Veteran MedTech leader John Canning joins Femasys (NASDAQ: FEMY) as COO
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Femasys Inc. appointed John Canning as Chief Operating Officer, effective March 30, 2026, and entered into an employment agreement outlining his compensation and equity incentives. He brings more than 25 years of medical device leadership experience from Terumo Aortic, Bolton Medical, and Medtronic.
Mr. Canning will receive a $450,000 annual base salary and a target annual bonus equal to 40% of base salary. As a material inducement to join Femasys under Nasdaq Listing Rule 5635(c)(4), he was granted a nonstatutory option to purchase 150,000 shares, vesting over four years, with the exercise price set at the Nasdaq closing price on the March 30, 2026 grant date. If terminated without cause or he resigns for good reason, he is entitled to nine months of salary continuation, unpaid prior-year bonus, and subsidized COBRA premiums, subject to a release of claims.
Positive
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8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base Salary: $450,000 per year
Target Bonus: 40% of base salary
Inducement Option Size: 150,000 shares
+3 more
6 metrics
Base Salary
$450,000 per year
Annual base salary for COO John Canning
Target Bonus
40% of base salary
Annual bonus target for COO
Inducement Option Size
150,000 shares
Nonstatutory stock option grant on March 30, 2026
Vesting Schedule
25% per year over 4 years
Inducement option vesting, starting first anniversary of employment
Severance Salary Continuation
9 months
Base salary continuation upon qualifying termination
COBRA Subsidy Period
9 months
Subsidized COBRA premiums after qualifying termination
Key Terms
Inducement Award, Nasdaq Listing Rule 5635(c)(4), nonstatutory stock option, COBRA premiums, +1 more
5 terms
Inducement Award financial
"The Inducement Award will vest as to 25% of the shares underlying the stock option"
An inducement award is a special cash or equity payment given to a new hire—often an executive or key employee—outside the company’s regular pay plans to persuade them to join. Think of it like a signing bonus that can align the new person’s goals with shareholders but also represents a cost and can reduce existing owners’ percentage of the company, so investors watch these awards for their impact on ownership and future performance.
Nasdaq Listing Rule 5635(c)(4) regulatory
"as an inducement grant outside of the Company’s 2021 Equity Incentive Plan pursuant to Nasdaq Listing Rule 5635(c)(4)"
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
nonstatutory stock option financial
"will be granted a nonstatutory stock option to purchase 150,000 shares of the Company’s Common Stock"
A nonstatutory stock option (also called a non-qualified stock option) is an employee or contractor right to buy company shares at a set price that does not qualify for special tax treatment. When exercised, the difference between the market price and the set price is treated as ordinary income for the recipient and usually triggers payroll tax and withholding. For investors, these options matter because they create potential share dilution, affect reported compensation costs, and influence the timing of when new shares enter the market—similar to a coupon that lets someone buy stock at a discount but results in an immediate tax bill.
pivotal trial medical
"For U.S. FDA approval, enrollment in the FINALE pivotal trial (NCT05977751) is ongoing."
A pivotal trial is a key test of a new medicine or treatment to see if it works and is safe enough to be approved by health authorities. It's like a final exam for a new product, and passing it is essential for bringing the treatment to the public.
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): March 30, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading
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Name of each
exchange
on which registered
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(c)
On April 1, 2026, Femasys Inc. (the “Company”) announced the hiring and appointment of John Canning as its Chief Operating Officer, effective March 30, 2026.
Mr. Canning, age 52, most recently served as Chief Operating Officer at Terumo Aortic from April 2017 to February 2026, where he led global operations and technology
functions. Prior to that he held senior leadership roles at Bolton Medical from 2003 to 2017, including Chief Operating Officer and was instrumental in Terumo’s acquisition of Bolton Medical. Earlier in his career, he held manufacturing operations
leadership positions at Medtronic from 1999 to 2003. Mr. Canning holds a B.S. in Mechanical Engineering from College of New Jersey.
The Company entered into an employment agreement (the “Employment Agreement”) with Mr. Canning in connection with his appointment as Chief Operating Officer. Under the
Employment Agreement, which is effective March 30, 2026, Mr. Canning will receive an annual base salary of $450,000 and he will be eligible to participate in the Company’s annual bonus program, with a target bonus of 40% of his base salary.
In addition, the Employment Agreement provides that, as a material inducement to Mr. Canning to enter into employment with the Company and, as approved by the Board of
Directors, Mr. Canning will be granted a nonstatutory stock option to purchase 150,000 shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) on March 30, 2026, as an inducement grant outside of the Company’s 2021
Equity Incentive Plan pursuant to Nasdaq Listing Rule 5635(c)(4) (the “Inducement Award”), with an exercise price per share equal to the closing price per share of the Common Stock on the Nasdaq Stock Market on the grant date. The Inducement Award
will vest as to 25% of the shares underlying the stock option on the first anniversary of the commencement of employment, with the remaining shares vesting 25% each year over the following three years, subject to Mr. Canning’s continued employment
with the Company. Mr. Canning will also be eligible to receive such future long-term incentive awards as the Board of Directors shall deem appropriate.
The Employment Agreement provides that if Mr. Canning’s employment is terminated by the Company without cause, or by him for good reason, he will receive (i) his
unpaid prior year bonus, (ii) continuation of his base salary payments for nine months following his termination of employment, and (iii) subsidized COBRA premiums for nine months following his termination of employment, in each case subject to
certain conditions, including the execution of a release of all claims against the Company. Mr. Canning will be eligible to participate in the Company’s 401(k) plan, health plans, and other benefits on the same terms as all of our other employees.
The foregoing descriptions are qualified in their entirety by the full text of the Employment Agreement and the form of inducement stock option agreement for the Inducement Award, which are filed as Exhibits 10.1 and 10.2, respectively, and
incorporated herein by reference.
There are no transactions between Mr. Canning and the Company, there are no family relationships between Mr. Canning and any director or officer of the Company, and
there is no arrangement or understanding between Mr. Canning and any other persons or entities pursuant to which Mr. Canning was appointed as an officer of the Company.
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Other Events
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On April 1, 2026, the Company issued a press release announcing the appointment of Mr. Canning as its Chief Operating Officer. A copy of the press release is being filed
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Financial Statements and Exhibits.
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Exhibits.
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Exhibit
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Description
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10.1
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Employment Agreement, dated as of March 30, 2026, between Femasys Inc. and John Canning
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10.2
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Form of Inducement Stock Option Agreement
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99.1
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Press Release of Femasys Inc. dated April 1, 2026
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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 hereunto
duly authorized.
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Femasys Inc.
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By:
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/s/ Kathy Lee-Sepsick
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Names: Kathy Lee-Sepsick
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Title: Chief Executive Officer
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Date: April 1, 2026
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Exhibit 99.1
Femasys Appoints John Canning as Chief Operating Officer to Drive Operational Execution and Advance Commercial Growth
ATLANTA – April 1, 2026 – Femasys Inc. (NASDAQ: FEMY), a leading biomedical innovator focused on making fertility and non-surgical permanent birth control more accessible and cost-effective for women
worldwide, announced today the appointment of John Canning as Chief Operating Officer. Mr. Canning is an accomplished medical device executive with more than 25 years of experience leading global operations and technology organizations within
complex medical device companies. He brings a track record of scaling organizations, advancing product pipelines, and driving operational excellence across key functions to support commercial growth and product adoption.
Prior to joining Femasys, Mr. Canning served as Chief Operating Officer and Chief Technology Officer at Terumo Aortic, where he led global operations and
technology functions, advancing the company’s endovascular product pipeline and improving operational performance. He was instrumental in Terumo’s acquisition of Bolton Medical, where he previously served as Chief Operating Officer. He began his
career in manufacturing leadership roles at Medtronic Vascular, a global leader in interventional medical technologies.
“John is a skilled operator with deep expertise in scaling global MedTech organizations,
advancing manufacturing excellence, and bringing innovative technologies to market,” said Kathy Lee-Sepsick, Founder and Chief Executive Officer of Femasys. “As we expand commercialization of our fertility and permanent birth control portfolio,
including FemBloc® and FemaSeed®, John’s leadership will be
instrumental in strengthening our operational capabilities, informing strategy through execution expertise, and supporting our global growth strategy.”
“Femasys has built a differentiated portfolio of transformative women’s health solutions that expand access to care in much needed areas,” said John Canning,
Chief Operating Officer of Femasys. “I am excited to join the Company at this important stage of growth and for the opportunity to scale its global commercial footprint, leveraging my experience to strengthen operational execution and drive the
next phase of expansion.”
Grant of Inducement Option
In connection with Mr. Canning’s appointment, Femasys has granted to Mr. Canning, effective as of his first day of employment, an option to purchase 150,000
shares of Femasys common stock at an exercise price per share equal to the closing price of Femasys common stock on the grant date as reported by Nasdaq. This grant was approved by the Compensation Committee of Femasys’ Board of Directors and made
as an inducement material to Mr. Canning entering into employment with Femasys as contemplated by Nasdaq Listing Rule 5635(c)(4). The stock option will vest as to 25% of the shares underlying the stock option on the first anniversary of the
commencement of employment, with the remaining shares vesting 25% each year over the following three years, subject to Mr. Canning’s continued employment with Femasys. Femasys provides this information in accordance with Nasdaq Listing Rule
5635(c)(4).
About Femasys
Femasys is a leading biomedical innovator focused on making fertility and non-surgical permanent birth control more accessible and cost-effective for women
worldwide through its broad, patent-protected portfolio of novel, in-office therapeutic and diagnostic products. As a U.S. manufacturer with global regulatory approvals, Femasys is actively commercializing its lead product innovations in the U.S.
and key international markets. Femasys’ fertility portfolio includes FemaSeed® Intratubal Insemination (ITI), a groundbreaking first-step infertility treatment; FemSperm®, a CLIA waived sperm preparation and analysis product
line; and FemVue®, a companion diagnostic for fallopian tube assessment. Published clinical trial data demonstrate that FemaSeed achieved more than double the pregnancy rate of traditional IUI, with a comparable safety profile and high
patient and practitioner satisfaction.1
FemBloc® permanent birth control is the first and only non-surgical, in-office alternative to centuries-old surgical sterilization that received full
regulatory approval in Europe in June 2025, the UK in August 2025, and New Zealand in September 2025. Commercialization of this highly cost-effective, convenient and significantly safer approach will be completed through strategic partnerships in
select European countries. Alongside FemBloc, the FemChec®, diagnostic product provides an ultrasound-based test to confirm procedural success. Published data from initial clinical trials demonstrated compelling effectiveness, five-year
safety, and high patient and practitioner satisfaction.2 For U.S. FDA approval, enrollment in the FINALE pivotal trial (NCT05977751) is ongoing.
Learn more at www.femasys.com, or follow us on X, Facebook and LinkedIn.
References
1Liu, J. H., Glassner, M., Gracia, C. R., Johnstone, E. B., Schnell, V. L., Thomas, M. A., L. Morrison, Lee-Sepsick, K. (2024). FemaSeed Directional Intratubal
Artificial Insemination for Couples with Male-Factor or Unexplained Infertility Associated with Low Male Sperm Count. J Gynecol Reprod Med, 8(2), 01-12. doi:
10.33140/JGRM.08.02.08.
2Liu, J. H., Blumenthal, P. D., Castaño, P. M., Chudnoff,
S. C., Gawron, L. M., Johnstone, E. B., Lee-Sepsick, K. (2025). FemBloc Non-Surgical Permanent Contraception for Occlusion of the Fallopian Tubes. J Gynecol Reprod Med,
9(1), 01-12. doi: 10.33140/JGRM.09.01.05.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to substantial risks and uncertainties. Forward-looking statements
can be identified by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “pending,” “intend,” “believe,” “suggests,” “potential,” “hope,” or “continue” or the negative of these terms or other similar expressions,
although not all forward-looking statements contain these words. Forward-looking statements are based on our current expectations and are subject to inherent uncertainties, risks and assumptions, many of which are beyond our control, difficult to
predict and could cause actual results to differ materially from what we expect. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to
differ include, among others: our ability to obtain regulatory approvals for our FemBloc product candidate; develop and advance our current FemBloc product candidate and successfully enroll and complete the clinical trial; the ability of our
clinical trial to demonstrate safety and effectiveness of our product candidate and other positive results; estimates regarding the total addressable market for our products and product candidate; our ability to commercialize our products and
product candidate, our ability to establish, maintain, grow or increase sales and revenues, or the effect of delays in commercializing our products, including FemaSeed; our business model and strategic plans for our products, technologies and
business, including our implementation thereof; and those other risks and uncertainties described in the section titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, and other reports as filed with the SEC.
Forward-looking statements contained in this press release are made as of this date, and Femasys undertakes no duty to update such information except as required under applicable law.
# # #
Contacts:
David Gutierrez, Dresner Corporate Services, (312) 780-7204, dgutierrez@dresnerco.com
Nathan Abler, Dresner Corporate Services, (714) 742-4180, nabler@dresnerco.com
FAQ
What executive change did Femasys (FEMY) announce in this Form 8-K?
Femasys appointed John Canning as Chief Operating Officer, effective March 30, 2026. He is an experienced medical device executive with more than 25 years leading global operations and technology at companies including Terumo Aortic, Bolton Medical, and Medtronic.
What is John Canning’s compensation package at Femasys (FEMY)?
John Canning will receive a $450,000 annual base salary and is eligible for an annual bonus with a target of 40% of base salary. He also participates in standard employee benefits, including the company’s 401(k) and health plans on the same terms as other employees.
What stock option inducement did Femasys grant to its new COO?
Femasys granted Mr. Canning a nonstatutory option to purchase 150,000 shares of common stock as an inducement award. The exercise price equals the closing Nasdaq price on March 30, 2026, with vesting over four years subject to continued employment.
How do John Canning’s inducement stock options vest at Femasys?
The inducement option vests 25% of the underlying shares on the first anniversary of his employment start date. The remaining 75% vests in equal 25% installments annually over the following three years, conditioned on Mr. Canning’s continued employment with Femasys.
What severance protections does Femasys provide to its new COO?
If Femasys terminates Mr. Canning without cause or he resigns for good reason, he receives his unpaid prior-year bonus, nine months of base salary continuation, and subsidized COBRA premiums for nine months, subject to conditions including signing a release of claims.
Under what Nasdaq rule was the Femasys COO option grant made?
The inducement stock option for 150,000 shares was approved as a material inducement to employment under Nasdaq Listing Rule 5635(c)(4). It was granted outside Femasys’ 2021 Equity Incentive Plan, consistent with the requirements of that specific Nasdaq listing rule.
What strategic focus did Femasys highlight alongside the COO appointment?
Femasys emphasized expanding commercialization of its fertility and permanent birth control portfolio, including FemBloc® and FemaSeed®. The company highlighted Mr. Canning’s role in strengthening operational execution and supporting global growth for its women’s health solutions.