Form SC 13G - Statement of acquisition of beneficial ownership by individuals
May 24 2024 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Context Therapeutics Inc.
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class of
Securities)
21077P108
(CUSIP Number)
May 6, 2024
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP No. 21077P108 |
| 1. |
Names of Reporting Persons
Nextech Crossover I SCSp |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
(1) |
| 3. |
SEC
Use Only |
| 4. |
Citizenship or Place of Organization
Luxembourg |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
7,419,355 shares |
| 6. |
Shared Voting Power
0 |
| 7. |
Sole Dispositive Power
7,419,355 shares |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,419,355 shares |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9)
9.9% (2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| |
|
|
|
| (1) | This Schedule 13G is filed by Nextech Crossover
I SCSP (“Nextech Crossover LP”), Nextech Crossover I GP S.à r.l. (“Nextech
Crossover GP”), Ian Charoub, (“Charoub”), Costas Constantinides (“Constantinides”)
and Rocco Sgobbo (“Sgobbo” and, with Nextech Crossover LP, Nextech Crossover
GP, Charoub and Constantinides, collectively, the “Reporting Persons”). The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule
13G. |
| (2) | The percent of class was calculated based
on 74,998,312 shares of Common Stock outstanding as of May 7, 2024, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) on May 8, 2024. |
| CUSIP No. 21077P108 |
| 1. |
Names of Reporting Persons
Nextech Crossover I GP S.à r.l. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
(1) |
| 3. |
SEC
Use Only |
| 4. |
Citizenship or Place of Organization
Luxembourg |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
7,419,355 shares |
| 6. |
Shared Voting Power
0 |
| 7. |
Sole Dispositive Power
7,419,355 shares |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,419,355 shares |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9)
9.9% (2) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
| (1) | This Schedule 13G is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
| (2) | The percent of class was calculated based
on 74,998,312 shares of Common Stock outstanding as of May 7, 2024, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
| CUSIP No. 21077P108 |
| 1. |
Names of Reporting Persons
Ian Charoub |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
(1) |
| 3. |
SEC
Use Only |
| 4. |
Citizenship or Place of Organization
Sweden |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
7,419,355 shares |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
7,419,355 shares |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,419,355 shares |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9)
9.9% (2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
| (1) | This Schedule 13G is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
| (2) | The percent of class was calculated based
on 74,998,312 shares of Common Stock outstanding as of May 7, 2024, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
| CUSIP No. 21077P108 |
| 1. |
Names of Reporting Persons
Costas Constantinides |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
(1) |
| 3. |
SEC
Use Only |
| 4. |
Citizenship or Place of Organization
Cyprus |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
7,419,355 shares |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
7,419,355 shares |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,419,355 shares |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9)
9.9% (2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
| (1) | This Schedule 13G is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
| (2) | The percent of class was calculated based
on 74,998,312 shares of Common Stock outstanding as of May 7, 2024, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
| CUSIP No. 21077P108 |
| 1. |
Names of Reporting Persons
Rocco Sgobbo |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
(1) |
| 3. |
SEC
Use Only |
| 4. |
Citizenship or Place of Organization
Switzerland |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
7,419,355 shares |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
7,419,355 shares |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,419,355 shares |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9)
9.9% (2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
| (1) | This Schedule 13G is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
| (2) | The percent of class was calculated based
on 74,998,312 shares of Common Stock outstanding as of May 7, 2024, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
| Item 1. |
| |
| |
(a) |
Name of
Issuer
Context Therapeutics Inc. |
| |
(b) |
Address of Issuer’s
Principal Executive Offices
2001 Market Street, Suite 3915, Unit #15
Philadelphia, Pennsylvania 19103
|
| |
| Item 2. |
| |
| |
(a) |
Name of Person Filing
Nextech Crossover I SCSp (“Nextech Crossover LP”)
Nextech Crossover I GP S.à r.l. (“Nextech Crossover
GP”)
Ian Charoub (“Charoub”)
Costas Constantinides (“Constantinides”)
Rocco Sgobbo (“Sgobbo”) |
| |
(b) |
Address of Principal
Business Office or, if none, Residence
8 rue Lou Hemmer
L-1748 Luxembourg-Findel
Grand-Duché de Luxembourg |
| |
(c) |
Citizenship |
|
|
| |
|
|
|
|
| |
|
Name |
Citizenship or Place of Organization |
|
| |
|
Nextech Crossover LP |
Luxembourg |
|
| |
|
Nextech Crossover GP |
Luxembourg |
|
| |
|
Charoub |
Sweden |
|
| |
|
Constantinides |
Cyprus |
|
| |
|
Sgobbo |
Switzerland |
|
| |
(d) |
Title of
Class of Securities
Common Stock, $0.001 par value (“Common Stock”) |
| |
(e) |
CUSIP Number
21077P108 |
| Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a: |
| |
|
| |
Not applicable |
| |
| Item
4. |
Ownership |
| |
|
| The
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
is provided as of May 24, 2024: |
| Reporting Persons | |
Shares
Held
Directly | |
Sole
Voting
Power | |
Shared
Voting
Power | |
Sole
Dispositive
Power | |
Shared
Dispositive
Power | |
Beneficial
Ownership | |
Percentage
of
Class (2) | |
| Nextech Crossover LP (1) | |
7,419,355 | |
7,419,355 | |
| |
7,419,355 | |
| |
7,419,355 | |
9.9 | % |
| Nextech Crossover GP (1) | |
| |
7,419,355 | |
| |
7,419,355 | |
| |
7,419,355 | |
9.9 | % |
| Charoub (1) | |
| |
| |
7,419,355 | |
| |
7,419,355 | |
7,419,355 | |
9.9 | % |
| Constantinides (1) | |
| |
| |
7,419,355 | |
| |
7,419,355 | |
7,419,355 | |
9.9 | % |
| Sgobbo (1) | |
| |
| |
7,419,355 | |
| |
7,419,355 | |
7,419,355 | |
9.9 | % |
| | (1) | The shares are
held by Nextech Crossover LP. Nextech Crossover GP serves as the sole general partner of
Nextech Crossover LP and has sole voting and investment control over the shares owned by
Nextech Crossover LP and may be deemed to own beneficially the shares held by Nextech Crossover
LP. Nextech Crossover GP owns no securities of the Issuer directly. Charoub, Constantinides
and Sgobbo are members of the board of managers of Nextech Crossover GP and share voting
and dispositive power over the shares held by Nextech Crossover LP, and may be deemed to
own beneficially the shares held by Nextech Crossover LP. Charoub, Constantinides and Sgobbo
own no securities of the Issuer directly. |
| | | |
| | (2) | The percent of class was calculated based on 74,998,312
shares of Common Stock outstanding as of May 7, 2024, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the SEC on May 8, 2024. |
| Item
5. |
Ownership of
Five Percent or Less of a Class |
| |
|
| |
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ¨ |
| |
| Item 6. |
Ownership of More than
Five Percent on Behalf of Another Person |
| |
|
| |
Not applicable |
| |
| Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| |
|
| |
Not applicable |
| |
| Item 8. |
Identification and Classification
of Members of the Group |
| |
|
| |
Not applicable |
| |
| Item 9. |
Notice of Dissolution of
Group |
| |
|
| |
Not applicable |
| |
| Item 10. |
Certification |
| |
|
| |
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having such purpose or effect. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Dated: May 24, 2024
| Nextech Crossover I SCSp |
|
| |
|
| By: |
Nextech Crossover I GP S.à
r.l. |
|
| its |
General Partner |
|
| |
|
| By: |
/s/
Ian Charoub |
|
| |
Name: Ian Charoub |
|
| |
Title: Manager |
|
| |
|
| By: |
/s/
Costas Constantinides |
|
| |
Name: Costas Constantinides |
|
| |
Title: Manager |
|
| |
|
| Nextech Crossover I GP S.à
r.l. |
|
| |
|
| By: |
/s/
Ian Charoub |
|
| |
|
Name: Ian Charoub |
|
| |
|
Title: Manager |
|
| |
|
| By: |
/s/
Costas Constantinides |
|
| |
|
Name: Costas Constantinides |
|
| |
|
Title: Manager |
|
| |
|
| /s/
Ian Charoub |
|
| Ian Charoub |
|
| |
|
| /s/
Costas Constantinides |
|
| Costas Constantinides |
|
| |
|
| /s/
Rocco Sgobbo |
|
| Rocco Sgobbo |
|
| |
ATTENTION |
|
| Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
Exhibit(s):
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached
Schedule 13G (or any amendments thereto) relating to the Common Stock of Context Therapeutics Inc. is filed on behalf of each of us.
Dated: May 24, 2024
| Nextech Crossover I SCSp |
|
| |
|
| By: |
Nextech Crossover I GP S.à
r.l. |
|
| its |
General Partner |
|
| |
|
| By: |
/s/
Ian Charoub |
|
| |
Name: Ian Charoub |
|
| |
Title: Manager |
|
| |
|
| By: |
/s/
Costas Constantinides |
|
| |
Name: Costas Constantinides |
|
| |
Title: Manager |
|
| |
|
| Nextech Crossover I GP S.à
r.l. |
|
| |
|
| By: |
/s/
Ian Charoub |
|
| |
|
Name: Ian Charoub |
|
| |
|
Title: Manager |
|
| |
|
| By: |
/s/
Costas Constantinides |
|
| |
|
Name: Costas Constantinides |
|
| |
|
Title: Manager |
|
| |
|
| /s/
Ian Charoub |
|
| Ian Charoub |
|
| |
|
| /s/
Costas Constantinides |
|
| Costas Constantinides |
|
| |
|
| /s/
Rocco Sgobbo |
|
| Rocco Sgobbo |
|
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