Context Therapeutics Reveals $100M Private Placement

Context Therapeutics Inc. (Nasdaq: CNTX), a biopharmaceutical firm specializing in treatments for solid tumors, announced a significant development on May 2, 2024. The company has secured a securities purchase agreement with new and existing investors through a private placement, projected to generate gross proceeds of around $100.0 million, prior to deducting fees and expenses. This strategic financial move is poised to bolster Context's operational cash flow until 2028.

The private placement, which is anticipated to conclude on May 6, 2024, hinges on the fulfillment of standard closing conditions. Leading this financial round is Nextech1, a new investor, with additional participation from established investors such as Ally Bridge Group, Avidity Partners, Blackstone Multi-Asset Investing, Blue Owl Healthcare Opportunities, Deep Track Capital, Driehaus Capital Management, and Great Point Partners, LLC. This diverse group of investors underscores the confidence in Context Therapeutics' growth trajectory and product potential.

Context is set to sell approximately 64.5 million shares of its common stock, or alternatively pre-funded warrants, at a rate of $1.55 per share (or $1.549 for each pre-funded warrant). These pre-funded warrants come with an exercise price of $0.001 per share of common stock, are immediately exercisable, and do not carry an expiration date. Notably, the pricing of the common stock and pre-funded warrants reflects a premium over the closing price of Context's common stock as of May 1, 2024.

The expected net proceeds from this private placement, in conjunction with the company’s existing cash and cash equivalents, are anticipated to extend Context's financial runway through the duration of its planned CTIM-76 Phase 1 clinical trial and continue into 2028. Piper Sandler is acting as the sole placement agent for this transaction, emphasizing the strategic importance and high stakes of this financial undertaking.

The securities offered in this private placement are not part of a public offering and have not been registered under the Securities Act of 1933. Consequently, they cannot be reoffered or resold in the United States without either an effective registration statement or an applicable exemption from registration. In alignment with a registration rights agreement, Context has committed to file a registration statement with the Securities and Exchange Commission (SEC) to cover the resale of the common stock issued in this private placement, along with the shares underlying the pre-funded warrants.

This announcement clarifies that it does not constitute an offer to sell or a solicitation to buy these securities in jurisdictions where such actions would be illegal prior to proper registration or qualification under local securities laws.

Context Therapeutics, based in Philadelphia, is developing CTIM-76, a CLDN6 x CD3 bispecific antibody targeting CLDN6-positive tumors. CLDN6 is a tight junction membrane protein expressed in various solid tumors such as ovarian, endometrial, testicular, and lung cancers, while being absent or minimally present in healthy adult tissues. This specificity underscores the potential for CTIM-76 in treating these cancers. Through strategic financial maneuvers and innovative medical advancements, Context Therapeutics continues to make strides in the biopharmaceutical landscape.