Femasys (NASDAQ: FEMY) cuts net loss and secures $30M private funding

Rhea-AI Filing Summary

Femasys Inc. reported continued operating losses while significantly strengthening its balance sheet through post‑quarter financing. For the six months ended June 30, 2026, sales were $756,716, roughly flat versus 2025, but second‑quarter sales fell 18.9% year over year to $331,827, mainly from lower international FemVue sales. Operating expenses for the quarter rose 28.1% to $5.3 million, driven by higher research and development, sales and marketing, and general and administrative spending as the company advances FemBloc and commercializes FemaSeed and related products.

Loss from operations was $9.3 million for the first half, similar to 2025, but the net loss narrowed sharply to $3.6 million from $10.5 million, primarily due to non‑cash gains of $5.96 million from remeasuring and then reclassifying the conversion option and warrant liabilities on the 2025 convertible notes to equity. Cash and cash equivalents declined to $1.44 million from $9.27 million at year‑end, reflecting $8.1 million of operating cash outflows and modest ATM and ESPP equity issuance.

After quarter‑end, Femasys completed a private placement of common stock and pre‑funded warrants expected to generate about $30 million of gross proceeds, with additional potential proceeds from three‑year warrants. Management states that, including this financing, liquidity is sufficient for at least 12 months. In June 2026 the company also effected a 1‑for‑20 reverse stock split to comply with Nasdaq listing requirements.

Positive

• Net loss improved for the six months to $3.6 million from $10.5 million, aided by non‑cash gains on conversion option and warrant liabilities.
• Post‑quarter private placement of ~$30 million in gross proceeds, plus up to $60 million potential from warrant exercises, materially bolsters liquidity.
• Management states current cash plus the private placement provides at least 12 months of funding for planned operations and obligations.

Negative

• Second‑quarter sales declined 18.9% year over year to $331,827, mainly from weaker international FemVue sales.
• Quarterly operating expenses rose 28.1% to $5.3 million, increasing the operating loss to $5.1 million.
• First‑half operating cash outflow was $8.1 million, reducing cash to $1.44 million before the subsequent financing and highlighting ongoing cash burn.

Filing Explained

The August 10 financing is closed, adding equity securities while the shelf’s nominal capacity remains constrained by the baby-shelf rule.

This Form 10-Q reports that the August 10 private placement was completed, with 9,374,999 shares of common stock and pre-funded warrants sold alongside warrants; if the securities become common stock, existing holders’ percentage ownership would be reduced.

The pre-funded warrants were priced at $3.1999 with a $0.0001 exercise price, while the accompanying common and milestone warrants have a three-year term and a $2.95 exercise price. The company received approximately $30 million of gross proceeds; up to another $60 million is contingent on full cash exercise of those warrants, so that amount is capacity rather than proceeds already received.

As of June 30, 2026, the filing listed 5,370,322 potential shares from options, restricted stock units, warrants and note conversion that were excluded from diluted loss per share because they were anti-dilutive.

The existing ATM prospectus showed approximately $9.4 million of nominal remaining availability, but the company disclosed that its public float was below $75 million, making the baby-shelf limit potentially more restrictive than that headline capacity. Separately, the company had a right, not an obligation, to sell up to $10 million under the AMPA, with no shares sold through June 30.

The completed June 5, 2026 reverse split left the authorized share count unchanged and proportionately adjusted the shares, exercise prices and conversion terms tied to outstanding warrants, options and restricted stock units.

Key Figures

Q2 2026 Sales: $331,827 First-half 2026 Net Loss: $3,622,995 Cash and Cash Equivalents: $1,443,502 +5 more

8 metrics

Q2 2026 Sales $331,827 Sales for the three months ended June 30, 2026

First-half 2026 Net Loss $3,622,995 Net loss for the six months ended June 30, 2026

Cash and Cash Equivalents $1,443,502 Cash balance as of June 30, 2026

Operating Cash Outflow $8,079,197 Net cash used in operating activities for six months ended June 30, 2026

Derivative Fair Value Gain $5,960,413 Six‑month 2026 gain from conversion option and warrant liabilities remeasurement

Private Placement Size $30 million Expected gross proceeds from August 2026 private placement

Face Value of 2025 Notes $11,925,000 Outstanding principal on November 2025 convertible notes as of June 30, 2026

Reverse Stock Split Ratio 1-for-20 Reverse split of common stock effective June 5, 2026

Key Terms

reverse stock split, pre-funded warrants, Any Market Purchase Agreement, PIK interest, +2 more

6 terms

reverse stock split financial

"to effect a reverse stock split of the Company’s common stock, par value $0.001 per share"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

pre-funded warrants financial

"pre-funded warrants to purchase shares of common stock, together with accompanying warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Any Market Purchase Agreement financial

"entered into an Any Market Purchase Agreement (“Purchase Agreement” or “AMPA”) with Alumni"

PIK interest financial

"The 2025 Notes accrue interest at a rate of 8.5% per annum, payable annually in-kind by increasing"

Payment-in-kind (PIK) interest is interest on a loan or bond that is paid by adding to the borrower’s debt rather than by handing over cash; think of it as paying rent by giving an IOU that increases the total owed instead of using money now. Investors care because PIK raises short-term cash for the borrower but increases future risk — the lender receives a larger, deferred payment and assumes more credit and timing uncertainty.

investigational device exemption medical

"We received FDA approval in November 2025 of our investigational device exemption (“IDE”) supplement"

An investigational device exemption (IDE) is a regulatory permission that allows a medical device maker to test an unapproved device in people so the device’s safety and effectiveness can be studied. For investors, an IDE matters because it marks a formal step toward regulatory approval—like getting a temporary test-drive permit—and influences clinical cost, timelines, and the likelihood a device will reach the market and generate revenue.

fair value hierarchy financial

"The Company applies a fair value hierarchy that requires the use of observable market data"

Earnings Snapshot

Q2 2026 Sales: $331,827

Three and six months ended June 30, 2026

Q2 2026 Sales $331,827 -18.9% vs Q2 2025

First-half 2026 Net Loss $3,622,995 Improved from $10,482,761 in 2025

Operating Cash Flow ($8,079,197) Slightly better than ($9,117,950) in 2025

FAQ

How did Femasys (FEMY) perform financially in the first half of 2026?

Femasys reported sales of $756,716 and a net loss of $3.6 million for the six months ended June 30, 2026. Operating loss was $9.3 million, similar to 2025, but non‑cash gains on derivative liabilities narrowed the bottom‑line loss.

What were Femasys (FEMY) second‑quarter 2026 revenues and trends?

Second‑quarter 2026 sales were $331,827, an 18.9% decrease from $409,268 a year earlier. Management attributes the decline primarily to lower international sales of FemVue, while U.S. sales remained the majority of revenue.

What is Femasys (FEMY) current cash position and cash burn?

As of June 30, 2026, Femasys held $1.44 million in cash and cash equivalents. Operating activities used $8.1 million of cash in the first half, only partly offset by modest equity issuance under its at‑the‑market program and ESPP.

How did the $30 million private placement affect Femasys (FEMY)?

In August 2026, Femasys completed a private placement expected to raise about $30 million in gross proceeds, plus warrants exercisable at $2.95. Management believes this funding, combined with existing cash, supports at least 12 months of planned operations.

What is the status of Femasys (FEMY) convertible notes and related warrants?

Femasys has 2025 senior secured convertible notes with a face value of $11.93 million and an effective interest rate of about 21.9%. After April 29, 2026 shareholder approval, the conversion option and associated warrants were reclassified from liabilities to equity.

Why did Femasys (FEMY) execute a 1-for-20 reverse stock split?

On June 5, 2026 Femasys implemented a 1‑for‑20 reverse stock split of its common stock. The split helped the company regain compliance with Nasdaq listing requirements and proportionally adjusted outstanding shares, options, warrants and per‑share data.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:32 PM Accepted by SEC EDGAR 08/14/2026 - 04:28 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to____________

Commission file number: 001-40492.

Femasys Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		11-3713499
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3950 Johns Creek Court, Suite 100 Suwanee, GA		30024
(Address of principal executive offices)		(Zip Code)

(770) 500-3910

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which Registered
Common stock, $0.001 par value		FEMY		The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☑
Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The Registrant had 8,375,027 shares of common stock, $0.001 par value, outstanding as of August 13, 2026.

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	TABLE OF CONTENTS
		Page
Part I. Financial Information
Item 1	Condensed Financial Statements	5
	Condensed Balance Sheets as of June 30, 2026 and December 31, 2025 (unaudited)	5
	Condensed Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	7
	Condensed Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	8
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)	9
	Notes to Condensed Financial Statements (unaudited)	10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4	Controls and Procedures	41
Part II. Other Information
Item 1	Legal Proceedings	41
Item 1A	Risk Factors	41
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3	Defaults Upon Senior Securities	42
Item 4	Mine Safety Disclosures	42
Item 5	Other Information	42
Item 6	Exhibits	43
SIGNATURES

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements include, but are not limited to, statements concerning:

•

our ability to obtain additional financing to fund commercialization of our products and fund our operations;

•

our ability to obtain additional financing to fund the U.S. clinical development of our U.S. product candidate FemBloc® permanent birth control;

•

our ability to obtain U.S. Food and Drug Administration (FDA) approval for our U.S. product candidate, FemBloc for permanent birth control;

•

our ability to successfully grow sales of FemaSeed® intratubal insemination in the U.S.;

•

our ability to successfully grow sales internationally;

•

estimates regarding the total addressable market for our products and U.S. product candidate;

•

competitive companies and technologies in our industry;

•

our business model and strategic plans for our products, U.S. product candidate, technologies and business, including our implementation thereof;

•

commercial success and market acceptance of our products and U.S. product candidate;

•

our ability to achieve and maintain adequate levels of coverage or reimbursement for FemBloc or any future product candidates, and for our products we seek to commercialize;

•

our ability to accurately forecast customer demand for our products and U.S. product candidate, and manage our inventory;

•

our ability to build, manage, and maintain our direct sales and marketing organization, and to market and sell our FemaSeed intratubal insemination product, FemBloc permanent birth control system, and women-specific medical product solutions in markets in and outside of the United States;

•

our ability to establish, maintain, grow or increase sales and revenues;

•

our expectations about market trends;

•

our ability to continue operating as a going concern;

•

the ability of our clinical trials to demonstrate the safety and effectiveness of our U.S. product candidate, FemBloc, and other positive results;

•

our ability to enroll subjects in the clinical trial for our U.S. product candidate, FemBloc, in order to advance the development thereof on a timely basis;

3

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•

our ability to manufacture our products and U.S. product candidate, if approved, in compliance with applicable laws, regulations, and requirements and to oversee third-party suppliers, service providers and vendors in the performance of any contracted activities in accordance with applicable laws, regulations, and requirements;

•

our ability to hire and retain our senior management and other highly qualified personnel;

•

FDA or other U.S. or foreign regulatory actions affecting us or the healthcare industry generally, including healthcare reform measures in the United States and international markets;

•

the timing or likelihood of regulatory filings and approvals or clearances;

•

our ability to establish and maintain intellectual property protection for our products and U.S. product candidate and our ability to avoid claims of infringement; and

•

the volatility of the trading price of our common stock.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections in this Quarterly Report on Form 10-Q entitled “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 (“Annual Report”) and this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q, including our Annual Report, and have filed with the SEC as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”).

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PART I. FINANCIAL INFORMATION

ITEM 1.

Condensed Financial Statements

FEMASYS INC.

Condensed Balance Sheets

(unaudited)

Assets			June 30, 2026				December 31, 2025
Current assets:
Cash and cash equivalents		$	1,443,502				9,266,353
Accounts receivable, net			151,049				616,600
Inventory			6,191,277				5,740,249
Prepaid and other current assets			546,085				833,133
Total current assets			8,331,913				16,456,335
Property and equipment, at cost:
Leasehold improvements			1,238,886				1,238,886
Office equipment			87,515				78,155
Furniture and fixtures			424,586				417,876
Machinery and equipment			3,121,131				3,065,713
Construction in progress			919,412				897,885
			5,791,530				5,698,515
Less accumulated depreciation			(3,932,324	)			(3,802,940	)
Net property and equipment			1,859,206				1,895,575
Long-term assets:
Lease right-of-use assets, net			1,064,346				1,297,121
Intangible assets, net of accumulated amortization			115,499				134,914
Other long-term assets			918,618				940,232
Total long-term assets			2,098,463				2,372,267
Total assets		$	12,289,582				20,724,177

(continued)

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FEMASYS INC.

Condensed Balance Sheets

(unaudited)

Liabilities and Stockholders’ Equity			June 30, 2026				December 31, 2025
Current liabilities:
Accounts payable		$	2,337,354				1,830,124
Accrued expenses			1,033,712				1,265,773
Clinical holdback – current portion			42,726				52,644
Operating lease liabilities – current portion			473,034				487,624
Total current liabilities			3,886,826				3,636,165
Long-term liabilities:
Clinical holdback – long-term portion			54,598				52,370
Convertible notes payable, net			3,521,226				3,178,864
Conversion option liability			—				2,014,000
Warrants liabilities			—				4,943,000
Operating lease liabilities – long-term portion			795,985				1,030,476
Total long-term liabilities			4,371,809				11,218,710
Total liabilities			8,258,635				14,854,875
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par, 200,000,000 authorized, 3,029,829 shares issued and 3,023,967 outstanding as of June 30, 2026; and 2,986,116 shares issued and 2,980,254 outstanding as of December 31, 2025			3,030				2,986
Treasury stock, 5,862 common shares			(60,000	)			(60,000	)
Warrants			5,961,150				5,246,150
Additional paid-in capital			147,575,906				146,506,310
Accumulated deficit			(149,449,139	)			(145,826,144	)
Total stockholders’ equity			4,030,947				5,869,302
Total liabilities and stockholders' equity		$	12,289,582				20,724,177

The accompanying notes are an integral part of these condensed unaudited financial statements.

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FEMASYS INC.

Condensed Statements of Operations and Comprehensive Loss

(unaudited)

			Three Months Ended June 30,								Six Months Ended June 30,
			2026				2025				2026				2025
Sales		$	331,827				409,268				756,716				750,532
Cost of sales (excluding depreciation expense)			142,436				158,171				301,042				275,437
Operating expenses:
Research and development			1,946,878				1,414,429				3,256,279				4,382,901
Sales and marketing			1,293,998				984,977				2,609,753				1,893,544
General and administrative			1,931,578				1,616,972				3,713,968				3,339,685
Depreciation and amortization			82,811				86,285				165,081				171,138
Total operating expenses			5,255,265				4,102,663				9,745,081				9,787,268
Loss from operations			(5,065,874	)			(3,851,566	)			(9,289,407	)			(9,312,173	)
Other income (expense):
Interest income			19,694				17,144				69,521				36,173
Change in fair value of conversion option liability			219,000				—				1,732,413				—
Change in fair value of warrants liabilities			545,000				—				4,228,000				—
Interest expense			(186,050	)			(491,500	)			(362,657	)			(950,949	)
Other expense			—				(260,000	)			—				(260,000	)
Total other income (expense), net			597,644				(734,356	)			5,667,277				(1,174,776	)
Loss before income taxes			(4,468,230	)			(4,585,922	)			(3,622,130	)			(10,486,949	)
Income tax expense (benefit)			865				—				865				(4,188	)
Net loss		$	(4,469,095	)			(4,585,922	)			(3,622,995	)			(10,482,761	)
Net loss attributable to common stockholders		$	(4,469,095	)			(4,585,922	)			(3,622,995	)			(10,482,761	)
Basic and diluted loss per share		$	(1.33	)			(3.18	)			(1.08	)			(7.76	)
Weighted-average common shares outstanding, basic and diluted			3,357,117				1,444,036				3,344,767				1,351,264

The accompanying notes are an integral part of these condensed unaudited financial statements.

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FEMASYS INC.

Condensed Statements of Stockholders’ Equity

(unaudited)

		Common stock								Treasury common stock								Warrants				Additional paid-in capital				Accumulated deficit				Total stockholders’ equity
		Shares				Amount				Shares				Amount
THREE MONTHS ENDED JUNE 30, 2026
Balance at March 31, 2026			3,019,649			$	3,025				5,862			$	(60,000	)		$	5,246,150			$	147,080,762			$	(144,980,044	)		$	7,289,893
November 2025 conversion option liability and warrants liabilities reclassification			—				—				—				—				715,000				269,000				—				984,000
Issuance of common stock in connection with ESPP			4,318				5				—				—				—				15,324				—				15,329
Share-based compensation expense			—				—				—				—				—				210,820				—				210,820
Net loss			—				—				—				—				—				—				(4,469,095	)			(4,469,095	)
Balance at June 30, 2026			3,023,967			$	3,030				5,862			$	(60,000	)		$	5,961,150			$	147,575,906			$	(149,449,139	)		$	4,030,947
SIX MONTHS ENDED JUNE 30, 2026
Balance at December 31, 2025			2,980,254			$	2,986				5,862			$	(60,000	)		$	5,246,150			$	146,506,310			$	(145,826,144	)		$	5,869,302
Issuance of common stock in connection with at-the-market offering, net of issuance costs			31,195				31				—				—				—				342,129				—				342,160
November 2025 conversion option liability and warrants liabilities reclassification			—				—				—				—				715,000				269,000				—				984,000
Issuance of common shares in payment of 2023 convertible note interest, including related parties			3,028				3				—				—				—				47,838				—				47,841
Conversion of 2025 convertible notes into common stock			5,172				5				—				—				—				32,877				—				32,882
Issuance of common stock in connection with ESPP			4,318				5				—				—				—				15,324				—				15,329
Share-based compensation expense			—				—				—				—				—				362,428				—				362,428
Net loss			—				—				—				—				—				—				(3,622,995	)			(3,622,995	)
Balance at June 30, 2026			3,023,967			$	3,030				5,862			$	(60,000	)		$	5,961,150			$	147,575,906			$	(149,449,139	)		$	4,030,947

The accompanying notes are an integral part of these condensed unaudited financial statements.

		Common stock								Treasury common stock								Warrants				Additional paid-in capital				Accumulated deficit				Total stockholders’ equity
		Shares				Amount				Shares				Amount
THREE MONTHS ENDED JUNE 30, 2025
Balance at March 31, 2025			1,354,395			$	1,360				5,862			$	(60,000	)		$	1,860,008			$	133,290,445			$	(133,095,096	)		$	1,996,717
Issuance of common stock in connection with at-the-market offering, net of issuance costs			3,999				4				—				—				—				101,453				—				101,457
Issuance of common stock in connection with June 2025 financing, net of issuance costs			264,314				264				—				—				—				3,700,047				—				3,700,311
Issuance of warrants in connection with June 2025 financing			—				—				—				—				56,035				(56,035	)			—				—
Issuance of common stock in connection with ESPP			2,463				2				—				—				—				40,873				—				40,875
Share-based compensation expense			—				—				—				—				—				181,971				—				181,971
Expiration of warrant			—				—				—				—				(94,299	)			94,299				—				—
Conversion of convertible notes into common stock			3,602				4				—				—				—				72,022				—				72,026
Net loss			—				—				—				—				—				—				(4,585,922	)			(4,585,922	)
Balance at June 30, 2025			1,628,773			$	1,634				5,862			$	(60,000	)			1,821,744			$	137,425,075			$	(137,681,018	)		$	1,507,435
SIX MONTHS ENDED JUNE 30, 2025
Balance at December 31, 2024			1,167,797			$	1,174				5,862			$	(60,000	)		$	1,860,008			$	127,701,497			$	(127,198,257	)		$	2,304,422
Issuance of common stock in connection with at-the-market offering, net of issuance costs			190,597				190				—				—				—				5,323,164				—				5,323,354
Issuance of common stock in connection with June 2025 financing, net of issuance costs			264,314				264				—				—				—				3,700,047				—				3,700,311
Issuance of warrants in connection with June 2025 financing			—				—				—				—				56,035				(56,035	)			—				—
Issuance of common stock in connection with ESPP			2,463				2				—				—				—				40,873				—				40,875
Share-based compensation expense			—				—				—				—				—				549,208				—				549,208
Expiration of warrant			—				—				—				—				(94,299	)			94,299				—				—
Conversion of convertible notes into common stock			3,602				4				—				—				—				72,022				—				72,026
Net loss			—				—				—				—				—				—				(10,482,761	)			(10,482,761	)
Balance at June 30, 2025			1,628,773			$	1,634				5,862			$	(60,000	)		$	1,821,744			$	137,425,075			$	(137,681,018	)		$	1,507,435

The accompanying notes are an integral part of these condensed unaudited financial statements.

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FEMASYS INC.

Condensed Statements of Cash Flows

(unaudited)

		Six Months Ended June 30
		2026				2025
Cash flows from operating activities:
Net loss		$	(3,622,995	)			(10,482,761	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			129,384				155,349
Amortization			35,697				15,789
Change in fair value of conversion option liability			(1,732,413	)			—
Change in fair value of warrants liabilities			(4,228,000	)			—
Amortization of right-of-use assets			232,775				260,819
Loss on fixed asset dispositions			—				53,173
Share-based compensation expense			362,428				549,208
Amortization of debt issuance costs and discount			362,657				746,612
Changes in operating assets and liabilities:
Accounts receivable			465,551				233,789
Inventory			(451,028	)			(2,186,415	)
Prepaid and other assets			308,488				165,056
Accounts payable			499,250				1,758,162
Accrued expenses			(184,220	)			(98,297	)
Lease liabilities			(249,081	)			(264,580	)
Other liabilities			(7,690	)			(23,854	)
Net cash used in operating activities			(8,079,197	)			(9,117,950	)
Cash flows from investing activities:
Acquisition of patents			(12,777	)			(2,733	)
Purchases of property and equipment			(88,540	)			(190,834	)
Net cash used in investing activities			(101,317	)			(193,567	)
Cash flows from financing activities:
Proceeds from the issuance of common stock in June 2025 financing			—				4,510,001
Issuance costs for June 2025 financing			—				(804,940	)
Proceeds from at-the-market sales of common stock			352,922				5,496,791
Issuance costs for at-the-market sales of common stock			(10,588	)			(164,904	)
Proceeds from common stock issued through ESPP			15,329				40,875
Net cash provided by financing activities			357,663				9,077,823
Net change in cash and cash equivalents			(7,822,851	)			(233,694	)
Cash and cash equivalents:
Beginning of period			9,266,353				3,451,761
End of period		$	1,443,502				3,218,067
Supplemental cash flow information
Cash paid for:
Income taxes		$	5,550				6,006
Non-cash investing and financing activities:
Property and equipment costs included in accounts payable			4,475				83,602
Acquisition of patents included in accounts payable			3,505				2,776
Issuance of warrants for underwriter commission			—				56,035
Conversion of November 2025 convertible notes into common stock			76,452				—
Conversion of November 2023 convertible notes into common stock			—				85,000
Payment of November 2023 convertible note interest in common stock			47,841				—
Deferred offering costs reclassified to additional paid-in capital			174				13,283

The accompanying notes are an integral part of these condensed unaudited financial statements.

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FEMASYS INC.

Condensed Notes to Financial Statements

(unaudited)

(1)

Organization, Nature of Business, and Liquidity

Organization and Nature of Business

Femasys Inc. (the “Company” or “Femasys”) was incorporated in Delaware on February 19, 2004 and is headquartered in Suwanee, Georgia. The Company is a leading biomedical innovator developing transformative fertility and non-surgical permanent birth control solutions designed to improve the standard of care, expand access, and reduce costs for women worldwide, with a broad patent-protected portfolio of disruptive, accessible, in-office therapeutic and diagnostic products. The Company is a U.S. manufacturer that has received global regulatory approvals for its product portfolio, which is currently being commercialized in the U.S. and key international markets. The Company’s suite of products and U.S. product candidate address what the Company believes are multi-billion dollar global market segments in which there has been little advancement for many years, helping women avoid pharmaceutical solutions, implants and surgery that can be expensive and expose women to harm.

Basis of Presentation

The Company has prepared the accompanying condensed financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to these rules and regulations. These condensed financial statements should be read in conjunction with the Company’s audited financial statements and footnotes related thereto for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on March 31, 2026 (the Annual Report). There have been no material changes to the Company’s significant accounting policies described in Note 2 to the financial statements included in the Annual Report.

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FEMASYS INC.

Condensed Notes to Financial Statements

(unaudited)

In the opinion of management, the unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows at the dates for the periods presented. The results of operations for such interim periods are not necessarily indicative of the results expected for the full year.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting periods. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates.

Liquidity

As of June 30, 2026, the Company had cash and cash equivalents of $1,443,502. Subsequent to June 30, 2026, the Company completed a private placement transaction that generated approximately $30.0 million of gross proceeds (see Note 16).

The Company has incurred recurring losses and generated a net loss of $3.6 million for the six months ended June 30, 2026. The Company expects to continue investing in the commercialization of FemaSeed and other products and in the continued clinical development of FemBloc. Accordingly, the Company expects to incur operating losses and utilize cash in support of these activities.

After considering its cash and cash equivalents as of June 30, 2026 and the proceeds received from the private placement completed subsequent to quarter-end, management believes the Company has sufficient liquidity to fund its planned operations, capital requirements, and other obligations for at least the twelve-month period following the issuance of these condensed financial statements.

Reverse Stock Split

On June 5, 2026, the Company filed an amendment to its Eleventh Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of 1-for-20 (the “Reverse Stock Split”). The Reverse Stock Split did not change the authorized number of shares of the Company’s common stock. The Amendment was authorized by the stockholders of the Company at the Company’s special meeting of stockholders held on April 29, 2026.

Pursuant to the Amendment, on June 5, 2026, every 20 shares of common stock were automatically converted into one share of common stock, without any change in par value per share. No fractional shares were issued and any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share at the Depository Trust Company (DTC) participant level.

The Reverse Stock Split applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable was adjusted proportionately as a result of the Reverse Stock Split. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. The common stock reserved for future issuance under the Company’s 2021 Equity Incentive Plan has been proportionally adjusted. Unless otherwise indicated, all references in these financial statements to common stock, share data, per share data and underlying stock options, warrants, and restricted stock units have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

The Reverse Stock Split became effective at 8:40 a.m. Eastern Time on June 5, 2026, and the Company’s common stock began trading on a split-adjusted basis at the opening of trading on June 8, 2026. All shares of common stock, including common stock underlying warrants, stock options and restricted stock units, as well as all conversion ratios, exercise prices, conversion prices and per share information in the condensed financial statements have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this Quarterly Report on Form 10-Q.

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FEMASYS INC.

Condensed Notes to Financial Statements

(unaudited)

Recently Issued Accounting Pronouncements – Recently Adopted

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The ASU clarifies the accounting for induced conversion of convertible debt instruments and requires entities to recognize the fair value of any incremental consideration provided to induce conversion as expense. ASU 2024-04 is effective for the Company’s annual reporting periods beginning after December 15, 2025. The Company adopted the ASU on January 1, 2026, and it did not have an impact on the Company’s financial statements.

Recently Issued Accounting Pronouncements – Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The standard requires public business entities to disclose additional information about specific expense categories included in relevant income statement captions, including purchases of inventory, employee compensation, depreciation, amortization of intangible assets, and certain other expenses. ASU 2024-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026. Early adoption is permitted. The ASU may be applied either with a prospective or a fully retrospective transition method. Management is currently assessing the impact of this standard on the Company’s financial statements and will adopt the ASU on January 1, 2027.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify the applicability of the interim reporting guidance in Topic 270 and improve the navigability of interim disclosure requirements by providing a more comprehensive listing of disclosures required in interim financial statements. The ASU is effective for the Company’s interim periods in annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The ASU may be applied either with a prospective method or a fully retrospective method of transition. Management is currently assessing the impact of this standard on the Company’s financial statements and will adopt the ASU on January 1, 2028.

No other new accounting pronouncements issued or effective have had, or are expected to have, a material impact on the Company’s financial statements.

(2)

Fair Value of Financial Instruments

The Company applies a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model‑based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model‑based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions market participants would use in pricing the asset or liability.

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and other liabilities approximate their fair value because of the short‑term maturity of these financial instruments.

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On April 29, 2026, following shareholder approval permitting the issuance of shares underlying the Conversion Option and Warrants in excess of the Nasdaq 19.99% limitation (see Note 8b), the limitation that had previously prevented the Conversion Option and Warrants from meeting the equity classification criteria under ASC 815-40 was eliminated. Accordingly, the Company reassessed the instruments under ASC 815-40 and determined that the Conversion Option and Warrants met the criteria for equity classification. The derivative liabilities were reclassified to additional paid-in capital and warrant equity, respectively, at their fair values on the April 29, 2026 reclassification date. Following the reclassification, the instruments are no longer remeasured at fair value on a recurring basis. Prior to their reclassification to equity on April 29, 2026, the Conversion Option liability and Warrants liabilities were classified within Level 3 of the fair value hierarchy.

The fair value of the Any Market Purchase Agreement (“AMPA,” see Note 9) was measured as of the June 30, 2026 reporting period using Level 3 inputs. The fair value was determined to be de minimis as of the June 30, 2026 reporting period.

The fair values of the Conversion Option liability and Warrants liabilities related to the 2025 Notes (see Note 8b) were measured as of December 31, 2025 and immediately prior to their reclassification on April 29, 2026. During the period, the Company recognized changes in fair value resulting from the March 19, 2026 modification of the Conversion Option and Warrants which were partially offset by the issuance of the Series D-1 Warrants, and from subsequent remeasurement through the April 29, 2026 reclassification date. The changes in fair value between the periods were recognized as gains in other income (expense), net in the condensed statements of operations and comprehensive loss. Activity during the period is summarized below:

		Fair Value of Conversion Option Liability				Fair Value of Warrants Liabilities
Balance at December 31, 2025		$	2,014,000			$	4,943,000
Change in fair value other than modification			(1,112,413	)			(4,084,000	)
Change in fair value related to March 19, 2026 modification			(401,000	)			(1,801,000	)
Issuance of Series D-1 Warrants			—				2,202,000
Conversion of convertible note			(12,587	)			—
Change in fair value other than modification			(219,000	)			(545,000	)
Reclassification to equity upon April 29, 2026 shareholder approval			(269,000	)			(715,000	)
Balance at April 29, 2026 reclassification		$	—			$	—

The fair values of the Conversion Option liability and Warrants liabilities were estimated using the Black-Scholes option pricing model with Level 3 inputs, with the following assumptions immediately prior to the reclassification on April 29, 2026:

		Conversion Option Liability				Warrants Liabilities
Expected term (in years)			2.52				2.52
Risk‑free interest rate			3.8	%			3.8	%
Dividend yield			—	%			—	%
Expected volatility			30	%			30	%
Exercise price		$	14.60				$11.60-22.00
Stock price		$	7.40			$	7.40
Black-Scholes value		$	0.26				$0.04-0.56

The valuations of the Conversion Option liability and Warrants liabilities prior to reclassification in April 2026 (see Note 8b) were calibrated such that the aggregate change in fair value of the outstanding Conversion Option and Warrants equaled the fair value of the Series D-1 Warrants issued on the modification date. This calibration resulted in an expected volatility assumption of 30%, which was also the volatility assumption used to value the Conversion Option liability and Warrants liabilities as of April 29, 2026. If the Company used the historical volatility of its common stock as the expected volatility assumption, the estimated value of the Conversion Option liability and Warrants liabilities would be higher. The expected terms of the Conversion Option and Warrants as of April 29, 2026, were consistent with the terms used as of December 31, 2025, as adjusted for additional time lapsed, which were based on the Company’s option to mandate conversion of the Notes upon achieving certain milestones (see Note 8b) as well as the expectation that the Warrants will be exercised upon a significant increase in the price of the Company’s common stock. If the Company used the contractual term of the Conversion Option and Warrants as the expected term, the estimated value of the Conversion Option liability and Warrants liabilities would be higher.

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We review the fair value hierarchy classification of our applicable assets and liabilities on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. During the quarter ended June 30, 2026, there were no transfers between Level 1, Level 2 and Level 3, other than derecognition of the Conversion Option liability and Warrants liabilities from Level 3.

The carrying amounts of cash and cash equivalents, accounts receivable, customer deposits, accounts payable and accrued expenses approximate fair value due to their short-term nature. As of June 30, 2026, the fair value of the 2025 notes (excluding the conversion option, see Note 8b), calculated using a discounted cash flow analysis with Level 3 inputs, was approximately $3.8 million.

(3)

Cash and Cash Equivalents

As of June 30, 2026 and December 31, 2025, money market funds and short-term U.S. Treasury bills included in cash and cash equivalents on the balance sheets were $1,049,916 and $7,110,655, respectively, which are classified as Level 1 within the fair value hierarchy. The Company considers all highly liquid investments with an initial maturity of three months or less when purchased to be cash equivalents.

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FEMASYS INC.

Condensed Notes to Financial Statements

(unaudited)

(4)

Inventories

Inventory, stated at cost, consisted of the following:

			June 30, 2026				December 31, 2025
Materials		$	2,010,268				2,060,521
Work in progress			1,507,699				1,266,542
Finished goods			2,673,310				2,413,186
Inventory		$	6,191,277				5,740,249

(5)

Accrued Expenses

Accrued expenses included the following:

			June 30, 2026				December 31, 2025
Incentive and other compensation costs		$	762,526				870,910
Clinical trial costs			179,591				259,293
Director fees			72,944				71,250
Other			18,651				64,320
Accrued expenses		$	1,033,712				1,265,773

(6)

Revenue Recognition

Revenue is recognized upon shipment of our goods based upon contractually stated pricing at standard payment terms typically ranging from 30 to 60 days. All revenue is recognized at a point in time. As of June 30, 2026, there were no unsatisfied performance obligations.

The majority of products sold directly to U.S. customers are shipped via common carrier, and the customer pays for shipping and handling and assumes control at Free on Board (FOB) shipping point. Products shipped to our international distributors are in accordance with their respective agreements; however, the shipping terms are generally EX-Works, reflecting that control is assumed by the distributor at the shipping point. Returns are accepted only with prior authorization from the Company. Items to be returned must be in original unopened cartons and are subject to a 30% restocking fee. Throughout the periods presented, the Company has not had a history of significant returns.

The following table summarizes our sales by geographic region:

		Three Months Ended June 30,								Six Months Ended June 30,
Primary geographical markets		2026				2025				2026				2025
U.S.		$	324,627				337,310				691,958				678,574
International			7,200				71,958				64,758				71,958
Total		$	331,827				409,268				756,716				750,532

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FEMASYS INC.

Condensed Notes to Financial Statements

(unaudited)

(7)

Commitments and Contingencies

Legal Claims

Occasionally, the Company may be a party to legal claims or proceedings, the outcomes of which are subject to significant uncertainty. In accordance with Accounting Standards Codification (ASC) 450, Contingencies, the Company will assess the likelihood of an adverse judgment for any outstanding claim as well as ranges of probable losses. When it has been determined that a loss is probable and the amount can be reasonably estimated, the Company will record a liability. For the periods presented, there were no material legal contingencies requiring accrual or disclosure.

The Company, as permitted under Delaware law and in accordance with its bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The Company entered into employment agreements with its officers, which provide for indemnification protection in the executive’s capacity as an officer for actions taken within the scope of employment. The maximum amount of potential future indemnification is unlimited; however, the Company has obtained director and officer insurance that limits its exposure. The Company believes the fair value for these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations as of June 30, 2026 and December 31, 2025.

(8)

Convertible Notes with Warrants

(a)

Convertible Notes with Warrants (November 2023 Financing)

On November 21, 2023, the Company issued (i) senior unsecured convertible notes (“Notes”) in an aggregate principal amount of $6,850,000 (“2023 Notes”), convertible into shares of common stock at a conversion price of $23.60 per share, (ii) Series A Warrants to purchase up to an aggregate of 290,256 shares of common stock at an exercise price of $23.60 per share, and (iii) Series B Warrants, together with the Series A Warrants, and, together with the convertible notes, to purchase up to an aggregate of 290,256 shares of common stock at an exercise price of $29.50 per share. The financing resulted in aggregate gross proceeds of $6,850,000, before $525,144 of issuance costs.

The 2023 Notes accrued interest at a rate of 6.0% per annum, payable annually, in cash or shares of common stock at the Company’s option. In November 2025, the Company paid $407,841 in accrued interest in 25,813 shares of common stock.

As noted above, the 2023 Notes were convertible into shares of common stock at the election of the holder at any time at an initial conversion price of $23.60. The conversion feature did not meet the requirements for separate accounting and was not accounted for as a derivative instrument. In April 2025, $85,000 of convertible notes were converted into 3,602 shares of common stock. The 2023 Notes matured on November 21, 2025, and were repaid in full by the Company with proceeds from the November 2025 Financing discussed below. No gain or loss was recorded upon repayment of the 2023 Notes.

Warrants

The Series A Warrants are exercisable immediately and expire five years from the date of issuance. The Company has the right to call the exercise of the Series A Warrants if the closing price of the common stock exceeds 200% of the Series A Exercise Price for 10 consecutive trading days and the daily dollar trading volume of the common stock exceeds $1,000,000 per day during the same period and certain equity conditions are satisfied.

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FEMASYS INC.

Condensed Notes to Financial Statements

(unaudited)

The Series B Warrants expired in November 2024.

The Series A Warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.

For the three months ended June 30, 2025, the Company recognized total interest expense on the 2023 Notes of $491,500, including coupon interest expense of $101,587 and amortization of debt discount and issuance costs of $389,913. For the six months ended June 30, 2025, the Company recognized total interest expense of $950,949, including coupon interest expense of $204,337 and amortization of debt discount and issuance costs of $746,612.

(b)

Convertible Notes with Warrants (November 2025 Financing)

In November 2025, the Company issued (i) senior secured convertible notes (“2025 Notes”) in an aggregate principal amount of $12,000,000, convertible into 818,544 shares of common stock at a conversion price of $14.66 per share, (ii) Series A-1 Warrants to purchase up to an aggregate of 818,937 shares of common stock at an exercise price of $16.20 per share, subject to adjustments, (iii) Series B-1 Warrants to purchase an aggregate of 818,937 shares of common stock at an exercise price of $18.40 per share, subject to adjustments, and (iv) Series C-1 Warrants to purchase an aggregate of 818,937 shares of common stock at an exercise price of $22.00 per share, subject to adjustments (Series A-1 Warrants, Series B-1 Warrants and Series C-1 Warrants are collectively the “Warrants”). The financing resulted in aggregate gross proceeds of $12,000,000, before $718,528 of issuance costs.

The 2025 Notes accrue interest at a rate of 8.5% per annum, payable annually in-kind by increasing the principal balance outstanding. The Company granted a security interest in substantially all of its assets to the holders of the 2025 Notes. The 2025 Notes mature in November 2035. The Company has a call option where it may voluntarily redeem the 2025 Notes after seven and one half years from Note issuance at 112% of the then-outstanding principal.

The 2025 Notes are convertible into shares of common stock at the election of the holder at any time (“Conversion Option”) at an initial conversion price of $14.66 (“Conversion Price”). The Conversion Price is adjustable proportionally for certain events including stock splits, reverse stock splits and stock dividends (each a “Share Combination Event”). Additionally, prior to the March 2026 modification discussed below, upon a Share Combination Event, the conversion price would also have been further adjusted to the lowest dollar volume-weighted average price (VWAP) of the Company’s common stock during the five-day period following any Share Combination Event, but only if the conversion price (after the standard proportional adjustment) was higher than the market price.

The Company may require conversion of the 2025 Notes, in whole or in part, if at any time (i) a Registration Statement is effective, (ii) for the immediately preceding thirty (30) consecutive trading days, the VWAP has exceeded 450% of the then-effective Conversion Price on each such trading day, (iii) the total daily trading volume of the Common Stock is at least $1,500,000, and (iv) certain equity conditions are satisfied (effective registration statement is available and sufficient authorized shares are available, among other conditions). The holders of the 2025 Notes may require prepayment of principal and accrued interest upon certain Events of Default (failure to timely pay amounts owed under the 2025 Notes, failure to deliver shares upon conversion of the 2025 Notes or exercise of the related Warrants, failure to maintain an effective registration statement related to the common shares underlying the 2025 Notes and related Warrants, etc.), and the Company must redeem the 2025 Notes if involuntary bankruptcy proceedings are initiated against the Company and not dismissed within 60 days or if the Company voluntarily initiates bankruptcy. Additionally, in the event of certain merger, acquisition or business combination transactions (a "Fundamental Transaction" as defined in the 2025 Notes), the Company must redeem the 2025 Notes, and if the Fundamental Transaction occurs in the first 5 years of note issuance, the redemption will include a premium.

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If the Company offers future rights such as convertible securities, options, or warrants to purchase common stock to common stockholders (“Purchase Rights”), the holders of the 2025 Notes are likewise entitled to receive such Purchase Rights as if the Notes were converted and the corresponding shares of common stock were outstanding.

As of June 30, 2026, $76,452 of the 2025 Notes and accrued interest thereon were converted into 5,172 shares of common stock.

Warrants

The Series A-1 Warrants are exercisable immediately and expire ten years from the date of issuance. The Series B-1 Warrants are exercisable immediately and expire at the earlier of (i) the tenth anniversary of the issuance of the Warrants, or (ii) 45 days after the Company discloses two consecutive quarters of at least $3.25 million in sales. The Series C-1 Warrants are exercisable immediately and expire at the earlier of (i) the tenth anniversary of the issuance of the Warrants, or (ii) 45 days after the Company discloses FDA approval of FemBloc.

The exercise price of the Warrants and the related number of shares into which the Warrants are exercisable are adjustable proportionally in the event of a Share Combination Event. Additionally, similar to the Conversion Option in the 2025 Notes and prior to the March 2026 modification discussed below, upon a Share Combination Event, the exercise prices of the Warrants would also have been further adjusted to the lowest VWAP of the Company’s common stock during the five-day period following any Share Combination Event, but only if the exercise price (after the standard proportional adjustment) was higher than the market price.

In the event of a Fundamental Transaction within the Company’s control, the holders of the Warrants are entitled to put the unexercised portion of the Warrants to the Company in exchange for cash at their then Black-Scholes value. If the Fundamental Transaction is outside of the Company’s control, the holders of the Warrants may receive consideration for the unexercised portion of the Warrants equal to the then Black-Scholes value in the same form (cash or equity) as other common shareholders pursuant to the Fundamental Transaction.

If the Company offers future rights such as convertible securities, options, or warrants to purchase common stock to common stockholders (“Purchase Rights”), the holders of the Warrants are likewise entitled to receive such Purchase Rights as if the Warrants were exercised and the corresponding shares of common stock were outstanding.

As of June 30, 2026, no Warrants have been exercised.

In March 2026, the Company modified the Conversion Option in the 2025 Notes and the exercise prices of the related Warrants to remove the market-related adjustment to the conversion price and exercise prices, respectively, that would otherwise have occurred upon a Share Combination Event. As consideration for this modification, the Company issued to the holders of the 2025 Notes and related Warrants new Series D-1 Warrants, which allow the holders to purchase an aggregate number of 818,937 shares of the Company’s common stock at an exercise price of $11.60 per share. The Series D-1 Warrants expire in March 2029.

In April 2026, the Company’s shareholders approved the issuance of shares of common stock issuable upon conversion of the 2025 Notes and exercise of the Series A-1, B-1, C-1, and D-1 Warrants, including any issuances to directors and officers of the Company who are holders of these instruments, in excess of 19.99% of the issued and outstanding shares of common stock of the Company (to the extent that anti-dilution or price adjustment provisions in the instruments result in an effective conversion or exercise price below the Nasdaq Minimum Price).

The 2025 Notes and Warrants are freestanding financial instruments that are legally detachable and separately exercisable from one another. The Conversion Option within the 2025 Notes is not a freestanding financial instrument. Prior to obtaining shareholder approval on April 29, 2026, the embedded Conversion Option within the 2025 Notes and the Warrants were determined not to be indexed to the Company’s common stock due to (i) provisions permitting adjustments to the conversion price of the 2025 Notes and the exercise prices of the Warrants upon a Share Combination Event beyond a standard proportional adjustment (but only if the market price of the Company’s common stock was lower than the Conversion Price of the 2025 Notes or exercise prices of the Warrants) and (ii) the requirement that shareholder approval be obtained for conversions and exercises exceeding 19.99% of the Company’s outstanding shares of common stock. As a result, at issuance, the embedded Conversion Option was bifurcated from the 2025 Notes, and both the Conversion Option and the Warrants, including the Series D-1 Warrants, were recognized as derivative liabilities on the Company’s balance sheet. These derivative liabilities were subsequently remeasured at fair value at each reporting period until the equity classification criteria were satisfied on April 29, 2026. Following shareholder approval obtained on April 29, 2026 permitting the issuance of shares in excess of the Nasdaq 19.99% limitation, the Company reassessed the instruments under ASC 815-40 and determined that the Conversion Option and the Warrants met the criteria for equity classification. The Company recorded a final fair value adjustment resulting in a gain of approximately $0.8 million recognized in earnings and reclassified approximately $1.0 million of derivative liabilities to additional paid-in capital and warrant equity. Subsequent to such reclassification, the instruments are no longer remeasured at fair value.

The 2025 Notes are accreted to their maturity value based on the effective interest method. For the three and six months ended June 30, 2026, the Company recognized total interest expense on the 2025 Notes of $186,050 and $362,657, respectively, related to the amortization of debt discount and issuance costs. The effective interest rate of the 2025 Notes is approximately 21.9%.

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See Note 2 for further detail regarding fair value of the 2025 Notes, Conversion Option and Warrants liabilities.

The following summarizes the carrying values of the 2025 Notes as of June 30, 2026 and December 31, 2025:

		Stated Interest Rate				June 30, 2026				December 31, 2025
Face value of November 2025 Notes			8.5	%			11,925,000				12,000,000
PIK interest on November 2025 Notes							638,067				132,139
Less unamortized discount and debt issuance costs							(9,041,841	)			(8,953,275	)
Convertible Notes Payable						$	3,521,226			$	3,178,864

No amounts are due under the 2025 Notes until they mature in November 2035.

(9)

Stockholders’ Equity

On July 1, 2022, the Company filed a shelf registration statement to sell up to $150 million in common and preferred stock, debt securities and warrants. Additionally, the Company entered into an Equity Distribution Agreement with Piper Sandler & Co. (the “Sales Agent”) and filed a related prospectus establishing an “at-the-market” facility, pursuant to which the Company may offer and sell shares of common stock from time to time through the Sales Agent. In October 2023, the Sales Agent was authorized to sell shares for aggregate proceeds up to $16.7 million at current market prices until all shares are sold.

For the six months ended June 30, 2026, the Company sold 31,195 shares of common stock for aggregate proceeds of approximately $353,000, and as of June 30, 2026, approximately $9.4 million remained available for sale pursuant to the prospectus. As of June 30, 2026, the amount the Company was authorized to sell was subject to baby-shelf limitations. Under SEC Rule 415(a)(1)(x), companies whose public float is less than $75 million are limited in the aggregate amount of securities that may be sold on a primary basis under a shelf registration statement during any twelve-month period to no more than one-third of such company's public float. As of June 30, 2026, the Company’s public float was below $75 million, and the one-third limit constrains the total amount of common stock it is able to sell under the Equity Distribution Agreement in any twelve-month period to an amount that may be substantially less than the approximately $9.4 million of capacity nominally available under the prospectus.

June 2025 Financing

In June 2025, the Company sold 180,000 shares of common stock in an underwritten public offering at $17.00 per share. The Company also sold 84,314 shares of common stock in a separate concurrent private placement at a price of $17.00 per share to certain existing institutional stockholders and a price of $20.40 per share to certain directors and officers. The offering resulted in aggregate gross proceeds of $4,510,001, before $804,940 of transaction costs.

Additionally, common warrants to purchase 5,287 shares of common stock were issued to the underwriter as a commission for services performed. The underwriter warrants are exercisable beginning December 2, 2025, have a 5-year term and an exercise price of $21.25 per share. The warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. The warrants were valued at $56,035 using Black-Scholes assumptions. As of June 30, 2026, 5,287 underwriter warrants remain outstanding.

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Any Market Purchase Agreement (“AMPA”)

On June 30, 2025, the Company entered into an Any Market Purchase Agreement (“Purchase Agreement” or “AMPA”) with Alumni Capital LP (“Alumni”) whereby the Company has the right, but not the obligation, to sell to Alumni up to an aggregate of $10 million in shares of common stock in a series of purchases until December 31, 2026. The Company may elect that Alumni purchase up to $1 million in shares of common stock (or up to $5 million if mutually agreed) at either (i) the lowest traded price for the four previous business days, multiplied by 90% or (ii) up to the lesser of (a) $1 million in shares of common stock or (b) 100% of the average daily trading volume of common stock for the previous two business days at the lowest daily dollar volume-weighted average price, multiplied by 97%. The Company is limited to issuances to Alumni of up to 19.99% of the shares of common stock outstanding immediately prior to the execution of the Purchase Agreement. The Purchase Agreement allows the Company to raise equity on a periodic basis at its discretion depending on a variety of factors including market conditions, the trading price of the common stock, and use of proceeds for operating activities. Due to certain pricing and settlement provisions, the Purchase Agreement includes an embedded put option contract. The Company accounts for the Purchase Agreement as a derivative, with a fair value deemed de minimis. The difference between the discounted purchase price and the fair value of the shares is expensed in the period the transaction occurs as a non-cash, non-operating financing cost. See Note 2 for further detail regarding fair value of the AMPA.

As of June 30, 2026, no shares have been sold under the AMPA.

August 2025 Financing

On August 25, 2025, the Company entered into a securities purchase agreement pursuant to which the Company sold (i) 521,731 shares of common stock in a public offering and to certain Company officers, (ii) pre-funded warrants to purchase 587,500 shares of common stock, and (iii) common warrants to purchase 1,109,237 shares of common stock. Additionally, common warrants to purchase 22,185 shares of common stock were issued to the underwriter as compensation for services performed.

The pre-funded warrants, common warrants and underwriter warrants were exercisable immediately following the closing date of the offering. The pre-funded warrants have an unlimited term and an exercise price of $0.002 per share. The common warrants have a 5-year term and an exercise price of $7.20 per share, except for common warrants sold to certain Company officers, which have an exercise price of $10.31 per share. The underwriter warrants have a 5-year term and an exercise price of $9.00 per share. The offering resulted in aggregate gross proceeds of $7,998,826, before $930,132 of transaction costs.

The pre-funded warrants and common warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.

The common stock was valued at $3,770,001, based on the Company’s stock price. The pre-funded warrants and common warrants were valued at $4,230,000 and $5,324,301, respectively, using the following Black-Scholes’ assumptions:

		Pre- funded warrants				Common warrants				Underwriter warrants
Expected term (in years)			4				4				4
Risk‑free interest rate			3.64	%			3.64	%			3.64	%
Dividend yield			—	%			—	%			—	%
Expected volatility			90.63	%			90.63	%			90.63	%
Exercise price		$	0.002				$7.20 - $10.31			$	9.00
Stock price		$	7.20				$7.20 - $10.31			$	7.20
Black-Scholes value		$	7.20				$4.80 - 5.40			$	4.40

The net proceeds of $7,068,694 were allocated to the common stock, pre-funded warrants and common warrants using the relative fair value method and were recorded to stockholders’ equity.

As of June 30, 2026, 337,501 pre-funded warrants, 648,278 common warrants and 22,185 underwriter warrants remain outstanding.

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FEMASYS INC.

Condensed Notes to Financial Statements

(unaudited)

(10)

Equity Incentive Plans and Warrants

In June 2021, in connection with the IPO, the 2021 Equity Incentive Plan (2021 Plan), which was adopted by the Board of Directors in February 2021 and approved by stockholders in March 2021, became effective. As of June 30, 2026, approximately 256,501 shares were reserved for future issuance under the Company’s stock plans for stock options and RSUs.

Stock-Based Awards

(a)

Stock Option Plans

Activity under the Company’s stock option plans for the six months ended June 30, 2026 was as follows:

		Number of options				Weighted average exercise price				Aggregate Intrinsic Value
Outstanding at December 31, 2025			191,552			$	29.36				92,127
Granted			11,280				6.70				2,045
Forfeited			(34,226	)			26.90
Outstanding at June 30, 2026			168,606			$	28.34			$	2,045
Vested and exercisable at June 30, 2026			98,295			$	36.52			$	—

The intrinsic value represents the amount by which the market price of the underlying stock at June 30, 2026 exceeds the exercise price of an option.

(b)

Inducement Grants

Since 2023, the Company has granted inducement grants, which are stock option grants to certain employees for the right to purchase shares, which were approved by the Compensation Committee. The inducement grants vest in equal installments over four years provided the employee remains employed by the Company on the vesting date. For the six months ended June 30, 2026, 16,750 options were granted and 1,875 options were forfeited.

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FEMASYS INC.

Condensed Notes to Financial Statements

(unaudited)

The inducement grants are summarized as follows:

		Number of options				Weighted average exercise price				Weighted average remaining life years
Outstanding at December 31, 2025			6,875			$	50.40				4.53
Granted			16,750				9.28				9.69
Forfeited			(1,875	)			26.40				—
Outstanding at June 30, 2026			21,750			$	20.80				8.77
Vested and exercisable at June 30, 2026			5,000			$	59.40				5.66

The Black-Scholes weighted-average assumptions for stock option awards granted to employees and nonemployees for the six months ended June 30, 2026 were as follows:

		Six Months Ended June 30, 2026
		Employees								Nonemployees
		2021 Plan				Inducement Grants				2021 Plan
Options Granted			6,000				16,750				5,280
Fair Value of Awards		$	5.53				7.36			$	5.05
Exercise Price		$	6.92				9.28			$	6.45
Expected term (in years)			6.25				6.25				5.67
Risk‑free interest rate			4.15	%			3.83	%			4.10	%
Dividend yield			—	%			—	%			—	%
Expected volatility			96.38	%			96.84	%			97.40	%

No options were exercised for the six months ended June 30, 2026 under our stock option plans.

(c)

Restricted Stock Units (RSUs)

Restricted stock units were granted to employees in the first quarter of 2026 with service-based vesting conditions. Related activity during the six months ended June 30, 2026 was as follows:

		Number of RSUs				Weighted average grant date fair value
Outstanding at December 31, 2025			—			$	—
Granted			71,750				10.85
Forfeited			(1,025	)			10.40
Outstanding at June 30, 2026			70,725			$	10.85

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(d)

Share-Based Compensation Expense

The following table shows the share-based compensation expense related to stock option and RSU grants to employees and nonemployees by financial statement line item on the accompanying condensed statements of operations and comprehensive loss:

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Research and development		$	35,744				68,299				64,681				205,223
Sales and marketing			22,529				21,418				38,453				10,987
General and administrative			152,547				92,254				259,294				332,998
Total share-based compensation expense		$	210,820				181,971				362,428				549,208

Share-based compensation expense by award type during the three and six months ended June 30, 2026 and 2025 was as follows:

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Stock options			110,462				167,087				217,337				534,324
ESPP			6,636				14,884				6,636				14,884
Restricted stock units			93,722				—				138,455				—
Total share-based compensation expense		$	210,820				181,971				362,428				549,208

As of June 30, 2026, the remaining share-based compensation expense for stock options that are expected to be recognized in future periods for employees and nonemployees is $885,087, over a weighted average period of 2.4 years.

As of June 30, 2026, the remaining share-based compensation expense for RSUs that is expected to be recognized in future periods for employees is $629,216, over a weighted average period of 2.9 years.

(e)

Employee Stock Purchase Plan (ESPP)

For the six months ended June 30, 2026, 4,318 shares of common stock were issued under the Company’s ESPP Plan. As of June 30, 2026, the total number of shares of common stock reserved for future awards under the ESPP was 56,405.

(11)

Related‑Party Transactions

In November 2023, the Company issued unsecured convertible notes and accompanying Series A and Series B Warrants (see Note 8a). The transaction included the issuance of a $5 million convertible note and 211,865 Series A and 211,865 Series B Warrants to PharmaCyte Biotech, Inc. (“PharmaCyte”). The interim CEO, President and Director of PharmaCyte Biotech, Inc., Joshua Silverman, served on the Company’s board of directors until March 2026. The Series B Warrants expired in November 2024. In November 2025, the Company paid PharmaCyte accrued interest on the convertible note of $300,000 in equity of 18,988 common shares. In November 2025, the convertible notes principal balance of $5 million was repaid at maturity. No amounts were due to PharmaCyte as of June 30, 2026.

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In conjunction with the June 2025 Financing (see Note 9), certain executive officers and a director of the Company purchased an aggregate of 4,904 shares of the Company’s common stock in a private placement at a price of $20.40 per share, for total gross proceeds of $100,001. Other investors in the private placement purchased common stock at a discounted price of $17.00 per share. No amounts were due to or from these related parties in connection with this transaction as of June 30, 2026.

In conjunction with the August 2025 Financing (see Note 9), certain executive officers of the Company purchased 4,369 common shares, with a common warrant, with a combined price of $10.31. Gross proceeds from the transaction totaled $45,001. The price equaled the market price of the Company’s stock on the applicable purchase date. The common warrants have a 5-year term and an exercise price of $10.31 per share. The warrants remain outstanding as of June 30, 2026. No amounts were due to or from these related parties in connection with this transaction as of June 30, 2026.

In the November 2025 Financing (see Note 8b), certain executive officers and directors of the Company purchased senior secured convertible notes with a combined principal balance of $175,000, convertible into common shares at a price of $14.66 per share. Additionally, in connection with the convertible notes, the officers and directors were issued 11,946 Series A-1 Warrants, 11,946 Series B-1 Warrants and 11,946 Series C-1 Warrants at exercise prices of $16.20, $18.40 and $22.00 per share, respectively. In March 2026, in connection with the modification of the Conversion Option in the 2025 Notes and the Series A-1, B-1, and C-1 Warrants, the officers and directors were issued 11,946 Series D-1 Warrants at an exercise price of $11.60 per share. As of June 30, 2026, $175,000 in convertible notes were due to the officers and directors, in addition to accrued interest of $9,627. All Series A-1, Series B-1, Series C-1 and Series D-1 warrants issued to the officers and directors remain outstanding as of June 30, 2026.

During the six months ended June 30, 2026, and the year ended December 31, 2025, the Company employed a family member of the CEO. The compensation paid is consistent with market standards for comparable positions.

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FEMASYS INC.

Condensed Notes to Financial Statements

(unaudited)

(12)

Net Loss per Share Attributable to Common Stockholders

The Company presents basic and diluted earnings per share (“EPS”) data for its common stock. Basic EPS is calculated by dividing the income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the net income (loss) attributable to common stockholders and the weighted-average number of shares of outstanding for the effects of potentially dilutive common shares, including stock options, restricted stock units, warrants and convertible notes, if the effect is dilutive. Since the shares underlying the November 2025 pre-funded warrants were issuable for little consideration of $0.0001 per share, they were considered outstanding for both basic and diluted loss per share from the date of issuance. For the three and six month periods ended June 30, 2026, unexercised pre-funded warrants of 337,501 were considered outstanding.

The Convertible Notes and certain warrants are considered participating securities under ASC 260 Earnings per Share, because they entitle holders to participate in dividends on a nonforfeitable basis. Other warrants and the Company’s stock options and restricted stock units do not have such rights and are not considered participating securities.

When participating securities are present, ASC 260 requires the use of the two-class method when computing basic EPS. The two-class method is an earnings allocation formula that allocates net income to common stockholders and participating securities based on their respective rights to receive dividends and share in undistributed earnings. Participating securities do not have a contractual obligation to share in losses; therefore, net losses are not allocated to participating securities.

For diluted EPS, the Company evaluates the potential dilutive effect of participating securities and other instruments. Stock options, restricted stock units and certain warrants are included in diluted EPS using the treasury stock method, while convertible notes are evaluated using the if-converted method, as applicable. Potential common shares are included in diluted EPS only when their effect is dilutive. For the three and six months ended June 30, 2026 and 2025, diluted net loss per share equals basic net loss per share because the inclusion of potentially dilutive securities would have been anti-dilutive.

The following table sets forth the computation of the basic and diluted net loss per share:

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Net loss attributable to common stockholders, basic and diluted		$	(4,469,095	)			(4,585,922	)			(3,622,995	)			(10,482,761	)
Weighted average common shares outstanding, basic and diluted			3,357,117				1,444,036				3,344,767				1,351,264
Loss per share, basic and diluted		$	(1.33	)			(3.18	)			(1.08	)			(7.76	)

The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding because they would be anti-dilutive:

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Options to purchase common stock			190,356				232,462				190,356				232,462
Restricted stock units to purchase common stock			70,725				—				70,725				—
Warrants to purchase common stock, in connection with April 2023 financing			3,442				3,442				3,442				3,442
Warrants to purchase common stock, in connection with November 2023 financing			290,256				290,256				290,256				290,256
Warrants to purchase common stock, in connection with June 2025 financing			5,287				5,287				5,287				5,287
Warrants to purchase common stock, in connection with August 2025 financing			670,463				—				670,463				—
November 2025 convertible notes and PIK interest, if converted			856,962				—				856,962				—
Warrants to purchase common stock, in connection with November 2025 financing			3,275,748				—				3,275,748				—
Warrants to purchase common stock			7,083				7,083				7,083				7,083
Total potential shares			5,370,322				538,530				5,370,322				538,530

(13)

Income Taxes

The effective tax rate of approximately 0% for the six months ended June 30, 2026 and 2025 was lower than the statutory rate due to the Company remaining in a full valuation allowance position.

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(14)

Segment Reporting

In accordance with FASB ASC Topic 280, Segment Reporting, the Company has determined that it operates as a single business segment, which is the development and commercialization of therapeutic and diagnostic products that service women’s reproductive health needs (fertility and permanent birth control).

The determination of a single business segment is consistent with the financial information regularly provided to the Company’s chief operating decision maker (“CODM”). As a single reportable segment entity, the Company’s segment performance measure is net loss attributable to shareholders. The measurement of segment assets is reported on the balance sheet as total assets. The Company’s CODM is its Chief Executive Officer and Chief Financial Officer, who together review and evaluate net income (loss) for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

Significant segment expenses, as provided to the CODM, are as follows:

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Sales		$	331,827				409,268				756,716				750,532
Cost of sales (excluding depreciation expense)			142,436				158,171				301,042				275,437
Research and development expense			616,014				89,217				1,054,814				1,048,380
Other research and development expense1			1,330,864				1,325,212				2,201,465				3,334,521
Total research and development expense			1,946,878				1,414,429				3,256,279				4,382,901
Sales and marketing expense			1,293,998				984,977				2,609,753				1,893,544
General and administrative expense			1,931,578				1,616,972				3,713,968				3,339,685
Depreciation and amortization expense			82,811				86,285				165,081				171,138
Total operating expenses			5,255,265				4,102,663				9,745,081				9,787,268
Total other income (expense), net			597,644				(734,356	)			5,667,277				(1,174,776	)
Loss before income taxes			(4,468,230	)			(4,585,922	)			(3,622,130	)			(10,486,949	)
Income tax expense (benefit)			865				—				865				(4,188	)
Net loss			(4,469,095	)			(4,585,922	)			(3,622,995	)			(10,482,761	)

¹ Other research and development expense include clinical affairs, regulatory, manufacturing and quality assurance expenses.

(15)

Other Income (expense), net

The Company incurred the following Other Income (expense), net for the three and six months ended June 30, 2026 and 2025:

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Interest income		$	19,694				17,144				69,521				36,173
Amortization of debt issuance costs and discount for 2025 and 2023 notes			(186,050	)			(389,913	)			(362,657	)			(746,612	)
Interest expense			—				(101,587	)			—				(204,337	)
Change in fair value of Conversion Option Liability			219,000				—				1,732,413				—
Change in fair value of Warrants liabilities			545,000				—				4,228,000				—
Debt issuance costs for AMPA			—				(260,000	)			—				(260,000	)
Total other income (expense), net		$	597,644				(734,356	)			5,667,277				(1,174,776	)

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(16)

Subsequent Events

On August 7, 2026, the Company entered into a securities purchase agreement with certain accredited investors (the “Purchasers”), pursuant to which the Company issued and sold, in a private placement that closed August 10, 2026, an aggregate of 9,374,999 shares of common stock, par value $0.001 per share, and pre-funded warrants to purchase shares of common stock, together with accompanying warrants to purchase an aggregate of 18,749,998 shares of common stock consisting of (i) common warrants to purchase an aggregate of 9,374,999 shares of common stock and (ii) milestone warrants to purchase an aggregate of 9,374,999 shares of common stock (collectively, the "Warrants"), each with a term of three years. The purchase price per share of common stock was $3.20 and the purchase price per pre-funded warrant was $3.1999; the exercise price of the common warrants and milestone warrants is $2.95 per share. The Company expects to receive aggregate gross proceeds of approximately $30 million from the Private Placement, before deducting estimated offering expenses, with potential additional proceeds of up to $60 million upon full cash exercise of the Warrants.  

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission, or the SEC, on June 30, 2026. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements and reflect our beliefs and opinions on the relevant subject. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. These statements are based upon information available to us as of the filing date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Overview

We are a leading biomedical innovator, addressing significant unmet needs in women’s health worldwide, with a broad patent-protected portfolio of disruptive, accessible, in-office therapeutic and diagnostic products. The Company is a U.S. manufacturer that has received global regulatory approvals for its product portfolio, which is currently being commercialized in the U.S. and key international markets. FemaSeed^® Intratubal Insemination, a groundbreaking first-step infertility treatment delivering sperm directly to the site of conception, is U.S. FDA-cleared and approved in Europe, United Kingdom (“UK”), Canada, Israel, Australia and New Zealand. A peer-reviewed publication of positive data from its pivotal clinical trial of FemaSeed demonstrated effectiveness and safety with high satisfaction from both patients and practitioners. FemSperm^®, which includes setup, preparation and analysis kits designed to expand our infertility portfolio and, for the first time, enable gynecologists to perform in-office sperm preparation and analysis for use with FemaSeed. FemVue^®, a companion diagnostic for fallopian tube assessment via ultrasound, is U.S. FDA-cleared and approved in Europe, UK, Canada, Japan, Israel, Australia and New Zealand. FemHSG^™ Catheter, used with FemVue for in-office ultrasound-based evaluation is CE mark approved in Europe. FemVue Controlled is a U.S. FDA-cleared diagnostic device and is the next-generation design integrating features of FemVue and FemChec^® technologies into a single platform, enabling multiple clinical uses within one solution, including confirmation of tubal patency prior to use with FemaSeed. FemCerv^®, an endocervical tissue sampler for cervical cancer diagnosis, is U.S. FDA-cleared and approved in Europe, UK, Canada, Israel and New Zealand.

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FemBloc^® permanent birth control is a revolutionary first-in-class non-surgical solution which involves minimally-invasive placement of a patented delivery system for precise delivery of our proprietary synthetic tissue adhesive (blended polymer) into both fallopian tubes simultaneously. Over time, the blended polymer fully degrades and produces nonfunctional scar tissue to permanently block the fallopian tubes in a safe and natural approach. This is in stark contrast to centuries-old surgical sterilization with reported risks that include infection, minor or major bleeding, injury to nearby organs, anesthesia-related events, and even death. Along with the various surgical risks, some patients may not qualify as good surgical candidates due to obesity or medical comorbidities. The FemBloc non-surgical approach has the potential to offer a safe and effective, more accessible in-office alternative with fewer risks, contraindications, and substantially lower cost than the surgical alternative. A peer-reviewed publication of positive data from its initial clinical trials of FemBloc has demonstrated compelling effectiveness and five-year safety with high satisfaction from both patients and practitioners. In March 2025, we announced Conformité Européenne (“CE”) mark certification under European Union (“EU”) Medical Device Regulation (“MDR”) as the first regulatory approval in the world for the FemBloc delivery system for non-surgical female permanent birth control and in June 2025, we announced CE mark certification under EU MDR for the class III blended polymer component, achieving approval for the entire FemBloc system in the EU. In August and September 2025, we announced UK and New Zealand regulatory approvals, respectively, for FemBloc. In March and September 2025, we announced strategic distribution partnerships for FemBloc in Spain and the France/Benelux region, respectively. We received FDA approval in November 2025 of our investigational device exemption (“IDE”) supplement to move forward to the final phase of the pivotal clinical trial (clinicaltrials.gov: NCT05977751) for U.S. approval. In March 2026, we announced the initiation of enrollment in this final phase. FemChec, a companion diagnostic product for FemBloc’s ultrasound-based confirmation test, is U.S. FDA-cleared and approved in Europe, UK, Canada, Israel, Australia and New Zealand.

We are a woman-founded and led company with an expansive, internally created intellectual property portfolio with approximately 228 issued patents globally, in-house chemistry, manufacturing, and controls (CMC) and device manufacturing capabilities and proven ability to develop products with commercialization efforts underway. Our suite of products and U.S. product candidate address what we believe are multi-billion dollar global market segments in which there has been little advancement for many years, helping women avoid pharmaceutical solutions, implants and surgery that can be expensive and expose women to harm.

Corporate Update

On April 1, 2026, we announced the appointment of John Canning as Chief Operating Officer, who will drive operational execution and support commercial growth.

On April 16, 2026, we announced a strategic partnership with AMI Technologies to introduce and commercialize its fertility portfolio in Israel.

On April 22, 2026, we announced the commercial launch of FemaSeed Complete, a comprehensive fertility solution that enables OB/GYNs to perform first-line insemination entirely within their own practices.

On May 5, 2026, we announced enabling OB/GYNs to deliver first-line fertility treatment with initial commercial use of FemaSeed Complete.

On May 13, 2026, we announced CE Mark approval for FemHSG^TM Catheter, to complement FemVue and support streamlined in-office fertility evaluation.

On June 24, 2026, we announced that we regained compliance with Nasdaq Listing Requirements.

On August 7, 2026, we announced a $30 million private placement.

On August 12, 2026, we announced the issuance of patents in the U.S. and key international markets that expand intellectual property protection for the blended polymer component of FemBloc, the Company’s non-surgical permanent birth control technology.

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Reverse Stock Split

On June 5, 2026, the Company filed an amendment to its Eleventh Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of 1-for-20 (the “Reverse Stock Split”). The Reverse Stock Split did not change the authorized number of shares of the Company’s common stock. The Amendment was authorized by the stockholders of the Company at the Company’s special meeting of stockholders held on April 29, 2026.

Pursuant to the Amendment, on June 5, 2026, every 20 shares of common stock were automatically converted into one share of common stock, without any change in par value per share. No fractional shares were issued and any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share at the Depository Trust Company (DTC) participant level.

The Reverse Stock Split applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable was adjusted proportionately as a result of the Reverse Stock Split. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. The common stock reserved for future issuance under the Company’s 2021 Equity Incentive Plan has been proportionally adjusted. Unless otherwise indicated, all references in these financial statements to common stock, share data, per share data and underlying stock options, warrants, and restricted stock units have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

The Reverse Stock Split became effective at 8:40 a.m. Eastern Time on June 5, 2026, and the Company’s common stock began trading on a split-adjusted basis at the opening of trading on June 8, 2026. All shares of common stock, including common stock underlying warrants, stock options and restricted stock units, as well as all conversion ratios, exercise prices, conversion prices and per share information in the condensed financial statements have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this Quarterly Report on Form 10-Q.

Results of Operations

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table shows our results of operations for the three months ended June 30, 2026 and 2025:

		Three Months Ended June 30,
		2026				2025				Change				% Change
Sales		$	331,827				409,268				(77,441	)			(18.9	)%
Cost of sales (excluding depreciation expense)			142,436				158,171				(15,735	)			(9.9	)%
Operating expenses:
Research and development			1,946,878				1,414,429				532,449				37.6	%
Sales and marketing			1,293,998				984,977				309,021				31.4	%
General and administrative			1,931,578				1,616,972				314,606				19.5	%
Depreciation and amortization			82,811				86,285				(3,474	)			(4.0	)%
Total operating expenses			5,255,265				4,102,663				1,152,602				28.1	%
Loss from operations			(5,065,874	)			(3,851,566	)			(1,214,308	)			31.5	%
Other income (expense):
Interest income			19,694				17,144				2,550				14.9	%
Change in fair value of conversion option liability			219,000				—				219,000				100.0	%
Change in fair value of warrants liabilities			545,000				—				545,000				100.0	%
Interest expense			(186,050	)			(491,500	)			305,450				(62.1	)%
Other expense			—				(260,000	)			260,000				(100.0	)%
Total other income (expense), net			597,644				(734,356	)			1,332,000				(181.4	)%
Loss before income taxes			(4,468,230	)			(4,585,922	)			117,692				2.6	%
Income tax expense			865				—				865				100.0	%
Net loss		$	(4,469,095	)			(4,585,922	)			116,827				(2.5	)%

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Sales

Sales decreased by $77,441, or 18.9%, to $331,827 for the three months ended June 30, 2026 from $409,268 for the three months ended June 30, 2025, primarily attributable to lower international sales of FemVue.

Cost of sales

Cost of sales decreased by $15,735 or 9.9%, to $142,436 for the three months ended June 30, 2026 from $158,171 for the three months ended June 30, 2025, and is primarily attributed to decreased sales.

Research and development

The following table summarizes our R&D expenses incurred during the periods presented:

		Three Months Ended June 30,
		2026				2025
Compensation and related personnel costs		$	1,085,653				1,249,096
Clinical-related costs			464,449				262,389
Material and development costs			198,087				(216,134	)
Professional and outside consultant costs			153,909				111,749
Other costs			44,780				7,329
Total research and development expenses		$	1,946,878				1,414,429

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R&D expenses increased by $532,449 or 37.6%, to $1,946,878 for the three months ended June 30, 2026 from $1,414,429 for the three months ended June 30, 2025. The increase primarily reflects the transition of development products into inventory to support commercialization during 2025, and increased clinical costs, partially offset by reduced compensation costs.

Sales and marketing

Sales and marketing expenses increased by $309,021 or 31.4%, to $1,293,998 for the three months ended June 30, 2026 from $984,977 for the three months ended June 30, 2025. The increase resulted primarily from higher compensation costs and travel expenses.

General and administrative

General and administrative expenses increased by $314,606, or 19.5%, to $1,931,578 for the three months ended June 30, 2026 from $1,616,972 for the three months ended June 30, 2025. The increase resulted primarily from increased professional fees, compensation costs and facility costs.

Depreciation and amortization

Depreciation and amortization expenses decreased by $3,474, or 4.0%, to $82,811 for the three months ended June 30, 2026 from $86,285 for the three months ended June 30, 2025. The decrease resulted from certain fixed assets reaching the end of their useful lives and no longer depreciating.

Other income (expense), net

Other income (expense), net increased by $1,332,000 or 181.4%, to $597,644 of income for the three months ended June 30, 2026 from $734,356 of expense for the three months ended June 30, 2025. The increase resulted from the change in fair value on the Conversion Option liability and Warrants liabilities, interest income earned on our cash and cash equivalents, reduced non-cash interest expense related to amortization for our convertible notes and debt issuance costs incurred in 2025. Refer to the table below for further details.

		Three Months Ended June 30,
			2026				2025
Interest income		$	19,694				17,144
Amortization of debt issuance costs and discount for 2025 Notes			(186,050	)			—
Amortization of debt issuance costs and discount for 2023 Notes			—				(389,913	)
Interest expense			—				(101,587	)
Change in fair value of Conversion Option liability			219,000				—
Change in fair value of Warrants liabilities			545,000				—
Debt issuance costs for AMPA			—				(260,000	)
Total other income (expense), net		$	597,644				(734,356	)

Income tax expense

Income tax expense increased by $865 or 100%, to $865 for the three months ended June 30, 2026 from $0 for the three months ended June 30, 2025 due to an estimation of higher income tax expense in the second quarter of 2026 as compared to 2025.

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Results of Operations

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table shows our results of operations for the six months ended June 30, 2026 and 2025:

		Six Months Ended June 30,
		2026				2025				Change				% Change
Sales		$	756,716				750,532				6,184				0.8	%
Cost of sales (excluding depreciation expense)			301,042				275,437				25,605				9.3	%
Operating expenses:
Research and development			3,256,279				4,382,901				(1,126,622	)			(25.7	)%
Sales and marketing			2,609,753				1,893,544				716,209				37.8	%
General and administrative			3,713,968				3,339,685				374,283				11.2	%
Depreciation and amortization			165,081				171,138				(6,057	)			(3.5	)%
Total operating expenses			9,745,081				9,787,268				(42,187	)			(0.4	)%
Loss from operations			(9,289,407	)			(9,312,173	)			22,766				(0.2	)%
Other income (expense):
Interest income			69,521				36,173				33,348				92.2	%
Change in fair value of conversion option liability			1,732,413				—				1,732,413				100.0	%
Change in fair value of warrants liabilities			4,228,000				—				4,228,000				100.0	%
Interest expense			(362,657	)			(950,949	)			588,292				(61.9	)%
Other expense			—				(260,000	)			260,000				(100.0	)%
Total other income (expense), net			5,667,277				(1,174,776	)			6,842,053				(582.4	)%
Loss before income taxes			(3,622,130	)			(10,486,949	)			6,864,819				(65.5	)%
Income tax expense (benefit)			865				(4,188	)			5,053				(120.7	)%
Net loss		$	(3,622,995	)			(10,482,761	)			6,859,766				(65.4	)%

Sales

Sales increased by $6,184, or 0.8%, to $756,716 for the six months ended June 30, 2026 from $750,532 for the six months ended June 30, 2025, primarily due to sales of FemaSeed.

Cost of sales

Cost of sales increased by $25,605 or 9.3%, to $301,042 for the six months ended June 30, 2026 from $275,437 for the six months ended June 30, 2025, and is primarily attributed to increased sales.

Research and development

The following table summarizes our R&D expenses incurred during the periods presented:

		Six Months Ended June 30,
		2026				2025
Compensation and related personnel costs		$	1,975,979				2,554,755
Clinical-related costs			719,161				656,364
Material and development costs			292,696				325,365
Professional and outside consultant costs			210,033				303,944
Regulatory and other costs			58,410				542,473
Total research and development expenses		$	3,256,279				4,382,901

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R&D expenses decreased by $1,126,622 or 25.7%, to $3,256,279 for the six months ended June 30, 2026 from $4,382,901 for the six months ended June 30, 2025. The decrease primarily reflects lower compensation costs, regulatory and professional service fees.

Sales and marketing

Sales and marketing expenses increased by 716,209 or 37.8%, to $2,609,753 for the six months ended June 30, 2026 from $1,893,544 for the six months ended June 30, 2025. The increase resulted primarily from higher compensation costs, travel expenses and professional fees.

General and administrative

General and administrative expenses increased by $374,283, or 11.2%, to $3,713,968 for the six months ended June 30, 2026 from $3,339,685 for the six months ended June 30, 2025. The increase resulted primarily from increased professional fees and facility costs.

Depreciation and amortization

Depreciation and amortization expenses decreased by $6,057, or 3.5%, to $165,081 for the six months ended June 30, 2026 from $171,138 for the six months ended June 30, 2025. The decrease resulted from certain fixed assets reaching the end of their useful lives and no longer depreciating.

Other income (expense), net

Other income (expense), net increased by $6,842,053 or 582.4%, to $5,667,277 of income for the six months ended June 30, 2026 from $1,174,776 of expense for the six months ended June 30, 2025. The increase resulted from the change in fair value on the Conversion Option liability and Warrants liabilities, interest income earned on our cash and cash equivalents, reduced non-cash interest expense related to amortization for our convertible notes and debt issuance costs incurred in 2025. Refer to the table below for further details.

		Six Months Ended June 30,
		2026				2025
Interest income		$	69,521				36,173
Amortization of debt issuance costs and discount for 2025 Notes			(362,657	)			—
Amortization of debt issuance costs and discount for 2023 Notes			—				(746,612	)
Interest expense			—				(204,337	)
Change in fair value of Conversion Option liability			1,732,413				—
Change in fair value of Warrants liabilities			4,228,000				—
Debt issuance costs for AMPA			—				(260,000	)
Total other income (expense), net		$	5,667,277				(1,174,776	)

Income tax expense (benefit)

Income tax expense (benefit) decreased by $5,053 or 120.7%, to $865 in expense for the six months ended June 30, 2026 from a $4,188 benefit for the six months ended June 30, 2025 due to an estimation of higher income tax expense in 2026 compared to 2025.

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Liquidity and Capital Resources

Sources of liquidity

Since our inception through June 30, 2026, our operations have been financed primarily by net proceeds from the sale of our common stock and convertible preferred stock, indebtedness and, to a lesser extent, product revenue. As of June 30, 2026, we had $1,443,502 of cash and cash equivalents and an accumulated deficit of $149,449,139.

In July 2022, we entered into an Equity Distribution Agreement with Piper Sandler & Co. (the “Sales Agent”) and filed a related prospectus establishing an “at-the-market” facility, pursuant to which we may offer and sell shares of our common stock from time to time through the Sales Agent. In December 2025, we filed a new prospectus pursuant to which we may sell up to $9.8 million under the Equity Distribution Agreement. As of June 30, 2026, 31,195 shares of common stock had been sold for aggregate proceeds of approximately $353,000 under the Equity Distribution Agreement pursuant to the prospectus. As of June 30, 2026, the amount we were authorized to sell was subject to baby-shelf limitations. As of June 30, 2026, the available amount pursuant to the prospectus was approximately $9.4 million.

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In June 2025, we sold 180,000 shares of common stock in an underwritten public offering at $17.00 per share. Separately and concurrently, we sold 84,314 shares of common stock in a private placement at a price of $17.00 per share to certain existing institutional stockholders and a price of $20.40 per share to certain directors and officers. Net proceeds from the transaction were $3,705,061.

On June 30, 2025, we entered into an Any Market Purchase Agreement (“Purchase Agreement” or “AMPA”) with Alumni Capital LP (“Alumni”) whereby we have the right, but not the obligation, to sell to Alumni up to an aggregate of $10 million in shares of common stock in a series of purchases until December 31, 2026. We may elect that Alumni purchase up to $1 million in shares of common stock (or up to $5 million if mutually agreed) at either (i) the lowest traded price for the four previous business days, multiplied by 90%, or (ii) up to the lesser of (a) $1 million in shares of common stock, or (b) 100% of the average daily trading volume of common stock for the previous two business days at the lowest daily dollar volume-weighted average price, multiplied by 97%. We are limited to issuances to Alumni of 19.99% of the shares of common stock outstanding immediately prior to the execution of the Purchase Agreement.

In August 2025, we sold an aggregate of (i) 521,731 shares of common stock in a public offering and to certain Company officers (ii) pre-funded warrants to purchase up to 587,500 shares of common stock and (iii) common warrants to purchase up to 1,109,237 shares of common stock. Additionally, common warrants to purchase 22,185 shares of common stock were issued to the underwriter as compensation for services performed. The purchase price per share for the common stock was $7.20, except for shares sold to certain company officers, which was $10.31 per share. The purchase price per share for the pre-funded warrants was $7.20. The net proceeds from the August 2025 Financing at closing were approximately $7.1 million. As of June 30, 2026, 250,000 pre-funded warrants and 460,959 common warrants were exercised for approximately $3.3 million.

In November 2025, we entered into a definitive agreement for the issuance of (i) senior secured convertible notes in an aggregate principal amount of $12,000,000, convertible into 818,544 shares of common stock at a conversion price of $14.66 per share, (ii) Series A-1 Warrants to purchase up to an aggregate of 818,937 shares of common stock at an exercise price of $16.20 per share, subject to adjustments (iii) Series B-1 Warrants to purchase an aggregate of 818,937 shares of common stock at an exercise price of $18.40 per share, subject to adjustments, and (iv) Series C-1 Warrants to purchase an aggregate of 818,937 shares of common stock at an exercise price of $22.00 per share, subject to adjustments, if all warrants are exercised for cash. In March 2026, we modified the November 2025 agreement to remove the non-standard adjustment to the conversion price of the notes and exercise prices of the Series A-1 Warrants, Series B-1 Warrants and Series C-1 Warrants, respectively, upon a Share Combination Event. As consideration for this modification, the Company issued the holders of the 2025 Notes and related Warrants new Series D-1 Warrants which allow the holders to purchase an aggregate number of 818,937 shares of the Company’s common stock at an exercise price of $11.60 per share. The financing resulted in aggregate gross proceeds of $12,000,000, with total potential funding of approximately $68 million, including the D-1 Warrants. In April 2026, shareholders approved the issuance of shares of common stock issuable upon conversion of the 2025 Notes and exercise of Series A-1, B-1, C-1, and D-1 Warrants, including any issuances to directors and officers of the Company who are holders of these instruments, in excess of 19.99% of the issued and outstanding shares of common stock of the Company (to the extent that anti-dilution or price adjustment provisions in the instruments result in an effective conversion or exercise price below the Nasdaq Minimum Price).

In August 2026, we completed a private placement resulting in gross proceeds of $30.0 million. Pursuant to the agreement, we issued an aggregate of 9,374,999 shares of common stock and pre-funded warrants to purchase shares of common stock, together with accompanying warrants to purchase an aggregate of 18,749,998 shares of common stock. The purchase price was $3.20 per share of common stock (or $3.1999 per pre-funded warrant), and the accompanying warrants have an exercise price of $2.95 per share. The accompanying warrants consist of warrants exercisable for an aggregate of 9,374,999 shares of common stock and milestone warrants exercisable for an aggregate of 9,374,999 shares of common stock, subject to certain vesting and exercisability conditions. If all accompanying warrants are exercised for cash, then we could receive up to an additional $60.0 million in gross proceeds.

Funding requirements

Based on our current operating plan, our current cash and cash equivalents, proceeds from our recently completed private placement of $30 million, and anticipated revenues from product sales are expected to be sufficient to fund our ongoing operations for at least twelve months. Our convertible notes contain restrictions that limit our ability to issue securities without complying with certain participation rights. Our estimate as to how long we expect our existing cash and cash equivalents to be able to continue to fund our operations is based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate. If we are unable to obtain additional financing when needed, we may need to terminate, significantly modify, or delay the development of our U.S. product candidate, or we may need to obtain funds through collaborations or otherwise on terms that may require us to relinquish rights to our technologies or our U.S. product candidate that we might otherwise seek to develop or commercialize independently. If we are unable to raise adequate additional capital as and when required in the future, we could be forced to cease development and commercialization activities and terminate our operations, and you could experience a complete loss of your investment.

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We expect to continue to make substantial investments in our ongoing commercialization of our products and the pivotal trial that is designed to provide clinical evidence of the safety and effectiveness of our U.S. product candidate, FemBloc. We also expect to continue to make investments in research and development to develop future products, manufacturing, regulatory affairs and post-market clinical trials. We will additionally need to make investments in our sales and marketing organization for FemaSeed and FemBloc. Because of these and other factors, we expect to continue to incur substantial net losses and negative cash flows from operations for the foreseeable future.

Our future capital requirements will depend on many factors, including:

•

the cost, timing and results of our clinical trial and U.S. regulatory reviews;

•

the cost and timing of establishing sales, marketing, and distribution capabilities;

•

the timing, receipt, and amount of sales from our current and potential products;

•

our ability to continue manufacturing our products and U.S. product candidate and to secure the components, services, and supplies needed in their production;

•

the degree of success we experience in commercializing our products;

•

the emergence of competing or complementary technologies;

•

the cost of preparing, filing, prosecuting, maintaining, defending, and enforcing any patent claims and other intellectual property rights; and

•

the extent to which we acquire or invest in businesses, products, or technologies, although we currently have no commitments or agreements relating to any of these types of transactions.

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Cash Flows

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025:

		Six Months Ended June 30,
		2026				2025
Net cash used in operating activities		$	(8,079,197	)			(9,117,950	)
Net cash used in investing activities			(101,317	)			(193,567	)
Net cash provided by financing activities			357,663				9,077,823
Net change in cash and cash equivalents		$	(7,822,851	)			(233,694	)

Operating activities

For the six months ended June 30, 2026, cash used in operating activities was $8,079,197, attributable to net loss of $3,622,995, net non-cash gains of $4,837,472 and a net change in our net operating assets and liabilities of $381,270. Non-cash activity primarily consisted of a change in fair value of the Conversion Option liability and warrants liabilities of $1,732,413 and $4,228,000, respectively, $362,657 of amortization of the discount on convertible notes, $362,428 in share-based compensation, $232,775 in right-of-use asset amortization and $165,081 in depreciation and amortization. The change in our net operating assets and liabilities was primarily due to increases in accounts payable of $499,250, decreases in accounts receivable of $465,551 and prepaid and other assets of $308,488, offset by an increase in inventory of $451,028 and decreases in lease liabilities of $249,081 and accrued expenses of $184,220. We intend to meet future operating cash requirements through increased sales of commercial products and fundraising, as discussed in Funding requirements.

For the six months ended June 30, 2025, cash used in operating activities was $9,117,950, attributable to a net loss of $10,482,761 and a net change in our net operating assets and liabilities of $416,139, partially offset by non-cash charges of $1,780,950. Non-cash charges primarily consisted of $746,612 in amortization of the discount on convertible notes, $549,208 in share-based compensation, $260,819 in right-of-use asset amortization, $171,138 in depreciation and amortization and $53,173 in loss on property and equipment dispositions. The change in our net operating assets and liabilities was primarily due to increases in inventory of $2,186,415, decreases in lease liabilities of $264,580 and accrued expenses of $98,297, partially offset by an increase in accounts payable of $1,758,162 and decreases in accounts receivable of $233,789 and prepaid and other assets of $165,056. We intend to meet future operating cash requirements through increased sales of commercial products and fundraising, as discussed in Funding requirements.

Investing activities

For the six months ended June 30, 2026, cash used in investing activities for the purchase of property and equipment and acquisition of patents was $101,317.

For the six months ended June 30, 2025, cash used in investing activities for the purchase of property and equipment and acquisition of patents was $193,567.

Financing activities

For the six months ended June 30, 2026, cash provided by financing activities was $357,663, attributable to proceeds from sales under the at-the-market facility and proceeds from the issuance of shares under the ESPP Plan.

For the six months ended June 30, 2025, cash provided by financing activities was $9,077,823, attributable to proceeds from sales under the at-the-market facility, net of issuance costs of $5,331,887, proceeds from the June 2025 financing, net of issuance costs of $3,705,061 and proceeds from the issuance of shares under the ESPP Plan of $40,875.

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Critical Accounting Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

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While our significant accounting policies are more fully described in Note 2 to our financial statements appearing in the Annual Report on Form 10-K for the year ended December 31, 2025 as filed on March 31, 2026, we believe the following discussion addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations and require our most difficult, subjective and complex judgments.

Revenue recognition

Our policy is to recognize revenue when a customer obtains control of the promised goods under ASC 606, Revenue from Contracts with Customers, which we adopted effective January 1, 2018. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods, and we have elected to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price. We do not have multiple performance obligations in our customer orders, so revenue is recognized upon shipment of our goods based upon contractually stated pricing at standard payment terms typically ranging from 30 to 60 days. All revenue is recognized at a point in time.

The majority of products sold directly to U.S. customers are shipped via common carrier, and the customer pays for shipping and handling and assumes control at Free on Board (FOB) shipping point. Products shipped to our international distributors are in accordance with their respective agreements; however, the shipping terms are generally EX-Works, reflecting that control is assumed by the distributor at the shipping point. Returns are only accepted with prior authorization from us. Items to be returned must be in original unopened cartons and are subject to a 30% restocking fee. As of June 30, 2026, we have not had a history of significant returns.

Convertible Notes, Conversion Option liability and Warrants liabilities

The Company accounts for debt and equity instruments issued in financing transactions, including the senior secured convertible notes (“2025 Notes”) and related warrants issued in its November 2025 financing transaction, which require significant management judgments and estimates. The financial instruments issued contain complex embedded features, including conversion options, exercise price adjustment provisions, redemption features, and other settlement terms that require evaluation under applicable accounting guidance to determine whether such features should be classified as equity or derivative liabilities.

Management concluded that certain embedded conversion features within the 2025 Notes and the related warrants were not indexed to the Company’s common stock under ASC 815-40 and therefore did not qualify for equity classification, primarily due to shareholder approval requirements that limited settlement in shares and, prior to the March 2026 modification, certain market-based adjustment provisions. Accordingly, the Conversion Option embedded in the 2025 Notes and the Warrants were recognized as derivative liabilities and initially measured at fair value in accordance with ASC 820, with subsequent changes in fair value recognized in earnings each reporting period.

In March 2026, the Company modified the 2025 Notes and related warrants to remove certain market-based adjustment provisions and issued additional Series D-1 warrants in connection with the modification. The Company evaluated the modification under the applicable accounting guidance and recorded the new Series D-1 warrants as derivative liabilities at fair value upon issuance.

In April 2026, shareholders approved the issuance of shares underlying the 2025 Notes and Series A-1, B-1, C-1, and D-1 Warrants in excess of the Nasdaq 19.99% limitation. Following the approval, the Company reassessed the Conversion Option and Warrants under ASC 815-40 and determined that they met the criteria for equity classification. As a result, the instruments were reclassified from derivative liabilities to equity and are no longer subject to recurring fair value measurement.

The valuation of the derivative liabilities required the use of significant estimates and assumptions, including the Company’s stock price, expected volatility, expected term, risk-free interest rates, probability and timing of potential future events, and assumptions related to conversion and exercise probability. Management also exercised significant judgment in evaluating whether the Conversion Option and Warrants met the liability or equity classification criteria under ASC 815-40, particularly in connection with the March 2026 modification and the April 2026 shareholder approval. Changes in these assumptions could have materially impacted the estimated fair value of the derivative liabilities and the related gains or losses recognized in the Company’s condensed statements of operations and comprehensive loss, and the classification of these instruments.

In addition, the Company records the 2025 Notes at amortized cost and accretes the associated debt discount and issuance costs to interest expense using the effective interest method over the expected term of the instruments. The effective interest rate of the 2025 Notes was impacted by the initial allocation of proceeds between the debt host and derivative liabilities, which required significant management judgment.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including to our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our management has concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

PART II OTHER INFORMATION

Item 1.

Legal Proceedings

From time to time we may be involved in legal proceedings arising in connection with our business. As of June 30, 2026, we have not had a history of significant legal proceedings and there are no currently pending actions against us. We believe that any amount, or range, of reasonably possible losses in connection with any potential actions against us in excess of established reserves, in the aggregate, will not be material to our financial condition or cash flows. However, losses may be material to our operating results for any particular future period, depending on the level of income for such period and the significance of any actions against us.

Item 1A.

Risk Factors

As of the date of this report, there are no material changes to our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and our Quarterly Report on Form 10-Q for the three months ended March 31, 2026.

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Item 2.

Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

During the period covered by this Quarterly Report, none of our directors or executive officers have adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

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Item 6.

Exhibits

			Incorporated by Reference
Exhibit
Number	Description of Document	Schedule/Form	File Number	Exhibit	Filing Date
3.1	Eleventh Amended and Restated Certificate of Incorporation of Femasys Inc.	Form 8-K	001-40492	3.1	June 22, 2021
3.2	Certificate of Amendment to the Eleventh Amended and Restated Certificate of Incorporation of Femasys Inc.	Form 8-K	001-40492	3.1	June 5, 2026
3.3	Amended and Restated Bylaws of Femasys Inc.	Form 8-K	001-40492	3.2	June 22, 2021
3.4	First Amendment to the Amended and Restated Bylaws of Femasys Inc.	Form 8-K	001-40492	3.1	March 30, 2023
10.1	Employment Agreement between Femasys Inc. and John Canning	Form 8-K	001-40492	10.1	April 1, 2026

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31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*

Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Suwanee, State of Georgia, on this 14^th day of August 2026.

	FEMASYS INC
Dated: August 14, 2026	By: /s/ Kathy Lee-Sepsick
	Kathy Lee-Sepsick
	Chief Executive Officer and President

Dated: August 14, 2026

By: /s/ Dov Elefant

Dov Elefant

Chief Financial Officer

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