Context Therapeutics Inc. announced that it has entered into a securities purchase agreement with the purchasers named therein to issue 59,032,259 shares of the Company?s common stock, par value $0.001 per share at a purchase price of $1.55 per Share for the gross proceeds of $91,500,001.45 and pre-funded warrants to purchase 5,482,741 shares of Common Stock at a purchase price of $1.549 per Pre-Funded Warrant for the gross proceeds of $8,492,765.809 for the aggregate gross proceeds of $99,992,767.259 on May 1, 2024. The Pre-Funded Warrants will have an exercise price of $0.001 per share of Common Stock, be immediately exercisable and remain exercisable until exercised in full. The holder of Pre-Funded Warrants may not exercise a Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.

The holder of Pre-Funded Warrants may increase or decrease such percentage not in excess of 19.99% by providing at least 61 days? prior notice to the Company. The aggregate gross proceeds for the Private Placement are expected to be approximately $100 million, before deducting offering expenses, and the Private Placement is expected to close on May 6, 2024, subject to customary closing conditions.