0001842952-24-000085 | 10-Q | XBRL Viewer

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Commitment and Contingencies, including License Agreements	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitment and Contingencies, including License Agreements	Commitments and Contingencies, including License Agreements Operating Lease In February 2022, the Company commenced a noncancellable operating sublease for corporate office space in Philadelphia, Pennsylvania. In March 2023, the Company entered into a direct lease for this same office space that commenced on August 1, 2023. In March 2024, the Company amended the lease, which extended the expiration date to November 30, 2024. In July 2024, the Company further amended the lease, which is now set to expire on November 30, 2026 thus making the arrangement no longer qualify for the short-term lease exception under ASC 842. The Company also retains the right to renew the lease for up to two consecutive 12-month terms upon at least nine months advance notice to the landlord before any such successive renewal. These renewal options were not contemplated in the Company's calculation of its right of use asset and lease liability. As of September 30, 2024, the operating lease right-of-use asset and the operating lease liabilities were each $0.2 million, which were estimated using a discount rate of 11%. As of September 30, 2024, the remaining term of the Company’s noncancellable operating lease was 2.2 years. Future minimum lease payments under the sublease are $0.3 million at September 30, 2024. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not yet paid. Rent expense related to the Company’s operating lease was approximately $31,000 and $18,000 for the three months ended September 30, 2024 and 2023, respectively. Rent expense related to the Company’s operating lease was approximately $93,000 and $63,000 for the nine months ended September 30, 2024 and 2023, respectively. Employee Benefit Plans The Company established a defined contribution 401(k) plan in which employees may contribute up to 100% of their salary and bonus, subject to statutory maximum contribution amounts. The Company contributes a safe harbor minimum contribution equivalent to 3% of employees’ compensation. The Company generally assumes all administrative costs of the plan. For the three months ended September 30, 2024 and 2023, the Company provided contributions of approximately $9,000 and $7,000, respectively. For the nine months ended September 30, 2024 and 2023, the Company provided contributions of approximately $50,000 and $62,000, respectively. 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 ONA-XR. Upon completion of specific performance-based milestones under the Tyligand Process Development Agreement, in August 2021, the Company and Tyligand entered into a license agreement (the “Tyligand License Agreement”) whereby Tyligand was granted the exclusive right to ONA-XR and was solely responsible for the development and commercialization of ONA-XR in China, Hong Kong and Macau. The Company retained rights in the rest of the world to commercialize ONA-XR. In August 2024, the Company and Tyligand mutually agreed to terminate the Tyligand License Agreement, and any ongoing payment obligations the Company may have had to Tyligand under the Tyligand Process Development Agreement. Collaboration and Licensing Agreement with Integral Molecular In April 2021, the Company entered into a collaboration and licensing agreement with Integral Molecular, Inc. (“Integral”) (the “Integral License Agreement”) for the development of a CLDN6 bispecific 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 CLDN6. 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 payment for the initial upfront license fee as well as subsequent payments for milestones achieved were expensed to acquired in-process research and development. As a part of the agreement, Integral was eligible to receive remaining development and regulatory milestone payments totaling approximately $55.0 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. On March 20, 2023, the Company amended the Integral License Agreement (“First Amendment”) 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. On February 29, 2024, the Company further amended the Integral License Agreement (“Second Amendment”) to reflect updated financial terms. Integral’s right to receive certain future payments was reduced as follows: aggregate development and regulatory milestone payments were reduced from $55 million to $15 million, aggregate sales milestone payments were reduced from $130 million to $12.5 million, and a tiered royalty of 8-12% that commenced at first commercial sale was reduced to a flat royalty rate of 6% on net sales beginning no sooner than February 1, 2034. The Second Amendment also narrowed the license grant from Integral to the Company to only cover CTIM-76, removed any further obligation to reimburse Integral for any third-party research funding Integral applied against CTIM-76 research, and included mutual releases by the parties. Asset Purchase Agreement On July 9, 2024, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) pursuant to which the Company acquired CT-95 (formerly known as LNK-101), an MSLN x CD3 T cell engaging bispecific antibody, from Link (assignment for the benefit of creditors), LLC (“Link”), which succeeded to the assets of Link Immunotherapeutics Inc. Pursuant to the Asset Purchase Agreement, the Company purchased all of the assets from Link associated with CT-95, including patent rights, know-how, regulatory filings, and inventory of drug substance and drug product (the “Transferred Assets”), on an “as is” and “where is” basis. CT-95 patents are currently being prosecuted and/or maintained in the United States, Europe, Canada, Australia and Taiwan. The Company also assumed certain liabilities relating to the Transferred Assets. In consideration of the purchase of the Transferred Assets, the Company made a one-time payment to Link of $3.75 million and is not obligated to make any other payments. This transaction qualified as an asset purchase as prescribed by ASC 805-50 and the assets purchased were determined to have no alternative future use under the accounting definition, and therefore the Company expensed the one time payment as a component of research and development expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024. Collaboration and Licensing Agreement with BioAtla On September 23, 2024, the Company entered into a license agreement (the “BioAtla License Agreement”) with BioAtla, Inc. ("BioAtla"), pursuant to which the Company obtained an exclusive, worldwide license to develop, manufacture and commercialize two licensed antibodies (the “BioAtla Assets”), including BA3362 (renamed by the Company as CT-202), BioAtla’s Nectin-4 x CD3 T cell engaging bispecific antibody. As partial consideration for the exclusive license under the BioAtla License Agreement, the Company made an upfront payment of $11.0 million for the IPR&D asset which was determined to have no alternative future use under the accounting definition. Therefore, the upfront payment was expensed as a component of research and development expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024. The Company may be obligated to pay up to $122.5 million in additional milestone payments based upon the achievement of specified pre-clinical, clinical, development and commercial milestones, as well as tiered mid-single digit to low double-digit royalties on future net sales for products containing the BioAtla Assets, subject to standard reductions. The BioAtla License Agreement will continue on a country-by-country, product-by-product basis until the expiration of the royalty term as defined in the BioAtla License Agreement, unless earlier terminated. 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.

Risks and Liquidity - Narrative (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Risks And Liquidity [Abstract]
Accumulated deficit	$ 91,436,786	$ 68,054,590
Cash and cash equivalents	$ 84,801,556	$ 14,449,827

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical)	3 Months Ended
	Sep. 30, 2024 USD ($)
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 5,234,020

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2024		December 31, 2023
Compensation and benefits	$	627,400	$	652,804
Research and development costs	458,271		1,084,009
Professional fees	23,776		63,393
Other	89,758		8,493
Total	$	1,199,205	$	1,808,699

Share-based Compensation - Schedule of Share-Based Activity (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Number of Options
Outstanding at beginning of period ( in shares)	2,164,031
Granted during the period (in shares)	1,230,604
Forfeited (in shares)	(135,020)
Outstanding at period end (in shares)	3,259,615	2,164,031
Exercisable at period end (in shares)	1,383,123
Vested and expected to vest at period end (in shares)	3,259,615
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)	$ 2.20
Granted (in dollars per share)	1.51
Forfeited (in dollars per share)	1.30
Outstanding at period end (in dollars per share)	1.97	$ 2.20
Exercisable at period end (in dollars per share)	2.77
Vested and expected to vest at period end (in dollars per share)	$ 1.97
Weighted Average Remaining Contractual Term (years)
Outstanding at beginning of period	8 years 4 months 24 days	8 years 4 months 24 days
Outstanding at end of period	8 years 4 months 24 days	8 years 4 months 24 days
Vested and exercisable at September 30, 2024	7 years 6 months
Vested and expected to vest at September 30, 2024	8 years 4 months 24 days
Aggregate Intrinsic Value
Outstanding at January 1, 2024	$ 260,688
Outstanding at September 30, 2024	1,715,314	$ 260,688
Vested and exercisable at September 30, 2024	519,934
Vested and expected to vest at September 30, 2024	$ 1,715,314

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals and estimates that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2024, and its results of operations and cash flows for the three and nine months ended September 30, 2024 and 2023. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The unaudited condensed consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2023. The consolidated financial information as of December 31, 2023 included herein has been derived from the annual audited consolidated financial statements.
Principles of Consolidation	The unaudited condensed consolidated financial statements include the accounts of the Company, Context Therapeutics LLC, Context Biopharma, Inc. and Context Ireland Ltd., the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of the revisions are reflected in the accompanying unaudited condensed consolidated financial statements in the period they are determined to be necessary. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, share-based compensation arrangements, the fair value of warrants, and in recording the prepayments, accruals and associated expense for research and development activities performed for the Company by third parties.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents and accounts payable, approximate their fair values given their short-term nature.
Cash and Cash Equivalents	Cash and Cash Equivalents 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.
Deferred Offering Costs	Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, the costs are recorded as a reduction of additional paid-in capital generated as a result of such offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations.
Property and Equipment	Property and Equipment Property and equipment consist of office equipment, furniture, and leasehold improvements and are recorded at cost. Property and equipment are 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	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 condensed 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 the 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 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 acquired IPR&D as well as future product development milestones are initially treated as the acquisition of an asset but then immediately expensed as there is no future alternative use under the accounting guidance for the asset. These payments are reflected as a component of research and development expense as well as an investing activity outflow on the Company’s condensed consolidated statements of cash flows due to the nature of the underlying acquisition of an asset. See Note 8 for further discussion.
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, acquired IPR&D, 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 patient 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 unaudited condensed 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 condensed consolidated statements of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The Company estimates the fair value of employee and non-employee stock awards as of the date of grant using the Black-Scholes option pricing model. The Company lacks Company-specific historical and implied volatility information. Therefore, management estimates the expected share price volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded share price. The expected term of the Company’s stock awards has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” stock awards. The risk-free interest rate is determined by reference to the yield curve of a zero-coupon U.S. Treasury bond on the date of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.
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, including pre-funded warrants to purchase shares of common stock that were issued in the private placement transaction in May 2024 (Note 6). 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 (excluding pre-funded 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.
Emerging Growth Company Status	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 unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Recently Issued but Not yet Adopted Accounting Pronouncements	Recently Issued but Not yet Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the effect of this pronouncement on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

Share-based Compensation

9 Months Ended

Sep. 30, 2024

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 of directors may determine that there will be no such increase or a smaller increase for any particular year. As of September 30, 2024, 223,115 shares remained available for future grants.

In addition, from time to time, the Company makes inducement grants of stock options to new hires, which awards are made pursuant to the Nasdaq’s inducement grant exception to the shareholder approval requirement for grants of equity compensation. During the nine months ended September 30, 2024, the Company granted inducement stock options covering 317,407 shares of the Company’s common stock to new employees.

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 September 2034.

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 three and nine months ended September 30, 2024 and 2023:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Research and development	$	25,811	$	13,506	$	21,765	$	48,675
General and administrative	187,191		241,443		588,281		772,139
	$	213,002	$	254,949	$	610,046	$	820,814

The weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of share-based awards granted to employees during the nine months ended September 30, 2024 and 2023 were as follows:


	2024	2023
Expected stock price volatility	95.52%	91.98%
Risk-free interest rate	4.13%	3.86%
Expected term (in years)	6.00	6.00
Expected dividend yield	—	—

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, 2024	2,164,031	$	2.20	8.4	$	260,688
Granted	1,230,604	$	1.51
Forfeited	(135,020)	$	1.30
Outstanding at September 30, 2024	3,259,615	$	1.97	8.4	$	1,715,314
Vested and exercisable at September 30, 2024	1,383,123	$	2.77	7.5	$	519,934
Vested and expected to vest at September 30, 2024	3,259,615	$	1.97	8.4	$	1,715,314

The weighted average fair value of share-based awards granted during the nine months ended September 30, 2024 and 2023 was $1.19 and $0.65, respectively. As of September 30, 2024, the unrecognized compensation cost related to outstanding share-based awards was $1.8 million and is expected to be recognized as expense over a weighted-average period of approximately 2.8 years.

Stockholders' Equity - Schedule of Warrants Outstanding (Details) - $ / shares	Sep. 30, 2024	Mar. 31, 2022
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	11,342,741
Issued in connection with 2021 IPO
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	250,000
Warrant exercise price (in dollars per share)	$ 6.25
Issued in connection with 2021 private placement
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	5,250,000
Warrant exercise price (in dollars per share)	$ 6.25
Issued in 2022 for 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
Issued in connection with 2024 private placement
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	5,482,741
Warrant exercise price (in dollars per share)	$ 0.001

Fair Value Measurements - Schedule of assets and liabilities measured at fair value on a recurring basis (Details) - Recurring - Money market funds - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Financial assets
Cash equivalents	$ 84,304,470	$ 14,017,306
Level 1
Financial assets
Cash equivalents	84,304,470	14,017,306
Level 2
Financial assets
Cash equivalents	0	0
Level 3
Financial assets
Cash equivalents	$ 0	$ 0

Risks and Liquidity	9 Months Ended
Risks and Liquidity	Sep. 30, 2024
Risks And Liquidity [Abstract]
Risks and Liquidity	Risks and Liquidity The Company has incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $91.4 million as of September 30, 2024. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant revenues from its current or any future product candidates. The Company believes its cash and cash equivalents of $84.8 million as of September 30, 2024 are sufficient to fund its projected operations for a period of at least 12 months from the issuance date of these unaudited condensed consolidated financial statements. Substantial additional funding will be needed by the Company to fund its operations and to commercially develop its current and any future product candidates. Management plans to seek additional capital in the future through a combination of equity offerings, debt financings, collaborations, strategic transactions and/or marketing, distribution or licensing arrangements 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. There is no assurance that such financing will be available when needed or on acceptable terms. Various internal and external factors will affect whether and when the Company’s current or any future product candidates become approved for marketing and successful commercialization. The regulatory approval and market acceptance of the Company’s current and any future product candidates, length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the approval process will materially affect the Company’s financial condition and future operations. The Company faces risks associated with companies whose products are in development. These risks include the need for additional financing to complete its research and development, achieving its research and development objectives, defending its intellectual property rights, recruiting and retaining skilled personnel, and dependence on key members of management, among others.

Commitment and Contingencies, including License Agreements - Operating Lease (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jul. 31, 2024 lease_renewal	Dec. 31, 2023 USD ($)
Leases [Abstract]
Number of renewal options available \| lease_renewal					2
Additional renewal term					12 months
Operating lease right-of-use lease assets	$ 244,135		$ 244,135			$ 0
Operating lease liability	$ 200,000		$ 200,000
Operating lease discount rate (percent)	11.00%		11.00%
Remaining lease term	2 years 2 months 12 days		2 years 2 months 12 days
Future minimum payments due	$ 300,000		$ 300,000
Rent expense	$ 31,000	$ 18,000	$ 93,000	$ 63,000

Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Compensation and benefits	$ 627,400	$ 652,804
Research and development costs	458,271	1,084,009
Professional fees	23,776	63,393
Other	89,758	8,493
Accrued expenses and other current liabilities	$ 1,199,205	$ 1,808,699

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2024		December 31, 2023
Compensation and benefits	$	627,400	$	652,804
Research and development costs	458,271		1,084,009
Professional fees	23,776		63,393
Other	89,758		8,493
Total	$	1,199,205	$	1,808,699

Share-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	9 Months Ended
	Apr. 30, 2021	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual rate at which authorized shares of common stock increase	4.00%
Options granted (in shares)		1,230,604
Share-based award contractual life	10 years
Weighted average fair value of grants during period (in dollars per share)		$ 1.19	$ 0.65
Unrecognized compensation expense		$ 1.8
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
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)		317,407
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock authorized for issuance (in shares)	1,266,092
Shares of common stock available for grant (in shares)		223,115
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected period for recognition		2 years 9 months 18 days

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Schedule of Warrants Outstanding

At September 30, 2024, 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
Issued in connection with 2024 private placement	5,482,741	$	0.001	No expiration
	11,342,741

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
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 issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	200,000,000	100,000,000
Common stock, shares issued (in shares)	74,998,312	15,966,053
Common stock, shares outstanding (in shares)	74,998,312	15,966,053

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 16,825,198	$ 4,485,223	$ 20,182,960	$ 12,480,836
General and administrative	1,876,230	1,695,272	5,430,518	5,658,575
Loss from operations	(18,701,428)	(6,180,495)	(25,613,478)	(18,139,411)
Interest income	1,243,687	290,440	2,236,188	939,256
Other (expense) income	(2,152)	15,369	(4,906)	5,830
Net loss	$ (17,459,893)	$ (5,874,686)	$ (23,382,196)	$ (17,194,325)
Net income (loss) per share - basic (in dollars per share)	$ (0.22)	$ (0.37)	$ (0.46)	$ (1.08)
Net income (loss) per share - diluted (in dollars per share)	$ (0.22)	$ (0.37)	$ (0.46)	$ (1.08)
Weighted average common shares outstanding - basic (in shares)	80,481,053	15,966,053	50,578,115	15,966,053
Weighted average common shares outstanding - diluted (in shares)	80,481,053	15,966,053	50,578,115	15,966,053

Share-based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 213,002	$ 254,949	$ 610,046	$ 820,814
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	25,811	13,506	21,765	48,675
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 187,191	$ 241,443	$ 588,281	$ 772,139

Commitment and Contingencies, including License Agreements - Collaboration Agreements (Details) - Integral - Collaborative Arrangement, Transaction with Party to Collaborative Arrangement - USD ($) $ in Millions	Sep. 30, 2024	Feb. 29, 2024	Apr. 30, 2021
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Maximum development and regulatory milestone payments	$ 55.0	$ 15.0	$ 55.0
Maximum sales milestone payments		$ 12.5	$ 130.0
Tiered royalty payment, percent (up to)		6.00%	12.00%
Minimum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Tiered royalty payment, percent (up to)			800.00%
Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Tiered royalty payment, percent (up to)			12.00%

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 04, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-40654
Entity Registrant Name	CONTEXT THERAPEUTICS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3738787
Entity Address, Address Line One	2001 Market Street,
Entity Address, Address Line Two	Suite 3915, Unit #15
Entity Address, City or Town	Philadelphia,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	267
Local Phone Number	225-7416
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CNTX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		74,998,312
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001842952
Current Fiscal Year End Date	--12-31

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on 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:


			September 30, 2024
	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)	$	84,304,470	$	84,304,470	$	—	$	—


			December 31, 2023
	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)	$	14,017,306	$	14,017,306	$	—	$	—

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (17,459,893)	$ (2,254,506)	$ (3,667,797)	$ (5,874,686)	$ (5,011,321)	$ (6,308,318)	$ (23,382,196)	$ (17,194,325)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Share-based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

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 three and nine months ended September 30, 2024 and 2023:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Research and development	$	25,811	$	13,506	$	21,765	$	48,675
General and administrative	187,191		241,443		588,281		772,139
	$	213,002	$	254,949	$	610,046	$	820,814

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


	2024	2023
Expected stock price volatility	95.52%	91.98%
Risk-free interest rate	4.13%	3.86%
Expected term (in years)	6.00	6.00
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, 2024	2,164,031	$	2.20	8.4	$	260,688
Granted	1,230,604	$	1.51
Forfeited	(135,020)	$	1.30
Outstanding at September 30, 2024	3,259,615	$	1.97	8.4	$	1,715,314
Vested and exercisable at September 30, 2024	1,383,123	$	2.77	7.5	$	519,934
Vested and expected to vest at September 30, 2024	3,259,615	$	1.97	8.4	$	1,715,314

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (23,382,196)	$ (17,194,325)
Adjustments to reconcile net loss to net cash used in operating activities:
Acquired in-process research and development charge	14,750,000	0
Share-based compensation expense	610,046	820,814
Depreciation and amortization expense	7,947	9,476
Reduction in the carrying amount of operating lease right-of-use asset	16,503	51,967
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	328,119	1,062,681
Other assets	0	32,750
Accounts payable	(1,354,349)	891,478
Accrued expenses and other current liabilities	(609,494)	559,791
Operating lease liability	(16,278)	(55,078)
Cash used in operating activities	(9,649,702)	(13,820,446)
Cash flows from investing activities:
Acquired in-process research and development	(14,750,000)	0
Purchase of property and equipment	(7,316)	0
Cash used in investing activities	(14,757,316)	0
Cash flows from financing activities:
Proceeds from issuance of private placement	94,758,747	0
Cash provided by financing activities	94,758,747	0
Net increase (decrease) in cash and cash equivalents	70,351,729	(13,820,446)
Cash and cash equivalents at beginning of period	14,449,827	35,497,445
Cash and cash equivalents at end of period	84,801,556	21,676,999
Supplemental Cash Flow Information [Abstract]
Right-of-use asset obtained in exchange for lease obligation	$ 260,638	$ 0

Commitment and Contingencies, including License Agreements - Employee Benefit Plans (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Maximum annual contributions per employee, percent			100.00%
Employer matching contribution, percent of employees compensation			3.00%
Employer contribution amount	$ 9,000	$ 7,000	$ 50,000	$ 62,000

Share-based Compensation - Schedule of Assumptions Used to Determine Fair Value of Share-Based Awards (Details) - Stock options	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	95.52%	91.98%
Risk-free interest rate	4.13%	3.86%
Expected term (in years)	6 years	6 years
Expected dividend yield	0.00%	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 84,801,556	$ 14,449,827
Prepaid expenses and other current assets	1,269,265	1,597,384
Total current assets	86,070,821	16,047,211
Property and equipment, net	14,893	15,524
Operating lease right-of-use lease assets	244,135	0
Total assets	86,329,849	16,062,735
Current liabilities:
Accounts payable	1,028,667	2,383,016
Accrued expenses and other current liabilities	1,199,205	1,808,699
Operating lease liabilities - current	104,160	0
Total current liabilities	2,332,032	4,191,715
Operating lease liabilities - non-current	140,200	0
Total liabilities	2,472,232	4,191,715
Commitments and Contingencies
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; 200,000,000 and 100,000,000 shares authorized at September 30, 2024 and December 31, 2023, respectively; 74,998,312 and 15,966,053 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	74,998	15,966
Additional paid-in capital	175,219,405	79,909,644
Accumulated deficit	(91,436,786)	(68,054,590)
Total stockholders' equity	83,857,617	11,871,020
Total liabilities and stockholders' equity	$ 86,329,849	$ 16,062,735
Common stock, shares authorized (in shares)	200,000,000	100,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares outstanding (in shares)	74,998,312	15,966,053

Commitment and Contingencies, including License Agreements - Collaboration and License Agreements (Details) $ in Thousands	Sep. 23, 2024 USD ($)	Jul. 09, 2024 USD ($)	Mar. 31, 2024 antibody
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
One-time payment made to the Seller		$ 3,750
BioAtla, Inc. [Member] \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
One-time payment made to the Seller	$ 11,000
Number of licensed antibodies to be commercialized \| antibody			2
Additional milestone payments that may be due	$ 122,500

Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Stockholders' Equity

Increase to Authorized Shares

On September 17, 2024, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved, among other things, an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000.

Private Placement

On May 1, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) for the private placement (the “Private Placement”) of (i) 59,032,259 shares (the “Shares”) of the Company’s common stock at a purchase price of $1.55 per Share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 5,482,741 shares of common stock at a purchase price of $1.549 per Pre-Funded Warrant. The Pre-Funded Warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full. As of September 30, 2024, the Pre-Funded Warrants had not been exercised. The aggregate gross proceeds for the Private Placement were approximately $100 million, before deducting offering expenses of approximately $5.2 million, and the Private Placement closed on May 6, 2024.

Warrants for Common Stock

In connection with the Company’s initial public offering (“IPO”) and private placement in 2021, the Company issued warrants to purchase shares of 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.

At September 30, 2024, 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
Issued in connection with 2024 private placement	5,482,741	$	0.001	No expiration
	11,342,741

- Definition

The entire disclosure for equity.

+ References

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+ Details

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
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	9,119,615	8,098,609
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	3,259,615	2,238,609
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	5,860,000

Organization and Description of Business	9 Months Ended
Organization and Description of Business	Sep. 30, 2024
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 advancing T cell engaging bispecific antibodies for solid tumors. The Company’s product candidates include CTIM-76, a Claudin 6 (“CLDN6”) x CD3 bispecific antibody (“bsAb”), CT-95, a Mesothelin (“MSLN”) x CD3 bsAb, and CT-202, a Nectin-4 x CD3 bsAb. The Company had also been developing onapristone extended release (“ONA-XR”). However, in March 2023, the Company announced its plan to discontinue the development of this product candidate and focus its efforts on the development of CTIM-76. All estimated close-out costs associated with the ONA-XR program were recognized in research and development expense during the first quarter of 2023. The Company does not expect to incur future expenses related to this program. The Company was organized in April 2015 under the laws of the State of Delaware. The Company is headquartered in Philadelphia, Pennsylvania.

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ in Millions	Sep. 30, 2024 USD ($)
Accounting Policies [Abstract]
Uninsured amount	$ 84.3

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

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	September 30,
	2024	2023
Stock options	3,259,615	2,238,609
Warrants	5,860,000	5,860,000
	9,119,615	8,098,609

Stockholders' Equity - Narrative (Details) - USD ($)		9 Months Ended
Stockholders' Equity - Narrative (Details) - USD ($)	May 01, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 17, 2024	Sep. 16, 2024	Dec. 31, 2023	Mar. 31, 2022
Class of Warrant or Right [Line Items]
Common stock, shares authorized (in shares)		200,000,000		200,000,000	100,000,000	100,000,000
Proceeds from issuance of private placement		$ 94,758,747	$ 0
Warrants prior to conversion (in shares)		11,342,741
Issued in 2022 for consulting services
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share)		$ 10.00					$ 10.00
Warrants prior to conversion (in shares)		360,000					360,000
Warrants, term from date of issuance							5 years 9 months 3 days
Private Placement
Class of Warrant or Right [Line Items]
Number of shares issued in transaction	59,032,259
Sale of stock, price per share (in dollars per share)	$ 1.55
Number of securities called by warrants (in shares)	5,482,741
Common stock purchase price for each warrant (in usd per share)	$ 1.549
Warrant exercise price (in dollars per share)	$ 0.001
Proceeds from issuance of private placement	$ 100,000,000
Offering costs	$ 5,200,000

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		15,966,053
Beginning balance at Dec. 31, 2022	$ 34,758,366	$ 15,966	$ 78,832,779	$ (44,090,379)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	282,762		282,762
Net loss	(6,308,318)			(6,308,318)
Ending balance (in shares) at Mar. 31, 2023		15,966,053
Ending balance at Mar. 31, 2023	28,732,810	$ 15,966	79,115,541	(50,398,697)
Beginning balance (in shares) at Dec. 31, 2022		15,966,053
Beginning balance at Dec. 31, 2022	34,758,366	$ 15,966	78,832,779	(44,090,379)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(17,194,325)
Ending balance (in shares) at Sep. 30, 2023		15,966,053
Ending balance at Sep. 30, 2023	18,384,855	$ 15,966	79,653,593	(61,284,704)
Beginning balance (in shares) at Mar. 31, 2023		15,966,053
Beginning balance at Mar. 31, 2023	28,732,810	$ 15,966	79,115,541	(50,398,697)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	283,103		283,103
Net loss	(5,011,321)			(5,011,321)
Ending balance (in shares) at Jun. 30, 2023		15,966,053
Ending balance at Jun. 30, 2023	24,004,592	$ 15,966	79,398,644	(55,410,018)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	254,949		254,949
Net loss	(5,874,686)			(5,874,686)
Ending balance (in shares) at Sep. 30, 2023		15,966,053
Ending balance at Sep. 30, 2023	18,384,855	$ 15,966	79,653,593	(61,284,704)
Beginning balance (in shares) at Dec. 31, 2023		15,966,053
Beginning balance at Dec. 31, 2023	11,871,020	$ 15,966	79,909,644	(68,054,590)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	240,007		240,007
Net loss	(3,667,797)			(3,667,797)
Ending balance (in shares) at Mar. 31, 2024		15,966,053
Ending balance at Mar. 31, 2024	8,443,230	$ 15,966	80,149,651	(71,722,387)
Beginning balance (in shares) at Dec. 31, 2023		15,966,053
Beginning balance at Dec. 31, 2023	11,871,020	$ 15,966	79,909,644	(68,054,590)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(23,382,196)
Ending balance (in shares) at Sep. 30, 2024		74,998,312
Ending balance at Sep. 30, 2024	83,857,617	$ 74,998	175,219,405	(91,436,786)
Beginning balance (in shares) at Mar. 31, 2024		15,966,053
Beginning balance at Mar. 31, 2024	8,443,230	$ 15,966	80,149,651	(71,722,387)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of common stock and prefunded warrants, net of offering costs (in shares)		59,032,259
Sale of common stock and prefunded warrants, net of offering costs of $5,234,020	94,758,747	$ 59,032	94,699,715	0
Share-based compensation expense	157,037		157,037
Net loss	(2,254,506)			(2,254,506)
Ending balance (in shares) at Jun. 30, 2024		74,998,312
Ending balance at Jun. 30, 2024	101,104,508	$ 74,998	175,006,403	(73,976,893)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	213,002		213,002
Net loss	(17,459,893)			(17,459,893)
Ending balance (in shares) at Sep. 30, 2024		74,998,312
Ending balance at Sep. 30, 2024	$ 83,857,617	$ 74,998	$ 175,219,405	$ (91,436,786)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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-Topic 210
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-Section S99
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+ Details

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

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

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals and estimates that impact the unaudited condensed consolidated

financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2024, and its results of operations and cash flows for the three and nine months ended September 30, 2024 and 2023. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The unaudited condensed consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2023. The consolidated financial information as of December 31, 2023 included herein has been derived from the annual audited consolidated financial statements.

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

Use of Estimates

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

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

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts.

Fair Value of Financial Instruments

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

Cash and Cash Equivalents

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 September 30, 2024, the Company’s cash and cash equivalent balances exceeded federally insured limits by approximately $84.3 million.

Deferred Offering Costs

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

Property and Equipment

Property and equipment consist of office equipment, furniture, and leasehold improvements and are recorded at cost. Property and equipment are 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 condensed 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 the 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 acquired IPR&D as well as future product development milestones are initially treated as the acquisition of an asset but then immediately expensed as there is no future alternative use under the accounting guidance for the asset. These payments are reflected as a component of research and development expense as well as an investing activity outflow on the Company’s condensed consolidated statements of cash flows due to the nature of the underlying acquisition of an asset. See Note 8 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, acquired IPR&D, 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 patient 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 unaudited condensed 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 condensed consolidated statements of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified.

The Company estimates the fair value of employee and non-employee stock awards as of the date of grant using the Black-Scholes option pricing model. The Company lacks Company-specific historical and implied volatility information. Therefore, management estimates the expected share price volatility based on the historical volatility of a publicly traded set of peer

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

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, including pre-funded warrants to purchase shares of common stock that were issued in the private placement transaction in May 2024 (Note 6). 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 (excluding pre-funded 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:


	September 30,
	2024	2023
Stock options	3,259,615	2,238,609
Warrants	5,860,000	5,860,000
	9,119,615	8,098,609

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

Recently Issued but Not yet Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

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:


			September 30, 2024
	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)	$	84,304,470	$	84,304,470	$	—	$	—


			December 31, 2023
	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)	$	14,017,306	$	14,017,306	$	—	$	—

- 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.

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+ Details