Context Therapeutics Inc. Form 8-K Filing

This Form 8-K details amendments to Context Therapeutics Inc.'s Amended and Restated Certificate of Incorporation, prompted by a stockholder class action. On March 11, 2026, a Delaware court approved a stipulation and consent judgment, declaring two provisions of the company's charter invalid and unenforceable. Specifically, Article V, Section 2, which mandated a three-year term for directors, and Article VI, Section 1, which restricted director removal to "for cause" only, were deemed invalid. Consequently, the company filed a Certificate of Correction to remove these provisions. The directors' terms will now expire at the 2026 annual meeting, and they may be removed with or without cause by a majority vote of stockholders. The class action lawsuit was dismissed with prejudice, though the court retains jurisdiction for potential mootness fee applications. The company intends to hold its 2026 annual meeting on June 24, 2026, with a proposal to elect directors for one-year terms.