Femasys holders OK reverse split, share issuance

Femasys Inc. held a Special Meeting where stockholders approved two key measures.

Rhea-AI Filing Summary

Femasys Inc. held a Special Meeting where stockholders approved two key measures. First, they authorized the board to implement a reverse stock split of the common stock at any ratio between 1-for-2 and 1-for-25 at any time before May 1, 2027, giving the board flexibility to reduce the number of shares outstanding. Second, they approved, for Nasdaq rule purposes, issuing more than 19.99% of the company’s common stock upon conversion of senior secured convertible notes and exercise of multiple warrant series if anti-dilution or price adjustments push conversion or exercise prices below the Nasdaq Minimum Price.

Positive

• None.

Negative

• Approval of potentially dilutive below-Nasdaq-Minimum-Price issuances – Stockholders authorized issuing more than 19.99% of outstanding common shares on conversion of notes and warrants if anti-dilution mechanics lower effective prices, increasing potential future dilution for existing holders.

Insights

Capital structure and governance analyst

Femasys gained flexibility for a reverse split and potentially large, discounted share issuances.

Stockholders approved a reverse stock split range of 1-for-2 to 1-for-25, exercisable by the board through May 1, 2027. This tool is often used to address minimum bid price requirements or reset the share count, but here the specific objective is not detailed.

They also approved, under Nasdaq Listing Rules 5635(c) and 5635(d), issuing more than 19.99% of common stock on conversion of senior secured convertible notes and several warrant series if anti-dilution or price adjustments set effective prices below the Nasdaq Minimum Price. Actual dilution will depend on how these instruments are converted or exercised over time.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 24,102,261 shares Meeting participation rate: 39.91% Reverse split range: 1-for-2 to 1-for-25 +5 more

8 metrics

Shares represented at meeting 24,102,261 shares Approximately 39.91% of total outstanding eligible shares at Special Meeting

Meeting participation rate 39.91% Portion of total outstanding common shares present or represented

Reverse split range 1-for-2 to 1-for-25 Board-authorized reverse stock split ratios approved by stockholders

Reverse split authorization end date May 1, 2027 Deadline for board to implement approved reverse split

Reverse split votes for 18,914,440 votes Support for amendment to enable reverse stock split

Reverse split votes against 5,187,820 votes Opposition to reverse stock split authorization

Issuance proposal votes for 7,483,951 votes Support for issuing >19.99% shares below Nasdaq Minimum Price from notes and warrants

Issuance proposal broker non-votes 14,925,225 votes Broker non-votes on Nasdaq-related share issuance proposal

Key Terms

reverse stock split, Nasdaq Minimum Price, senior secured convertible notes, anti-dilution, +2 more

6 terms

reverse stock split financial

"to effect, at the discretion of the board of directors, a reverse stock split of the Company’s common stock"

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.

Nasdaq Minimum Price financial

"to the extent that anti-dilution or price adjustment provisions thereof result in an effective conversion or exercise price below the Nasdaq Minimum Price"

A Nasdaq minimum price is the lowest share price a company must maintain to meet listing rules on the Nasdaq stock market, similar to a height requirement that determines whether someone can stay on a ride. If a stock falls below that threshold for a sustained period, the company can be warned or removed from the exchange, which can reduce investor liquidity, increase trading costs and signal potential financial trouble.

senior secured convertible notes financial

"issuance of shares of common stock issuable upon conversion of senior secured convertible notes (the “Notes”)"

A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.

anti-dilution financial

"to the extent that anti-dilution or price adjustment provisions thereof result in an effective conversion or exercise price"

A provision that protects an investor’s ownership stake or the value of convertible securities when a company issues new shares at a lower price. It adjusts the investor’s number of shares or the conversion price so their percentage of ownership or economic interest isn’t unfairly reduced — like getting a bigger slice of cake if the baker cuts more pieces, preserving your share of the whole.

Nasdaq Listing Rules 5635(c) and 5635(d) regulatory

"approved for purposes of Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of shares of common stock"

broker non-votes financial

"Votes For ... Votes Against ... Abstentions ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did Femasys (FEMY) stockholders approve?

Femasys stockholders approved an amendment allowing the board to implement a reverse stock split of common stock at any ratio from 1-for-2 to 1-for-25, at the board’s discretion, at any time before May 1, 2027, without another stockholder vote.

How many Femasys (FEMY) shares were represented at the Special Meeting?

Holders of 24,102,261 Femasys common shares were present in person, virtually, or by proxy, representing approximately 39.91% of the total outstanding shares eligible to be voted at the Special Meeting held on April 29, 2026.

What did Femasys stockholders approve regarding potential dilution above 19.99%?

Stockholders approved issuing common shares above 19.99% of outstanding stock upon conversion of senior secured convertible notes and exercise of certain warrants if anti-dilution or price adjustments reduce effective prices below the Nasdaq Minimum Price, satisfying Nasdaq Listing Rules 5635(c) and 5635(d).

Which Femasys securities are covered by the Nasdaq Minimum Price issuance approval?

The approval covers shares issuable from senior secured convertible notes, November Warrants (Series A-1, B-1, C-1), and Series D-1 Warrants issued under a Securities Purchase Agreement dated November 3, 2025 and an Omnibus Amendment and Consent Agreement dated March 19, 2026.

Was the Femasys adjournment proposal considered at the Special Meeting?

The adjournment proposal was not presented at the Femasys Special Meeting because Proposals One and Two received sufficient stockholder support on the first vote, making any adjournment unnecessary for additional solicitation or voting.

How did Femasys stockholders vote on the reverse split proposal?

For the reverse split amendment, Femasys recorded 18,914,440 votes for, 5,187,820 votes against, 1 abstention, and no broker non-votes, indicating clear stockholder approval for the board’s authority to implement a reverse stock split within the approved range.

How did Femasys stockholders vote on the Nasdaq share issuance proposal?

On the issuance proposal tied to Nasdaq rules, Femasys received 7,483,951 votes for, 1,693,085 votes against, no abstentions, and 14,925,225 broker non-votes, providing the necessary approval despite substantial broker non-vote balances.

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

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Accepted by SEC EDGAR 04/29/2026 - 04:05 PM EDT Learn about SEC filing dates

false0001339005NASDAQ00013390052026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 29, 2026

Femasys Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-40492	11-3713499
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3950 Johns Creek Court, Suite 100

Suwanee, GA 30024

(770) 500-3910

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	FEMY	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☒

Item 5.07 Submission of Matters to a Vote of Security Holders.

A Special Meeting of Stockholders of Femasys Inc. (the “Company”) was held on April 29, 2026 (the “Special Meeting”). At the Special Meeting, there were present, in person virtually or by proxy, holders of 24,102,261 shares of common stock, or approximately 39.91% of the total outstanding shares eligible to be voted. The final voting results with respect to the proposals presented at the Special Meeting are set forth below:

Proposal One – Approval of an Amendment to the Company’s Certificate of Incorporation to Provide for a Reverse Split

The Company’s stockholders approved an Amendment to the Company’s Certificate of Incorporation, as amended, to effect, at the discretion of the board of directors, a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio in the range of 1-for-2 to 1-for-25, with such ratio to be determined at the discretion of the board of directors at any time prior to May 1, 2027, by the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

18,914,440

5,187,820

1

NA

Proposal Two – Approval of issuance of shares of Common Stock to the extent that anti-dilution or price adjustment provisions thereof result in an effective conversion or exercise price below the Nasdaq Minimum Price

The Company’s stockholders approved for purposes of Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of shares of common stock issuable upon conversion of senior secured convertible notes (the “Notes”) and exercise of the Series A-1, Series B-1 and Series C-1 common stock purchase warrants (collectively, the “November Warrants”), in each case issued pursuant to that certain Securities Purchase Agreement, dated as of November 3, 2025, and the Series D-1 common stock purchase warrants (the “Series D-1 Warrants” and, together with the November Warrants, the “Warrants”), issued pursuant to that certain Omnibus Amendment and Consent Agreement, dated as of March 19, 2026 (the “Amendment Agreement”), in excess of 19.99% of the Company’s issued and outstanding shares of common stock, to the extent that anti-dilution or price adjustment provisions thereof result in an effective conversion or exercise price below the Nasdaq Minimum Price, including any issuances to directors and officers of the Company who participated in such private placements (the “Issuance Proposal”)  by the following votes:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	7,483,951				1,693,085				-				14,925,225

Because there were sufficient votes to approve Proposals One and Two, the Adjournment Proposal was not presented.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 29, 2026	Femasys Inc.
	By:	/s/ Kathy Lee-Sepsick
		Name: Kathy Lee-Sepsick
		Title: Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.2 KB