Femasys (NASDAQ: FEMY) wins approval for reverse split, high-dilution notes
Filing Impact
Filing Sentiment
Form Type
8-K
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
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 is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
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
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.
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.