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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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Context Therapeutics Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Avidity Partners Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,302,808.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Avidity Partners Management (GP) LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,302,808.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Avidity Capital Partners Fund (GP) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,302,808.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Avidity Capital Partners (GP) LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,302,808.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Avidity Private Master Fund I LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,364,795.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Michael Gregory | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,302,808.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Context Therapeutics Inc. | |
| (b) | Address of issuer's principal executive offices:
2001 Market Street, Suite 3915, Unit #15, Philadelphia, Pennsylvania 19103 | |
| Item 2. | ||
| (a) | Name of person filing:
Avidity Partners Management LP
Avidity Partners Management (GP) LLC
Avidity Capital Partners Fund (GP) LP
Avidity Capital Partners (GP) LLC
Avidity Private Master Fund I LP
Michael Gregory | |
| (b) | Address or principal business office or, if none, residence:
Avidity Partners Management LP
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
Avidity Partners Management (GP) LLC
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
Avidity Capital Partners Fund (GP) LP
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
Avidity Capital Partners (GP) LLC
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
Avidity Private Master Fund I LP
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
Michael Gregory
c/o Avidity Partners Management LP
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America | |
| (c) | Citizenship:
Avidity Partners Management LP - Delaware
Avidity Partners Management (GP) LLC - Delaware
Avidity Capital Partners Fund (GP) LP - Delaware
Avidity Capital Partners (GP) LLC - Delaware
Avidity Private Master Fund I LP - Cayman Islands
Michael Gregory - United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Avidity Partners Management LP - 8,302,808
Avidity Partners Management (GP) LLC - 8,302,808
Avidity Capital Partners Fund (GP) LP - 8,302,808
Avidity Capital Partners (GP) LLC - 8,302,808
Avidity Private Master Fund I LP - 7,364,795
Michael Gregory - 8,302,808 | |
| (b) | Percent of class:
Avidity Partners Management LP - 8.7%
Avidity Partners Management (GP) LLC - 8.7%
Avidity Capital Partners Fund (GP) LP - 8.7%
Avidity Capital Partners (GP) LLC - 8.7%
Avidity Private Master Fund I LP - 7.7%
Michael Gregory - 8.7% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Avidity Partners Management LP - 0
Avidity Partners Management (GP) LLC - 0
Avidity Capital Partners Fund (GP) LP - 0
Avidity Capital Partners (GP) LLC - 0
Avidity Private Master Fund I LP - 0
Michael Gregory - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Avidity Partners Management LP - 8,302,808
Avidity Partners Management (GP) LLC - 8,302,808
Avidity Capital Partners Fund (GP) LP - 8,302,808
Avidity Capital Partners (GP) LLC - 8,302,808
Avidity Private Master Fund I LP - 7,364,795
Michael Gregory - 8,302,808 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Avidity Partners Management LP - 0
Avidity Partners Management (GP) LLC - 0
Avidity Capital Partners Fund (GP) LP - 0
Avidity Capital Partners (GP) LLC - 0
Avidity Private Master Fund I LP - 0
Michael Gregory - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Avidity Partners Management LP - 8,302,808
Avidity Partners Management (GP) LLC - 8,302,808
Avidity Capital Partners Fund (GP) LP - 8,302,808
Avidity Capital Partners (GP) LLC - 8,302,808
Avidity Private Master Fund I LP - 7,364,795
Michael Gregory - 8,302,808 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 5 are directly owned by advisory clients of Avidity Partners Management LP. None of those advisory clients, other than Avidity Private Master Fund I LP, may be deemed to beneficially own more than 5% of the Common Stock, par value $0.001 per share. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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[Exhibit A - Joint Filing Agreement]
[Exhibit B - Control Person Identification] |
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13G Amendment No. 5 dated May 12, 2026 relating to the Common Stock, par value $0.001 per share, of Context Therapeutics Inc. shall be filed on behalf of the undersigned.
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AVIDITY PARTNERS MANAGEMENT LP By: Avidity Partners Management (GP) LLC, its general partner
By: /s/ Michael Gregory | |
| Name: Michael Gregory | |
| Title: Managing Member |
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AVIDITY PARTNERS MANAGEMENT (GP) LLC
By: /s/ Michael Gregory | |
| Name: Michael Gregory | |
| Title: Managing Member |
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AVIDITY CAPITAL PARTNERS FUND (GP) LP By: Avidity Capital Partners (GP) LLC, its general partner
By: /s/ Michael Gregory | |
| Name: Michael Gregory | |
| Title: Managing Member |
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AVIDITY CAPITAL PARTNERS (GP) LLC
By: /s/ Michael Gregory | |
| Name: Michael Gregory | |
| Title: Managing Member |
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AVIDITY PRIVATE MASTER FUND I LP By: Avidity Capital Partners Fund (GP) LP, its general partner By: Avidity Capital Partners (GP) LLC, its general partner
By: /s/ Michael Gregory | |
| Name: Michael Gregory | |
| Title: Managing Member |
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MICHAEL GREGORY
By: /s/ Michael Gregory |
Exhibit B
CONTROL PERSON IDENTIFICATION
Avidity Partners Management LP is the relevant entity for which Michael Gregory may be considered a control person.