Did Femasys change its equity compensation plan share reserve in this reverse split?

Yes, the shares reserved under Femasys’ equity compensation plan were reduced. The number of plan shares was cut proportionately to align with the 1-for-20 reverse stock split, matching adjustments made to outstanding options, RSUs and warrants.

Femasys enacts 1-for-20 reverse stock split

Femasys Inc. implemented a 1-for-20 reverse stock split of its common stock, effective at 8:40 a.m. Eastern Time on June 5, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Femasys Inc. implemented a 1-for-20 reverse stock split of its common stock, effective at 8:40 a.m. Eastern Time on June 5, 2026. Every 20 issued and outstanding shares were automatically combined into one share, with no change to the $0.001 par value.

The split applies to all outstanding shares and proportionately adjusts stock options, RSUs and warrants by reducing underlying share counts and increasing exercise prices. Shares reserved under the equity compensation plan were also reduced proportionately. Fractional shares will not be issued and will instead be rounded up to the next whole share at the DTC participant level.

The reverse split affects all stockholders proportionately, so percentage ownership is unchanged apart from minor effects from fractional share rounding. Femasys common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis on June 8, 2026, under a new CUSIP number 31447E 204.

Insights

Femasys executes 1-for-20 reverse split, reshaping share count but not ownership stakes.

Femasys Inc. has completed a 1-for-20 reverse stock split, consolidating every 20 outstanding common shares into one. This is a structural change in the share capital and does not itself raise new cash or alter the company’s underlying business.

The split triggers proportional adjustments to all outstanding options, RSUs, warrants, and plan reserves, keeping the economic value of these instruments aligned while increasing exercise prices. Fractional positions will be rounded up at the DTC participant level, slightly smoothing mechanics for smaller holdings.

Because each investor’s holdings are reduced by the same factor, percentage ownership remains effectively unchanged except for minimal rounding effects. The stock’s trading will reflect the split on The Nasdaq Capital Market starting June 8, 2026, with a new CUSIP identifying the post-split shares.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Reverse split ratio: 1-for-20 reverse stock split Effective time: 8:40 a.m. Eastern Time Split-adjusted trading date: June 8, 2026 +2 more

5 metrics

Reverse split ratio 1-for-20 reverse stock split All issued and outstanding common stock

Effective time 8:40 a.m. Eastern Time Effective on June 5, 2026

Split-adjusted trading date June 8, 2026 Nasdaq Capital Market split-adjusted trading begins

New CUSIP 31447E 204 CUSIP for common stock after reverse split

Par value per share $0.001 per share Par value unchanged by reverse split

Key Terms

reverse stock split, Certificate of Amendment, restricted stock units ("RSUs"), equity compensation plan, +1 more

5 terms

reverse stock split financial

"to effect a 1-for-20 reverse stock split of its outstanding 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.

Certificate of Amendment regulatory

"filed a Certificate of Amendment to the Eleventh Amended and Restated Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

restricted stock units ("RSUs") financial

"the exercise or vesting of all stock options, restricted stock units ("RSUs") and warrants issued by the Company"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

equity compensation plan financial

"the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time has been reduced proportionately."

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

Nasdaq Capital Market financial

"The Company’s common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

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

What did Femasys (FEMY) announce in this 8-K filing?

Femasys announced a 1-for-20 reverse stock split of its common stock. The split became effective at 8:40 a.m. Eastern Time on June 5, 2026, consolidating every 20 existing shares into one new share without changing the par value.

How does Femasys’ 1-for-20 reverse stock split affect FEMY shareholders?

Each Femasys shareholder now holds one share for every 20 previously held. The reverse split applies proportionately to all investors, so overall ownership percentages remain the same, aside from minor differences from fractional share rounding at the DTC participant level.

When will Femasys (FEMY) start trading on a split-adjusted basis?

Femasys common stock will begin split-adjusted trading on June 8, 2026. On that date, shares will reflect the 1-for-20 reverse split on The Nasdaq Capital Market and will trade under the new CUSIP number 31447E 204.

How are Femasys stock options, RSUs and warrants affected by the reverse split?

All Femasys stock options, RSUs and warrants are adjusted proportionately. The number of underlying shares is reduced by the 1-for-20 factor, while option and warrant exercise prices increase proportionately, preserving the instruments’ overall economic value after the reverse split.

How will Femasys handle fractional shares from the 1-for-20 reverse split?

Femasys will not issue fractional shares after the reverse stock split. Instead, any fractional positions created by the 1-for-20 conversion will be rounded up to the next whole share at the Depository Trust Company participant level for settlement.

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

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Accepted by SEC EDGAR 06/05/2026 - 04:06 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 5, 2026

Femasys Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40492	11-3713499
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(770) 500-3910

(Registrant’s telephone number, including area code)

n/a

(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 (see General Instructions A.2. below):

☐	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 Exchange Act:

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

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 3.03

Material Modification to Rights of Security Holders.

On June 5, 2026, Femasys Inc. (the “Company”) filed a Certificate of Amendment to the Eleventh Amended and Restated Certificate of Incorporation of the Company (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of its outstanding common stock. The Amendment became effective at 8:40 a.m. Eastern Time on June 5, 2026 (the “Effective Time”). The Amendment was authorized by the stockholders of the Company at the Company’s special meeting of stockholders on April 29, 2026.

The Amendment provides that, at the Effective Time, every 20 shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in par value per share. The reverse split affected all shares of the Company’s common stock outstanding immediately prior to the Effective Time. As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock units (“RSUs”) and warrants issued by the Company and outstanding immediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, RSUs and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time has been reduced proportionately.

No fractional shares will be issued as a result of the reverse stock split. Instead, fractional shares will be rounded up to the next whole share at the Depository Trust Company (DTC) participant level. The reverse stock split affects all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (other than the nominal effect of the treatment of fractional shares).

The Company’s common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on June 8, 2026. The new CUSIP number for the Company’s common stock following the reverse stock split is 31447E 204.

The foregoing description is qualified in its entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description

3.1	Certificate of Amendment to the Eleventh Amended and Restated Certificate of Incorporation of Femasys Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

	Femasys Inc.

	By:	/s/ Kathy Lee-Sepsick
	Name: Kathy Lee-Sepsick
	Title: Chief Executive Officer

Date: June 5, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Femasys enacts 1-for-20 reverse stock split

Rhea-AI Filing Summary