Context Therapeutics Inc

This management proposal asks stockholders to approve a charter amendment that increases the company’s authorized common shares by 100 million (from 200 million to 300 million), as reflected in the formal amendment text in Appendix A. Management and the Board frame the change as a measure to preserve corporate flexibility: additional authorized shares can be used for financing (public or private equity raises), strategic transactions, equity-based compensation for recruiting and retention, stock dividends, or other corporate purposes without delay. The filing discloses that as of April 13, 2026 the company had ~91.9 million issued and outstanding shares and approximately 88.0 million unreserved shares, with material reserves for options, the 2021 Incentive Plan and outstanding warrants, demonstrating why the Board considers the buffer necessary. The Board also notes that the amendment would not change the rights of existing shares except via dilution that could result from future issuances; accordingly they acknowledge potential dilutive impacts on earnings per share, voting power, and share value. The proposal explicitly permits the Board, after stockholder approval, to elect not to file the amendment, preserving Board discretion over timing. Management acknowledges that the new shares could, in some circumstances, be used in ways that have anti-takeover effects (e.g., dilute an activist stake or be issued to allies), and points to other charter/bylaw provisions that together could deter changes of control. The Board recommends approval as a pragmatic step to avoid the time and expense of repeated stockholder votes for routine financing and compensation needs, but shareholders should weigh the tradeoff between increased strategic flexibility for management and potential dilution and governance implications from additional authorized shares.

This management proposal seeks stockholder authorization to adjourn the Annual Meeting one or more times to solicit additional proxies if there are not sufficient votes to approve the charter amendment (Proposal 3) or if the Nasdaq-required quorum (33 1/3% of outstanding shares) is not present initially. The Board argues this is a pragmatic procedural mechanism that permits additional outreach and time to secure a definitive shareholder decision on the Charter Amendment without permanently losing the opportunity to act if votes are close. The proposal must itself be approved by a majority of votes cast at the meeting; if approved, it would allow management to delay final action on Proposal 3 and attempt to persuade previously opposed or non-voting shareholders to support the amendment. Contextually, the company entered into a Stipulated Judgment and Certificate of Correction affecting director terms earlier in 2026 and also must comply with Nasdaq quorum rules, creating a non-standard meeting environment that increases the likelihood of adjournments. The Adjournment Proposal has governance implications because it could be used to reshape the timing and dynamics of a contested vote: opponents may view it as allowing management to continue solicitation until a favorable outcome is achieved, while proponents view it as a reasonable step to ensure that critical corporate actions are not blocked by procedural shortfalls. The Board recommends approval to preserve flexibility to complete the Charter Amendment and to maintain compliance with listing rules; shareholders should consider how additional solicitation windows could affect campaign dynamics, costs, and timing as well as the potential for extended uncertainty for the company.