Femasys (NASDAQ: FEMY) granted Nasdaq bid price cure extension

Rhea-AI Filing Summary

Femasys Inc. reported that Nasdaq has granted the company a 180-day extension, until July 13, 2026, to regain compliance with Nasdaq’s minimum bid price requirement, which calls for its common stock to close at or above $1.00 per share for at least ten consecutive business days. The company had previously fallen out of compliance after its share price stayed below $1.00 for 30 consecutive business days. In support of its extension request, Femasys indicated it had more than $5 million in stockholders’ equity as of December 31, 2025 and informed Nasdaq of its intention to cure the deficiency, including potentially effecting a reverse stock split if needed. Femasys plans to continue monitoring its share price and consider available options to regain and maintain compliance with the listing standards.

Insights

Equity listing and capital markets analyst

Nasdaq granted Femasys extra time to fix its sub-$1 share price.

Femasys Inc. has secured a 180-day extension from Nasdaq, moving its deadline to regain compliance with the $1.00 per share minimum bid price rule to July 13, 2026. This follows an earlier notice that its stock had traded below $1.00 for 30 consecutive business days, putting its Nasdaq Capital Market listing at risk under Listing Rule 5550(a)(2).

To obtain the extension, the company indicated it had more than $5 million in stockholders’ equity as of December 31, 2025 and stated an intention to cure the deficiency, including using a reverse stock split if necessary. The extension reduces immediate delisting pressure but does not resolve the underlying share-price issue; actual outcomes will depend on market trading and any corporate actions the board approves.

Key milestones are Nasdaq’s new compliance deadline of July 13, 2026 and the potential implementation of a reverse stock split designed to achieve at least ten consecutive business days with a closing bid of $1.00 or more. Subsequent company disclosures may outline whether and when a reverse split or other measures are formally adopted.

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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): January 13, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on July 16, 2025, Femasys Inc. (the “Company”) received a notice from The Nasdaq Stock Market (“Nasdaq”) that the Company is not in compliance with Nasdaq’s Listing Rule 5550(a)(2), as the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days (the “Minimum Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days from July 16, 2025, or until January 12, 2026, to regain compliance with the Minimum Bid Price Requirement.

On January 12, 2026, the Company submitted a request to Nasdaq for a 180-day extension to regain compliance with the Minimum Bid Price Requirement. The Company indicated to Nasdaq that it had demonstrated more than $5 million in stockholders’ equity as of December 31, 2025, and provided notice of its intention to cure the deficiency during the extended compliance period by effecting a reverse stock split, if necessary, and in sufficient time to evidence a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days prior to the expiration of the extended compliance period.

On January 13, 2026, the Company received a letter from Nasdaq advising that the Company had been granted a 180-day extension to July 13, 2026 to regain compliance with the Minimum Bid Price Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A).

The Company intends to continue actively monitoring the closing bid price for the Company’s common stock between now and July 13, 2026, and will consider available options to resolve the deficiency, including effecting a reverse stock split as stated above, and regain compliance with the Minimum Bid Price Requirement.

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: January 15, 2026	Femasys Inc.
	By:	/s/ Kathy Lee-Sepsick
		Name: Kathy Lee-Sepsick
		Title: Chief Executive Officer

FAQ

Why did Femasys (FEMY) receive a Nasdaq notice of non-compliance?

Femasys received a Nasdaq notice because the minimum bid price of its common stock was below $1.00 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).

What extension did Nasdaq grant Femasys (FEMY) to regain bid price compliance?

Nasdaq granted Femasys a 180-day extension, giving the company until July 13, 2026 to regain compliance with the $1.00 per share minimum bid price requirement.

How does Femasys plan to address the Nasdaq minimum bid price deficiency?

Femasys stated it intends to monitor the closing bid price of its stock and is considering available options, including potentially effecting a reverse stock split to help restore compliance with the minimum bid price rule.

What financial condition did Femasys report in support of the Nasdaq extension?

In its extension request, Femasys indicated it had demonstrated more than $5 million in stockholders’ equity as of December 31, 2025, a factor Nasdaq considered in granting the additional 180-day period.

What exactly is the Nasdaq Minimum Bid Price Requirement affecting Femasys?

The Nasdaq Minimum Bid Price Requirement mandates that Femasys’ common stock maintain a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days to be in compliance.

Could Femasys (FEMY) be delisted from Nasdaq if it does not regain compliance?

If Femasys does not meet the $1.00 per share requirement by July 13, 2026, it could face further Nasdaq actions regarding its listing status, subject to Nasdaq’s rules and processes.