Results
Context Therapeutics Inc.
03/13/2026 | Press release | Distributed by Public on 03/13/2026 14:09
Amendments to Bylaws (Form 8-K)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, on February 24, 2026, a stipulation and proposed consent judgment (the "Stipulated Judgment") was filed with the Court of Chancery of the State of Delaware (the "Court") regarding the stockholder class action complaint (the "Action") filed on February 4, 2026 by the Vladimir Gusinsky Revocable Trust against Context Therapeutics Inc. (the "Company") and its directors. On March 11, 2026, the Court approved the Stipulated Judgment, pursuant to which (i) Article V, Section 2 of the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter"), which provides that the Company's directors shall serve for a term of three years, and (ii) Article VI, Section 1 of the Charter, which provides that the directors of the Company may be removed from office only for cause, were determined to be invalid and unenforceable. On March 11, 2026, the Company filed a Certificate of Correction with the Delaware Secretary of State reflecting such provisions as invalid, unenforceable and no longer part of the Charter (the "Certificate of Correction"). Accordingly, the term of office of the current members of the Board of Directors of the Company will expire at the Company's 2026 annual meeting of stockholders (the "Annual Meeting"), with each serving until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal, and directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
A copy of the Certificate of Correction, as filed with the Delaware Secretary of State, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On March 11, 2026, pursuant to the Stipulated Judgment, the Action was dismissed with prejudice as to plaintiff; however, the Court retains jurisdiction to address any mootness fee application.
As previously disclosed, the Company's 2026 Annual Meeting will be held on June 24, 2026 with a record date of April 27, 2026. The Company intends to include on the agenda for the Annual Meeting a proposal for the election of director nominees of the Company to a one-year term and until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. In accordance with the advance notice procedures set forth in the Company's Amended and Restated Bylaws (the "Bylaws"), if a stockholder wishes to bring a proposal before the stockholders or nominate a director at the Annual Meeting, to be timely, the stockholder must notify the Company's Corporate Secretary by not later than 5:00 p.m. EDT on March 14, 2026, which is the 90th day prior to the first anniversary of the Company's 2025 annual meeting of stockholders. Any such proposal must contain the information specified in, and otherwise comply with, the Bylaws. Any such proposal must be delivered to: Context Therapeutics Inc, Attn: Secretary, 2001 Market Street, Suite 3915, Unit 15, Philadelphia, PA 19103. In addition to satisfying the foregoing requirements under the Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the nominees submitted by the Company's Board of Directors must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than April 13, 2026.
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