147,659
Net deferred tax assets	9,455,973	5,802,828
Deferred tax liabilities:
Prepaid expenses	(256,052)	(527,181)
Property and equipment	(8,181)	0
Net deferred tax assets	9,191,740	5,275,647
Less: valuation allowance	(9,191,740)	(5,275,647)
Deferred tax assets, net	$ 0	$ 0

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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”).
Use of Estimates	Use of Estimates The preparation of 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 consolidated financial statements in the period they are determined to be necessary. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the fair value of common stock, share-based compensation arrangements, the fair value of warrants, the fair value of convertible debt, and in recording the prepayments, accruals and associated expense for certain 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.
Segment Information	Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment.
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 consolidated statements of operations.
Leases	Leases The Company determines if an arrangement is a lease at inception. Balances recognized related to operating leases are included in operating lease right-of-use assets and operating lease liabilities in the Consolidated Balance Sheets. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the Company’s lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not yet paid.
Acquired In-Process Research and Development Costs	Acquired In-Process Research and Development CostsAcquired in-process research and development (IPR&D) expense consists of payments incurred in connection with the acquisition or licensing of products or technologies that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations. Payments for product development milestones are initially treated as the acquisition of an asset but then immediately expensed as there is no future alternative use for the asset. These development milestone payments are reflected as an investing activity outflow on the Company’s consolidated statements of cash flows due to the nature of the underlying acquisition of an asset .
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. Costs for certain development activities, such as the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, are estimated based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, clinical site activations or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development expense, as the case may be. The estimates are adjusted to reflect the best information available at the time of the financial statement issuance. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company's estimate of the status and timing of services performed relative to the actual status and timing of services performed may vary. 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 non-employee 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 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.
Income Taxes	Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. To date, the Company has not taken any uncertain tax position or recorded any reserves, interest or penalties.
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 Adopted Accounting Pronouncements	Recently Adopted 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 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.

Share-Based Compensation - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock authorized for issuance (in shares)	1,266,092
Annual rate at which authorized shares of common stock increase	4.00%
Shares of common stock available for grant (in shares)		546,535
Share-based award contractual life		10 years
Share-based compensation expense		$ 976,440	$ 477,860
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in dollars per share)		$ 1.38	$ 3.84
Unrecognized expense related to RSUs		$ 1,600,000
Outstanding (in shares)		0	0
Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 96,311	$ 73,945
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 880,129	403,915
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
Restricted Stock Units (RSUs) \| Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 33,000
Restricted Stock Units (RSUs) \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period		1 year
Restricted Stock Units (RSUs) \| 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		2 years 1 month 6 days

Share-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-based Compensation

In April 2021, the Company adopted the 2021 Long-Term Performance Incentive Plan (“2021 Incentive Plan”). Under the 2021 Incentive Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) 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 automatically increases 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 December 31, 2022, 546,535 shares remained available for future grants.

Share-based awards generally vest over a period of one year 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 August 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.

Share-based compensation expense related to the issuance of stock options was as follows for the years ended December 31, 2022 and 2021:


	Year ended December 31,
	2022		2021

Research and development	96,311		73,945
General and administrative	880,129		403,915
	$	976,440	$	477,860

The weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option awards granted during 2022 and 2021 were as follows:


	2022	2021
Expected stock price volatility	87.02%	97.06%
Expected term (in years)	5.95	5.78
Risk-free interest rate	2.17%	1.07%
Expected dividend yield	—	—

As the Company began trading publicly in October 2021, there is a lack of company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption for employee grants is based on a permitted simplified method, which is based on the vesting period and contractual term for each tranche of awards. The mid-point between the weighted-average vesting term and the expiration date is used as the expected term under this method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

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


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding at January 1, 2022	506,691	$	5.68	9.3
Granted	890,058	$	1.85
Forfeited	(55,245)	$	2.52
Outstanding at December 31, 2022	1,341,504	$	3.27	8.9	$	—
Vested and exercisable at December 31, 2022	322,031	$	5.71	8.3	$	—
Vested and expected to vest at December 31, 2022	1,341,504	$	3.27	8.9	$	—

The aggregate intrinsic value in the above table is calculated as the difference between fair market value of the Company’s common stock price and the exercise price of the stock options. The weighted average fair value of share-based awards granted during the years ended December 31, 2022 and 2021 was $1.38 and $3.84, respectively. As of December 31, 2022, the unrecognized compensation cost related to outstanding share-based awards was $1.6 million and is expected to be recognized as expense over a weighted-average period of approximately 2.1 years.

Restricted Stock Units

The Company issues RSUs 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 approximately $33,000 in research and development expense for the year ended December 31, 2021 related to RSUs. There were no RSUs outstanding as of December 31, 2022 or December 31, 2021.

Convertible Promissory Notes and Other Debt	12 Months Ended
Convertible Promissory Notes and Other Debt	Dec. 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 to various investors which were converted into Senior Convertible Notes (the “Senior Convertible Notes”, and 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 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 Stock. The Company recorded a non-cash credit of $9,000 in the consolidated statements of operations for the year ended December 31, 2021 related to the decrease in fair value of the Senior Convertible Notes. For the year ended December 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 for a loan in an aggregate principal amount of $0.1 million (the “Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security (CARES) Act 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 the Small Business Administration remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, 10 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. The outstanding principal balance of the Loan of $0.1 million was forgiven in July 2021 and was recognized as a gain on extinguishment of debt within other income in the consolidated statements of operations during the year ended December 31, 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Subparagraph (h)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

Share-based compensation expense related to the issuance of stock options was as follows for the years ended December 31, 2022 and 2021:


	Year ended December 31,
	2022		2021

Research and development	96,311		73,945
General and administrative	880,129		403,915
	$	976,440	$	477,860

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

The weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option awards granted during 2022 and 2021 were as follows:


	2022	2021
Expected stock price volatility	87.02%	97.06%
Expected term (in years)	5.95	5.78
Risk-free interest rate	2.17%	1.07%
Expected dividend yield	—	—

Schedule of Share-Based Award Activity

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


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding at January 1, 2022	506,691	$	5.68	9.3
Granted	890,058	$	1.85
Forfeited	(55,245)	$	2.52
Outstanding at December 31, 2022	1,341,504	$	3.27	8.9	$	—
Vested and exercisable at December 31, 2022	322,031	$	5.71	8.3	$	—
Vested and expected to vest at December 31, 2022	1,341,504	$	3.27	8.9	$	—

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash, Cash Equivalents, and Restricted Cash [Abstract]
Cash and cash equivalents	$ 35,497,445	$ 49,635,197
Restricted cash	0	50,389
Total cash, cash equivalents and restricted cash	$ 35,497,445	$ 49,685,586	$ 341,037

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Compensation and benefits	$ 770,055	$ 436,990
Research and development costs	1,358,707	339,072
Professional fees	3,951	345,530
Other	83,456	85,529
Total	$ 2,216,169	$ 1,207,121

Fair Value Measurements

12 Months Ended

Dec. 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:


			December 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)	$	1,723,893	$	1,723,893	$	—	$	—


			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

Share-based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 976,440	$ 477,860
Research and Development Expense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	96,311	73,945
General and Administrative Expense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 880,129	$ 403,915

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

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table presents the Company’s cash, cash equivalents, and restricted cash as of December 31, 2022 and 2021:


	December 31,
	2022		2021
Cash and cash equivalents	$	35,497,445	$	49,635,197
Restricted cash	—		50,389
Total cash, cash equivalents and restricted cash	$	35,497,445	$	49,685,586

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	December 31,
	2022	2021
Stock options	1,341,504	506,691
Warrants	5,860,000	5,500,000
	7,201,504	6,006,691

Income Taxes - Summary of Operating Loss Carryforwards (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Research tax credits—Federal
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	$ 703,630	$ 421,880
NOL carryforwards—Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	20,543,576	14,887,383
NOL carryforwards—State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	20,543,576	14,887,383
Local
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 15,665,662	$ 13,926,879

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 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	7,201,504	6,006,691
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	1,341,504	506,691
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	5,500,000

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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”).

The 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.

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 consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Use of Estimates

The preparation of 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 consolidated financial statements in the period they are determined to be necessary. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited

to, the fair value of common stock, share-based compensation arrangements, the fair value of warrants, the fair value of convertible debt, and in recording the prepayments, accruals and associated expense for certain 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.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment.

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. At December 31, 2022, the Company’s cash and cash equivalent balances exceeded federally insured limits by approximately $35 million.

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 consolidated balance sheets. There were no amounts restricted as of December 31, 2022, as the collateral was released to the Company in the first quarter of 2022.

The following table presents the Company’s cash, cash equivalents, and restricted cash as of December 31, 2022 and 2021:


	December 31,
	2022		2021
Cash and cash equivalents	$	35,497,445	$	49,635,197
Restricted cash	—		50,389
Total cash, cash equivalents and restricted cash	$	35,497,445	$	49,685,586

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 consolidated statements of operations.

Property and Equipment

Property and equipment consist 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.

Leases

The Company determines if an arrangement is a lease at inception. Balances recognized related to operating leases are included in operating lease right-of-use assets and operating lease liabilities in the Consolidated Balance Sheets. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the Company’s lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not yet paid.

Acquired In-Process Research and Development Costs

Acquired in-process research and development (IPR&D) expense consists of payments incurred in connection with the acquisition or licensing of products or technologies that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations. Payments for product development milestones are initially treated as the acquisition of an asset but then immediately expensed as there is no future alternative use for the asset. These development milestone payments are reflected as an investing activity outflow on the Company’s consolidated statements of cash flows due to the nature of the underlying acquisition of an asset . See Note 9 for further discussion.

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.

Costs for certain development activities, such as the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, are estimated based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, clinical site activations or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development expense, as the case may be. The estimates are adjusted to reflect the best information available at the time of the financial statement issuance. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company's estimate of the status and timing of services performed relative to the actual status and timing of services performed may vary.

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 non-employee 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 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.

Income Taxes

Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. To date, the Company has not taken any uncertain tax position or recorded any reserves, interest or penalties.

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:


	December 31,
	2022	2021
Stock options	1,341,504	506,691
Warrants	5,860,000	5,500,000
	7,201,504	6,006,691

Amounts in the above table reflect common stock equivalents.

Recently Adopted 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 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.

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

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Number of operating segments \| segment	1
Restricted cash	$ 0	$ 50,389
Cash uninsured amount	$ 35,000,000

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Prior to April 2021, the Company was a limited liability company that was treated as a pass-through entity for income tax purposes. In April 2021, upon the completion of its reverse triangular merger, the Company converted to a corporation and is subject to federal, state and local corporate income taxes which have been provided for in the financial statements based upon ASC 740. Context BioPharma, Inc. has always been subject to corporate income taxes.

The Company had no income tax expense due to operating losses incurred for the years ended December 31, 2022 and 2021. The Company had also not recorded any income tax benefits for the net operating losses incurred in

each period due to its uncertainty of realizing a benefit from those items. All of the Company’s losses before income taxes were generated in the United States.

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows:


	December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	5,865,305	$	4,983,415
Research and development credits	703,630		421,880
Capitalized research and development Section 174 expense	2,091,787		—
Share-based compensation	527,146		249,874
Other accruals	268,105		147,659
Gross deferred tax assets	9,455,973		5,802,828
Deferred tax liabilities:
Prepaid expenses	(256,052)		(527,181)
Property and equipment	(8,181)		—
Net deferred tax assets	9,191,740		5,275,647
Less: valuation allowance	(9,191,740)		(5,275,647)
	$	—	$	—

In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future losses, management has determined that the deferred tax assets do not meet the more likely than not threshold for realizability. Accordingly, a full valuation allowance has been recorded against the Company’s net deferred tax assets as of December 31, 2022 and 2021. The valuation allowance increased by $3.9 million and $1.7 million during the years ended December 31, 2022 and 2021, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:


	Year ended December 31,
	2022		2021
Federal income tax benefit at statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	3.7		2.5
Non-taxable partnership income	—		(7.5)
Permanent differences	—		(0.5)
Research and development credit	1.9		0.9
Other	—		(0.1)
Change in valuation allowance	(26.6)		(16.3)
Effective income tax rate	—	%	—	%

The following table summarizes carryforwards of federal, state and local net operating losses (“NOL”) and research tax credits:


	December 31,
	2022		2021
NOL carryforwards—Federal	$	20,543,576	$	14,887,383
NOL carryforwards—State	20,543,576		14,887,383
NOL carryforwards—Local	15,665,662		13,926,879
Research tax credits—Federal	703,630		421,880

The NOL carryforwards begin expiring in 2037 for federal and state income tax purposes; however, all federal NOL carryforwards generated subsequent to January 1, 2018, are able to be carried forward indefinitely. Local NOL carryforwards expire after three years with the 2020 NOL set to expire in 2023. As of December 31, 2022 and 2021, the Company had federal research and development tax credit carryforwards of $0.7 million and $0.4 million, respectively, that will begin to expire in 2037, unless previously utilized.

The NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. To date, the Company has not performed an analysis to determine whether or not ownership changes have occurred since inception. State and local NOLs may also be limited.

As of December 31, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statement of operations. Due to NOLs and tax credit carry forwards that remain unutilized, income tax returns for tax years from all years remain subject to examination by the taxing jurisdictions. The NOL carryforwards remain subject to review until utilized.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Risks and Liquidity - Narrative (Details) - USD ($)	1 Months Ended			3 Months Ended	6 Months Ended	12 Months Ended
Risks and Liquidity - Narrative (Details) - USD ($)	Dec. 31, 2021	Oct. 31, 2021	Feb. 28, 2021	Apr. 30, 2021	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2021
Unusual Risk or Uncertainty [Line Items]
Accumulated deficit	$ (29,254,440)					$ (44,090,379)	$ (29,254,440)
Conversion of convertible notes to preferred stock (in shares)		4,853,533
Warrants prior to conversion (in shares)						5,860,000		480,415
Shares issued upon conversion of warrants (in shares)		9,816
Proceeds from the sale of common stock related to IPO, net		$ 24,400,000				$ 0	24,428,626
Deferred offering costs	100,000						100,000
Cash and cash equivalents	$ 49,635,197					$ 35,497,445	49,635,197
Series A Preferred Stock
Unusual Risk or Uncertainty [Line Items]
Fair value of Series A preferred stock issued in conjunction with collaboration and licensing agreement			$ 844,824	$ 5,000,000	$ 5,000,000		$ 4,982,835
Placement Agent Warrants
Unusual Risk or Uncertainty [Line Items]
Number of securities called by warrants (in shares)		250,000
Warrant exercise price (in dollars per share)		$ 6.25
Warrants, term from date of issuance		5 years
December 2021 Private Placement Warrants
Unusual Risk or Uncertainty [Line Items]
Number of securities called by warrants (in shares)	5,000,000						5,000,000
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
December 2021 Private Placement Agent Warrants
Unusual Risk or Uncertainty [Line Items]
Number of securities called by warrants (in shares)	250,000						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
Warrants prior to conversion (in shares)						5,250,000
IPO
Unusual Risk or Uncertainty [Line Items]
Number of shares issued in transaction (in shares)		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 (in shares)	5,000,000
Sale of stock, price per share (in dollars per share)	$ 6.25						$ 6.25
Stock issuance, consideration received	$ 28,900,000

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Acquired in-process research and development	$ 500,000	$ 3,087,832
Research and development	7,091,163	3,805,067
General and administrative	7,790,040	3,632,920
Loss from operations	(15,381,203)	(10,525,819)
Interest income (expense), net	547,268	(64,240)
Change in fair value of convertible promissory notes	0	9,317
Other (expense) income	(2,004)	123,872
Net loss	$ (14,835,939)	$ (10,456,870)
Net income (loss) per share - basic (in dollars per share)	$ (0.93)	$ (3.69)
Net income (loss) per share - diluted (in dollars per share)	$ (0.93)	$ (3.69)
Weighted average common shares outstanding - basic (in shares)	15,966,053	2,833,674
Weighted average common shares outstanding - diluted (in shares)	15,966,053	2,833,674

Share-Based Compensation - Schedule of Share-Based Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Options
Outstanding at beginning of period ( in shares)	506,691
Granted during the period (in shares)	890,058
Forfeited (in shares)	(55,245)
Outstanding at period end (in shares)	1,341,504	506,691
Exercisable at period end (in shares)	322,031
Vested and expected to vest at period end (in shares)	1,341,504
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)	$ 5.68
Granted (in dollars per share)	1.85
Forfeited (in dollars per share)	2.52
Outstanding at period end (in dollars per share)	3.27	$ 5.68
Exercisable at period end (in dollars per share)	5.71
Vested and expected to vest at period end (in dollars per share)	$ 3.27
Weighted Average Remaining Contractual Term (years)
Outstanding at beginning of period	8 years 10 months 24 days	9 years 3 months 18 days
Outstanding at end of period	8 years 10 months 24 days	9 years 3 months 18 days
Vested and exercisable	8 years 3 months 18 days
Vested and expected to vest	8 years 10 months 24 days
Options outstanding, Aggregate Intrinsic Value	$ 0
Options exercisable, Aggregate Intrinsic Value	0
Options expected to vest, Aggregate Intrinsic Value	$ 0

Fair Value Measurements - Schedule of assets and liabilities measured at fair value on a recurring basis (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financial assets
Cash equivalents	$ 35,497,445	$ 49,685,586	$ 341,037
Recurring \| Money market funds
Financial assets
Cash equivalents	1,723,893	49,051,061
Recurring \| Money market funds \| Level 1
Financial assets
Cash equivalents	1,723,893	49,051,061
Recurring \| Money market funds \| Level 2
Financial assets
Cash equivalents	0	0
Recurring \| Money market funds \| Level 3
Financial assets
Cash equivalents	$ 0	$ 0

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

12 Months Ended

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

Schedule of Warrants Outstanding

At December 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

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Income tax expense	$ 0	$ 0
Increase in valuation allowance	3,900,000	1,700,000
Accrued interest related to uncertain tax positions	0	0
Expensed interest related to uncertain tax positions	0	0
Research tax credits—Federal
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	$ 703,630	$ 421,880
NOL carryforwards—Local
Operating Loss Carryforwards [Line Items]
Local NOL expiration term	3 years

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Commitment and Contingencies (Details)	1 Months Ended		3 Months Ended	12 Months Ended
Commitment and Contingencies (Details)	Mar. 31, 2020 USD ($)	Nov. 30, 2015 USD ($) shares	Apr. 30, 2021 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Mar. 22, 2023	Aug. 31, 2021 $ / shares shares
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Operating lease right-of-use asset				$ 51,967	$ 0
Operating lease liabilities				$ 55,000
Weighted average discount rate				5.00%
Remaining term				6 months 29 days
Future minimum lease payments under sublease				$ 56,000
Rent expense				$ 84,000	$ 10,000
Employee contribution maximum percentage				100.00%
Company matching percentage				3.00%
Contributions				$ 62,000
Subsequent event
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Renewal term						1 year
Series A Preferred Stock
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Temporary equity new shares issued (in shares) \| shares			738,445		738,445
Temporary equity, stock issued for services (in shares) \| shares					418,559
Temporary equity, stock issued for services					$ 2,837,832
Drexel University \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Percentage of payments as to credits accounts payable		0.50
Drexel University \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Minimum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payment		$ 10,000
Drexel University \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payment		$ 200,000
Drexel University \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Redeemable Common Stock
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Temporary equity new shares issued (in shares) \| shares		16,666
Tyligand \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Maximum obligation amount	$ 800,000
Number of securities called by warrants (in shares) \| shares							111,576
Warrant exercise price (in dollars per share) \| $ / shares							$ 7.17
Quarterly sales payment due upon completion, percentage	1.00%
Quarterly sales payment due upon completion, period of payment	15 years
Integral \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Maximum obligation amount				300,000
Maximum development and regulatory milestone payments			$ 55,000,000
Maximum sales milestone payments			$ 130,000,000
Tiered royalty payment, percent (up to)			12.00%
Expensed acquired in-process research				$ 500,000
Integral \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Series A Preferred Stock
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Temporary equity, stock issued for services (in shares) \| shares				418,559
Temporary equity, stock issued for services				$ 2,800,000
Scale-up, 100 kilograms of GMP-grade compound \| Tyligand \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payment	$ 2,000,000
Scale-up, 300 kilograms of GMP-grade compound \| Tyligand \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payment	$ 3,000,000