Context Therapeutics Inc.

DEF 14A 1 contexttherapeutics2024spe.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Context Therapeutics Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

July 24, 2024

To our stockholders:

We are pleased to invite you to attend a Special Meeting of Stockholders of Context Therapeutics Inc. to be held on Tuesday, September 17, 2024 at 8:30 a.m. Eastern Time. The Special Meeting will be a virtual stockholder meeting through which you can listen to the meeting and vote online. The Special Meeting can be accessed by visiting www.virtualshareholdermeeting.com/CNTX2024SM and entering your 16-digit control number (included on the Notice of Internet Availability of Proxy Materials sent to you).

Details regarding admission to the Special Meeting and the business to be conducted at the Special Meeting are described in the accompanying Notice of Special Meeting of Stockholders and proxy statement.

We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. As a result, we are sending to our stockholders a notice instead of paper copies of this proxy statement and a proxy card or voting instruction form. The notice contains instructions on how to access these documents over the Internet. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including this proxy statement and a proxy card or voting instruction form. We believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Special Meeting.

Your vote is important. Whether or not you plan to attend the Special Meeting, we hope you will vote as soon as possible. You may vote by telephone or through the Internet by following the instructions on the notice you received, or, if you received a paper proxy card or voting instruction form by mail, by completing and returning the proxy card or voting instruction form mailed to you. Please carefully review the instructions on each of your voting options described in this proxy statement, as well as in the notice you receive.

Thank you for your ongoing support of and continued interest in Context Therapeutics Inc. We look forward to your participation at the Special Meeting.

Sincerely,

/s/ MARTIN LEHR

Martin Lehr

Chief Executive Officer

2001 Market Street, Suite 3915, Unit #15

Philadelphia, Pennsylvania 19103

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On September 17, 2024

To the Stockholders of Context Therapeutics Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special Meeting") of Context Therapeutics Inc., a Delaware corporation (the "Company"), will be held on Tuesday, September 17, 2024 at 8:30 a.m. Eastern Time. The Special Meeting will be a virtual stockholder meeting through which you can listen to the meeting and vote online. The Special Meeting can be accessed by visiting www.virtualshareholdermeeting.com/CNTX2024SM and entering your 16-digit control number (included on the Notice of Internet Availability of Proxy Materials sent to you). There is no physical location for the Special Meeting. The purpose of the Special Meeting will be the following:

1. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 100,000,000 to 200,000,000; and

2. To approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the Special Meeting or in the absence of a quorum.

These items of business are more fully described in the proxy statement accompanying this Notice.

The record date for the Special Meeting is July 22, 2024. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment or postponement thereof.

For the ten days prior to the Special Meeting, a list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder of record for purposes germane to the Special Meeting. You may make a request by calling our corporate headquarters at (267) 225-7416 during regular business hours.

By Order of the Board of Directors,

/s/ ALEX LEVIT

Alex Levit

Corporate Secretary

Philadelphia, Pennsylvania

July 24, 2024

You are cordially invited to attend the Special Meeting via our virtual meeting platform. Whether or not you expect to attend the Special Meeting, please vote by telephone or through the Internet prior to the Special Meeting, or, if you receive a paper proxy card or voting instruction form by mail, by completing and returning the proxy card or voting instruction form mailed to you, as promptly as possible in order to ensure your representation at the Special Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card or voting instruction form by mail, the instructions are printed on your proxy card or voting instruction form and included in the accompanying Proxy Statement. Even if you have voted in advance, you may still vote online while attending the Special Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on September 17, 2024

The notice of special meeting of stockholders and proxy statement are available at www.proxyvote.com.