Context Therapeutics removes classified board and for-cause removal after court-approved settlement

Context Therapeutics Inc.

Court approved stipulation invalidating 3-year director terms and for-cause removal provisions from charter.
Certificate of Correction filed with Delaware Secretary of State on March 11, 2026.
Directors' terms expire at 2026 annual meeting; directors can be removed with or without cause by majority vote.
Stockholder class action dismissed with prejudice as to plaintiff; court retains jurisdiction over mootness fee.
2026 annual meeting set for June 24, 2026; record date April 27, 2026; nominees will serve one-year terms.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Context Therapeutics Inc.: Delaware court invalidated charter provisions for staggered three-year board terms and for-cause removal; company filed a Certificate of Correction and directors will now serve until the 2026 annual meeting and may be removed with or without cause (effective 2026-03-11).

Change: charter amendment
Effective: 2026-03-11

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0001628280-26-017691

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