Context Therapeutics Inc.

Previous wording

We are a clinical-stage biopharmaceutical company advancing TCE bispecific antibodies for solid tumors. Our goal is to build an innovative portfolio of TCE bispecific therapeutics, including CTIM-76, a CLDN6 x CD3 TCE, CT-95, an MSLN x CD3 TCE, and CT-202, a Nectin-4 x CD3 TCE.

Current wording

We are a clinical-stage biopharmaceutical company advancing TCE bispecific antibodies for solid tumors. Our goal is to build an innovative portfolio of TCE bispecific therapeutics, including CTIM-76, a CLDN6 x CD3 TCE, and CT-202, a Nectin-4 x CD3 TCE.

Previous wording

CTIM-76 is a CLDN6 x CD3 TCE that is intended to redirect T-cell-mediated lysis toward malignant cells expressing CLDN6. CLDN6 is a tight junction membrane protein target expressed in multiple solid tumors and absent from or expressed at low levels in healthy adult tissues. IND-enabling studies on CTIM-76 have been completed. On May 2, 2024, we announced the FDA cleared our IND application to support the initiation of a Phase 1 dose escalation and expansion trial of CTIM-76 in patients with CLDN6-positive gynecologic and testicular cancers. We dosed the first patient in our CTIM-76 Phase 1 clinical trial in January 2025. On April 2, 2026, the FDA granted Fast Track designation to CTIM-76 for the treatment of platinum-resistant ovarian cancer in patients that have received all standard of care therapies. We expect to share Phase 1a interim data for the CTIM-76 trial in June 2026.

Current wording

CTIM-76 is a CLDN6 x CD3 TCE that is intended to redirect T-cell-mediated lysis toward malignant cells expressing CLDN6. CLDN6 is a tight junction membrane protein target expressed in multiple solid tumors and absent from or expressed at low levels in healthy adult tissues. On May 2, 2024, we announced the FDA cleared our IND application to support the initiation of a Phase 1 dose escalation and expansion trial of CTIM-76 in patients with CLDN6-positive gynecologic and testicular cancers. We dosed the first patient in our CTIM-76 Phase 1 clinical trial in January 2025. On April 2, 2026, the FDA granted Fast Track designation to CTIM-76 for the treatment of platinum-resistant ovarian cancer in patients that have received all standard of care therapies. We presented interim Phase 1a clinical data for our CTIM-76 trial in June 2026.

Previous wording

CT-202 is a Nectin-4 x CD3 TCE that targets Nectin-4, a cell surface protein that is highly and frequently overexpressed in a variety of solid tumors, including bladder, colorectal, lung and breast. Nectin-4 is a clinically validated target for cancer therapy using a traditional antibody-drug conjugate, but it is also associated with certain adverse events, including neuropathy and rash. CT-202 is a pH-dependent TCE that is designed to be preferentially active within the tumor microenvironment. In April 2026, we received Human Research Ethics Committee approval and Clinical Trial Notification acknowledgement by the Australian Therapeutic Goods Administration to initiate a first-in-human Phase 1 clinical trial of CT-202. We expect to dose the first patient in our CT-202 Phase 1 clinical trial in the third quarter of 2026.

Current wording

CT-202 is a Nectin-4 x CD3 TCE that targets Nectin-4, a cell surface protein that is highly and frequently overexpressed in a variety of solid tumors, including bladder, colorectal, lung and breast. Nectin-4 is a clinically validated target for cancer therapy using a traditional antibody-drug conjugate, but it is also associated with certain adverse events, including neuropathy and rash. CT-202 is a pH-dependent TCE that is designed to be preferentially active within the tumor microenvironment. In April 2026, we received Human Research Ethics Committee approval and Clinical Trial Notification acknowledgement by the Australian Therapeutic Goods Administration to initiate a first-in-human Phase 1 clinical trial of CT-202. The first patient in our Phase 1 clinical trial evaluating CT-202 in patients with Nectin-4-positive urothelial, colorectal, and triple-negative breast cancers is expected to be dosed in the third quarter of 2026. We also expect to share initial Phase 1a data from the CT-202 trial in the second half of 2027.

Previous wording

CT-95 is an MSLN x CD3 TCE that is intended to redirect T-cell-mediated lysis toward malignant cells expressing MSLN. MSLN is a membrane protein overexpressed in approximately 30% of cancers. We dosed the first patient in our CT-95 Phase 1 trial in April 2025. We expect to share Phase 1a interim data for the CT-95 trial in September 2026.

Current wording

CT-95 is an MSLN x CD3 TCE that is intended to redirect T-cell-mediated lysis toward malignant cells expressing MSLN. The first patient in our CT-95 Phase 1 trial was dosed in April 2025. We expect to wind down the CT-95 Phase 1 trial promptly in connection with our decision to discontinue internal development of CT-95.

Previous wording

We were incorporated in April 2015 under the laws of the State of Delaware. Since inception, we have devoted substantially all of our resources to developing product and technology rights, conducting research and development, organizing and staffing our company, business planning and raising capital. We operate as one business segment and have incurred recurring losses, the majority of which are attributable to research and development activities, and negative cash flows from operations. We have funded our operations primarily through the sale of common stock, warrants, convertible debt, and convertible preferred stock. Our net loss was $8.7 million for the three months ended March 31, 2026. As of March 31, 2026, we had an accumulated deficit of $139.6 million.

Current wording

We were incorporated in April 2015 under the laws of the State of Delaware. Since inception, we have devoted substantially all of our resources to developing product and technology rights, conducting research and development, organizing and staffing our company, business planning and raising capital. We operate as one business segment and have incurred recurring losses, the majority of which are attributable to research and development activities, and negative cash flows from operations. We have funded our operations primarily through the sale of common stock, warrants, convertible debt, and convertible preferred stock. Our net loss was $23.2 million for the six months ended June 30, 2026. As of June 30, 2026, we had an accumulated deficit of $154.1 million.

Previous wording

In April 2021, we entered into a collaboration and licensing agreement with Integral Molecular, Inc. (“Integral”) (the “Integral License Agreement”) for the development of a CLDN6 bsAb for cancer therapy. On February 29, 2024, we further amended (the "Second Amendment") the Research Collaboration and License Agreement (the “Integral License Agreement”, as amended) with Integral to reflect updated financial terms. In the course of our further due diligence review of CTIM-76, we determined that certain of the licensed rights under the Integral License Agreement may incorporate intellectual property rights currently held by a third party. Specifically, at the time of the Second Amendment, we were aware of issued patents in the United States and certain foreign jurisdictions expiring in January 2034, and then in 2025 became aware of a patent that issued in the United States expiring in March 2042, in each instance that potentially covers certain parts of the intellectual property included in CTIM-76.While we believe we will have reasonable defenses against any potential claim of infringement, we may not be successful in such efforts, and we also may not be able to obtain a license to such patent on commercially reasonable terms, or at all.

Current wording

In April 2021, we entered into a collaboration and licensing agreement with Integral Molecular, Inc. (“Integral”) for the development of a CLDN6 bispecific antibodies for cancer therapy. On February 29, 2024, we further amended (the "Integral Second Amendment") the collaboration and licensing agreement with Integral (as amended, the “Integral License Agreement”) to reflect updated financial terms. In the course of our further due diligence review of CTIM-76, we determined that certain of the licensed rights under the Integral License Agreement may incorporate intellectual property rights currently held by a third party. Specifically, at the time of the Integral Second Amendment, we were aware of issued patents in the United States and certain foreign jurisdictions expiring in January 2034, and then in 2025 became aware of a patent that issued in the United States expiring in March 2042, in each instance that potentially covers certain parts of the intellectual property included in CTIM-76.While we believe we will have reasonable defenses against any potential claim of infringement, we may not be successful in such efforts, and we also may not be able to obtain a license to such patents on commercially reasonable terms, or at all.

Previous wording

As part of the Second Amendment, 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 us to only cover CTIM-76, removed any further obligation of us to reimburse Integral for any independently obtained research funding Integral applied against CTIM-76 research, and included mutual releases by the parties.

Current wording

As part of the Integral Second Amendment, 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 Integral Second Amendment also narrowed the license grant from Integral to us to only cover CTIM-76, removed any further obligation of us to reimburse Integral for any independently obtained research funding Integral applied against CTIM-76 research, and included mutual releases by the parties.

Previous wording

The reduced development and regulatory milestones now reflect a payment due at each of: first patient’s first screening visit in a Phase 1b/2 or Phase 2 clinical trial for CTIM-76, first patient’s first screening visit in a Phase 3 clinical trial for CTIM-76, United States marketing approval for CTIM-76, European Union marketing approval for CTIM-76, United Kingdom marketing approval for CTIM-76, and Japan marketing approval for CTIM-76. The amended commercial milestones now also reflect a payment due upon the achievement of annual net sales of $500 million and annual net sales of $1 billion.

Current wording

The reduced development and regulatory milestones now reflect a payment due at each of: (i) first patient’s first screening visit in a Phase 1b/2 or Phase 2 clinical trial for CTIM-76; (ii) first patient’s first screening visit in a Phase 3 clinical trial for CTIM-76; (iii) United States marketing approval for CTIM-76; (iv) European Union marketing approval for CTIM-76; (v) United Kingdom marketing approval for CTIM-76; (vi) and Japan marketing approval for CTIM-76. The amended commercial milestones now also reflect a payment due upon the achievement of annual net sales of $500 million and annual net sales of $1 billion.

Previous wording

On September 23, 2024, we entered into a license agreement (the “BioAtla License Agreement”) with BioAtla, Inc. ("Bioatla"), pursuant to which we 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 TCE.

Current wording

On September 23, 2024, we entered into a license agreement (the “BioAtla License Agreement”) with BioAtla, Inc. ("BioAtla"), pursuant to which we obtained an exclusive, worldwide license to develop, manufacture and commercialize two licensed antibodies (the “BioAtla Assets”), including BA3362 (renamed by us as CT-202), BioAtla’s Nectin-4 x CD3 TCE.

Previous wording

As partial consideration for the exclusive license under the BioAtla License Agreement, we made an upfront payment of $11.0 million, and BioAtla is eligible to receive 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. In October 2025, we achieved a $2.0 million development milestone under the BioAtla License Agreement.

Current wording

As partial consideration for the exclusive license under the BioAtla License Agreement, we made an upfront payment of $11.0 million, and BioAtla was eligible to receive up to $122.5 million in additional milestone payments based upon the achievement of specified preclinical, 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. As discussed below, BioAtla’s eligibility to receive these milestone payments and royalties was terminated in connection with the BioAtla License Agreement Amendment (as defined below). In October 2025, we achieved a $2.0 million development milestone under the BioAtla License Agreement, which we paid to BioAtla during the year ended December 31, 2025.

Previous wording

As of March 31, 2026, we had cash and cash equivalents of $54.5 million, which we expect will be sufficient to fund the estimated duration of the Phase 1a dose escalation portions of our CTIM-76 and CT-95 trials, the estimated expenses to initiate patient enrollment in a first-in-human trial for CT-202, as well as our operations into mid-2027. If the Company is unable to obtain additional financing, the lack of liquidity could have a material adverse effect on the Company’s future prospects.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $43.0 million. Based on our current operating plan and anticipated milestones, we believe that our cash and cash equivalents as of June 30, 2026 will be sufficient to fund our operations into the fourth quarter of 2027. If the Company is unable to obtain additional financing, the lack of liquidity could have a material adverse effect on the Company’s future prospects.

Previous wording

On December 2, 2024, we entered into a Sales Agreement (the “ATM Sales Agreement”) with Leerink Partners LLC (the “Agent”). Pursuant to the terms of the ATM Sales Agreement, we may offer and sell shares of common stock having an aggregate offering amount of up to $75.0 million from time to time through the Agent (the “ATM Shares”). Sales of the ATM Shares may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). On October 24, 2025, we entered into Amendment No. 1 to Sales Agreement (the “Amendment”, and together with the ATM Sales Agreement, the “Amended ATM Sales Agreement”) to provide for an increase in the aggregate offering amount under the Amended ATM Sales Agreement, such that following the filing of a new prospectus supplement with respect to the ATM Shares on October 24, 2025, we may offer and sell ATM Shares having an aggregate offering price of up to $75.0 million, exclusive of ATM Shares previously sold in December 2024. The Agent will be entitled to a commission from the Company of up to 3.0% of the gross proceeds from the sale of ATM Shares sold under the Amended ATM Sales Agreement.

Current wording

On December 2, 2024, we entered into a Sales Agreement (the “ATM Sales Agreement”) with Leerink Partners LLC (the “Agent”). Pursuant to the terms of the ATM Sales Agreement, we may offer and sell shares of common stock having an aggregate offering amount of up to $75.0 million from time to time through the Agent (the “ATM Shares”). Sales of the ATM Shares may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). On October 24, 2025, we entered into Amendment No. 1 to Sales Agreement (the “ATM Sales Agreement Amendment”, and together with the ATM Sales Agreement, the “Amended ATM Sales Agreement”) to provide for an increase in the aggregate offering amount under the Amended ATM Sales Agreement, such that following the filing of a new prospectus supplement with respect to the ATM Shares on October 24, 2025, we may offer and sell ATM Shares having an aggregate offering price of up to $75.0 million, exclusive of ATM Shares previously sold in December 2024. The Agent will be entitled to a commission from us of up to 3.0% of the gross proceeds from the sale of ATM Shares sold under the Amended ATM Sales Agreement.

Previous wording

Research and development expenses increased by approximately $3.6 million for the three months ended March 31, 2026 as compared to the same period in 2025. The following table summarizes our research and development expenses for the three months ended March 31, 2026 as compared to the same period in 2025:

Current wording

Research and development expenses increased by approximately $4.7 million for the three months ended June 30, 2026 as compared to the same period in 2025. The following table summarizes our research and development expenses for the three months ended June 30, 2026 as compared to the same period in 2025:

Previous wording

CTIM-76 expenditures increased by $1.2 million primarily due to an increase of $1.1 million in clinical costs related to the CTIM-76 Phase 1 trial. CT-95 expenses increased by $0.6 million primarily due to an increase of $0.9 million in clinical costs related to the CT-95 Phase 1 trial, which were partially offset by a $0.2 million decrease in preclinical and diagnostic development expenses. CT-202 expenses increased by $0.9 million primarily due to an increase of $0.5 million in contract manufacturing costs and an increase of $0.3 million in clinical start up costs. Personnel-related costs, which include salaries, benefits and share-based compensation expense, increased by approximately $0.8 million, primarily due to higher headcount over the prior year period.

Current wording

CTIM-76 expenditures increased by $0.8 million primarily due to an increase of $0.7 million in clinical costs related to the CTIM-76 Phase 1 trial. CT-95 costs increased by $44,000 primarily due to an increase of $0.5 million in clinical costs, which were offset by a $0.4 million decrease in preclinical, contract manufacturing, and diagnostic development expenses. CT-202 expenses increased by $4.4 million primarily due to $6.5 million in consideration paid under the BioAtla License Agreement Amendment entered into in May 2026 and a $0.6 million increase in clinical costs mainly related to the CT-202 Phase 1 trial start up. These increases were partially offset by a decrease of $2.0 million in contract manufacturing and a $0.8 million decrease in preclinical expenses. Personnel-related costs, which include salaries, benefits and share-based compensation expense, decreased by $0.5 million, primarily due to $0.4 million of termination benefits expensed in the second quarter of 2025.

Previous wording

General and administrative expenses increased by approximately $0.3 million for the three months ended March 31, 2026 as compared to the same period in 2025. The increase was primarily driven by a $0.2 million increase in salaries and personnel related costs, mainly as a result of higher share-based compensation expense. Professional fees also increased by approximately $0.1 million as compared to the same period in 2025.

Current wording

General and administrative expenses increased by approximately $0.5 million for the three months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily driven by a $0.3 million increase in professional fees. Salaries and personnel related costs also increased by $0.2 million, mainly as a result of higher share-based compensation expense as compared to the same period in 2025.

Previous wording

Interest income decreased by approximately $0.4 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to lower average cash and cash equivalent balances during the three months ended March 31, 2026 due to cash used to fund ongoing operations.

Current wording

Interest income decreased by approximately $0.5 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily as a result of lower average cash and cash equivalent balances during the three months ended June 30, 2026 due to cash used to fund ongoing operations.

Previous wording

Other income was approximately $143,000 for the three months ended March 31, 2026, as compared to other expense of approximately $7,000 for the same period in 2025. This change is primarily due to higher foreign currency gains during the three months ended March 31, 2026, as compared to foreign currency losses during the prior year period, in each case as a result of exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Current wording

Other expense was approximately $10,000 for the three months ended June 30, 2026, as compared to other income of approximately $27,000 for the same period in 2025. This change is primarily due to foreign currency losses during the three months ended June 30, 2026, as compared to foreign currency gains during the prior year period, in each case as a result of exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Previous wording

Since our inception, we have not recognized any revenue and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all. Since our inception through March 31, 2026, we have funded our operations through the sale of common stock, warrants, convertible debt, and convertible preferred stock. As of March 31, 2026, we had $54.5 million in cash and cash equivalents and an accumulated deficit of $139.6 million.

Current wording

Since our inception, we have not recognized any revenue and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all. Since our inception through June 30, 2026, we have funded our operations through the sale of common stock, warrants, convertible debt, and convertible preferred stock. As of June 30, 2026, we had $43.0 million in cash and cash equivalents and an accumulated deficit of $154.1 million.

Previous wording

We expect our cash and cash equivalents at March 31, 2026 to fund the estimated duration of the Phase 1a dose escalation portions of our CTIM-76 and CT-95 trials, the estimated expenses to initiate patient enrollment in a first-in-human trial for CT-202, as well as our operations into mid-2027. We have based these estimates on assumptions that may prove to be imprecise, and we could utilize our available capital resources sooner than we expect.

Current wording

Based on our current operating plan and anticipated milestones, we expect our cash and cash equivalents at June 30, 2026 will be sufficient to fund our operations into the fourth quarter of 2027. We have based these estimates on assumptions that may prove to be imprecise, and we could utilize our available capital resources sooner than we expect.

Previous wording

During the three months ended March 31, 2025, we used $5.0 million of cash in operating activities. Cash used in operating activities reflected our net loss of $4.6 million and a net change in our operating assets and liabilities of $0.8 million, partially offset by non-cash share-based compensation expense of $0.3 million. The primary uses of cash were to fund our operations related to the development of our product candidates.

Current wording

During the six months ended June 30, 2026, we used $18.4 million of cash in operating activities. Cash used in operating activities reflected our net loss of $23.2 million and a net change in our operating assets and liabilities of $2.7 million, partially offset by an in-process research and development charge of $6.5 million and non-cash share-based compensation expense of $0.9 million. The primary uses of cash were to fund our operations related to the development of our product candidates.

Previous wording

During the three months ended March 31, 2026, we used $11.4 million of cash in operating activities. Cash used in operating activities reflected our net loss of $8.7 million and a net change in our operating assets and liabilities of $3.2 million, partially offset by non-cash share-based compensation expense of $0.4 million. The primary uses of cash were to fund our operations related to the development of our product candidates.

Current wording

During the six months ended June 30, 2025, we used $10.9 million of cash in operating activities. Cash used in operating activities reflected our net loss of $13.4 million, partially offset by a change in our operating assets and liabilities of $1.8 million and non-cash share-based compensation expense of $0.7 million. The primary uses of cash were to fund our operations related to the development of our product candidates.

Previous wording

During the three months ended March 31, 2025, we used approximately $34,000 of cash in operating activities to purchase property and equipment.

Current wording

During the six months ended June 30, 2025, we used approximately $34,000 of cash to purchase property and equipment.

Previous wording

We did not have cash flows from financing activities during the three months ended March 31, 2026.

Current wording

We did not have cash flows from financing activities during the six months ended June 30, 2026.

Previous wording

During the three months ended March 31, 2025, we used approximately $15,000 of cash in financing activities related to the payment of remaining offering costs from the sale of ATM Shares under our ATM Sales Agreement.

Current wording

During the six months ended June 30, 2025, we used approximately $15,000 of cash in financing activities related to the payment of remaining offering costs from the sale of ATM Shares under our ATM Sales Agreement.

Previous wording

During the three months ended March 31, 2026, there were no material changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 23, 2026.

Current wording

During the six months ended June 30, 2026, there were no material changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 23, 2026.

Previous wording

Other exemptions and reduced reporting requirements under the JOBS Act include, without limitation, the requirements for providing an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements. We will remain an emerging growth company until the earlier to occur of (a) the last day of the fiscal year (i) following October 19, 2026, (ii) in which we have total annual gross revenues of at least $1.235 billion or (iii) in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means that we have been required to file annual and quarterly reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a period of at least 12 months and have filed at least one annual report pursuant to the Exchange Act and (b) either (i) the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, or (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Current wording

Other exemptions and reduced reporting requirements under the JOBS Act include, without limitation, the requirements for providing an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements. We will remain an emerging growth company until December 31, 2026, unless we earlier cease to qualify as an emerging growth company as a result of our total annual gross revenues, issuance of non-convertible debt securities or status as a large accelerated filer.

Previous wording

We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates was less than $700.0 million and our annual revenue was less than $100.0 million during the most recently completed fiscal year. We will continue to be a smaller reporting company while either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Current wording

We are also a “smaller reporting company,” meaning that the market value of our common equity held by non-affiliates was less than $700.0 million and our annual revenue was less than $100.0 million during the most recently completed fiscal year. We will continue to be a smaller reporting company while either (i) the market value of our common equity held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our common equity held by non-affiliates is less than $700.0 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.