Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) As of January 1, 2022, Bill Rencher, Ph.D., retired as Head of Chemistry
Manufacturing Controls of Context Therapeutics Inc. (the "Company"), and
transitioned into an advisory role with the Company. In his advisory role, Mr.
Rencher will assist the Company with the oversight and transition of projects he
previously managed. Mr. Rencher's retirement was planned and was not the result
of any disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
In connection with his transition to an advisory role with the Company, Mr.
Rencher and the Company entered into a master services agreement, which
terminated Mr. Rencher's prior consulting agreement with the Company, and
entered into a related statement of work (the "SOW") detailing the terms of Mr.
Rencher's services that will continue through October 2022 or until the Company
terminates his services to the Company. The SOW provides that Mr. Rencher will
receive a retainer of $8,000 per month from January 2022 through April 2022
while performing an average of eight hours of services per week, and provides
that Mr. Rencher will remain available through October 2022 to answer questions
the Company may have regarding his prior services.
The foregoing is a summary description of certain terms of the master services
agreement and the SOW and, by its nature, is not complete. It is qualified in
its entirety by reference to the master services agreement and SOW, copies of
which are attached hereto as Exhibit 99.2, and Exhibit 99.3, respectively, and
are incorporated herein by reference.
Item 8.01. Other Events.
On January 5, 2022, the Company issued a press release to announce the
retirement of Mr. Rencher, as well as the appointment of
Christopher Beck as SVP, Operations and Mark Fletcher, Ph.D., as VP, R&D. A copy
of the press release is attached as Exhibit 99.1 to this report and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. Description
99.1 Press Release issued by Context Therapeutics Inc., dated January 5, 2022
Master Services Agreement between Context Therapeutics Inc. and Bill
99.2# Rencher, dated January 1, 2022
Statement of Work between Context Therapeutics Inc. and Bill Rencher, dated
99.3# January 1, 2022
# Certain information has been excluded from the exhibit because it both (i) is
not material and (ii) would likely cause competitive harm to the registrant if
publicly disclosed.
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