Femasys holders elect directors, ratify KPMG

Femasys Inc. held its Annual Meeting of Stockholders, where holders of 1,487,447 shares of common stock, representing approximately 49.26% of shares eligible to vote, were present in person virtually or by proxy.

Rhea-AI Filing Summary

Femasys Inc. held its Annual Meeting of Stockholders, where holders of 1,487,447 shares of common stock, representing approximately 49.26% of shares eligible to vote, were present in person virtually or by proxy. All vote totals were adjusted for the 1-for-20 reverse stock split effective June 5, 2026.

Stockholders elected Charles Larsen and Kenneth Eichenbaum as Class II directors for three-year terms ending at the 2029 annual meeting, each receiving substantially more votes for than against. Stockholders also ratified the appointment of KPMG LLP as the independent registered accounting firm for the fiscal year ending December 31, 2026 by a wide margin.

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: 1,487,447 shares Participation rate: 49.26% of eligible shares Reverse stock split ratio: 1-for-20 +4 more

7 metrics

Shares represented at meeting 1,487,447 shares Present in person virtually or by proxy at Annual Meeting

Participation rate 49.26% of eligible shares Shares eligible to be voted at Annual Meeting

Reverse stock split ratio 1-for-20 Effective June 5, 2026; voting totals adjusted accordingly

Votes for Charles Larsen 335,860 votes for Election as Class II director at Annual Meeting

Votes for Kenneth Eichenbaum 345,194 votes for Election as Class II director at Annual Meeting

Votes for KPMG LLP 1,458,536 votes for Ratification as independent registered accounting firm for 2026

Votes against KPMG LLP 28,911 votes against Ratification of 2026 independent registered accounting firm

Key Terms

reverse stock split, broker non-votes, independent registered accounting firm, emerging growth company, +1 more

5 terms

reverse stock split financial

"All vote totals set forth below have been adjusted to reflect the Company’s 1-for-20 reverse stock split effected on June 5, 2026."

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.

broker non-votes financial

"Charles Larsen | 335,860 | 23,988 | 16,345 | 1,111,254 | 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.

independent registered accounting firm financial

"The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026"

An independent registered accounting firm is a third-party audit firm, usually a certified public accounting (CPA) practice, that is officially registered with the relevant regulator to perform audits of a public company's financial statements and controls. Like an impartial inspector checking a building's safety, it examines and certifies that a company’s financial records are accurate and comply with accounting rules, which helps investors trust the numbers reported by the company.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Annual Meeting of Stockholders financial

"The Annual Meeting of Stockholders of Femasys Inc. (the “Company”) was held on June 24, 2026"

FAQ

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

What did Femasys Inc. (FEMY) stockholders vote on at the 2026 annual meeting?

Stockholders elected two Class II directors and ratified KPMG LLP as independent auditor for 2026. Both director nominees and the auditor ratification received strong support based on votes cast at the meeting.

How many Femasys (FEMY) shares were represented at the 2026 annual meeting?

A total of 1,487,447 common shares were represented, about 49.26% of eligible shares. These shares were present in person virtually or by proxy and formed the basis for the voting results reported.

Who was elected to the Femasys Inc. (FEMY) board as Class II directors in 2026?

Charles Larsen and Kenneth Eichenbaum were elected as Class II directors. They will serve three-year terms ending at the 2029 annual meeting, or until a successor is elected and qualified or earlier resignation or removal.

Which auditing firm did Femasys (FEMY) stockholders ratify for fiscal 2026?

Stockholders ratified KPMG LLP as the independent registered accounting firm for the fiscal year ending December 31, 2026. The ratification received substantially more votes for than against, with only a small number of abstentions recorded.

How did the 1-for-20 reverse stock split affect Femasys (FEMY) voting results?

All vote totals reported from the annual meeting were adjusted to reflect the 1-for-20 reverse stock split effective June 5, 2026. This ensures consistency between reported vote counts and the company’s post-split share structure.

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

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Accepted by SEC EDGAR 06/24/2026 - 04:05 PM EDT Learn about SEC filing dates

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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 24, 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 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Femasys Inc. (the “Company”) was held on June 24, 2026 (the “Annual Meeting”). At the Annual Meeting, there were present, in person virtually or by proxy, holders of 1,487,447 shares (post stock-split) of common stock, or approximately 49.26% of the total outstanding shares eligible to be voted. All vote totals set forth below have been adjusted to reflect the Company’s 1-for-20 reverse stock split effected on June 5, 2026. The final voting results with respect to each proposal presented at the Annual Meeting are set forth below:

Proposal One - Election of Directors

The Company’s stockholders approved the election of two Class II directors to the Company’s Board of Directors for three-year term expiring at the 2029 annual meeting of stockholders or until their respective successor is elected and qualified or until their earlier resignation or removal, by the following votes:

Nominee		Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Charles Larsen		335,860		23,988		16,345		1,111,254
Kenneth Eichenbaum		345,194		15,126		15,873		1,111,254

Proposal Two - Ratification of Appointment of Independent Registered Accounting Firm

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026 by the following votes:

Votes For	Votes Against	Abstentions
1,458,536	28,911	-

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 24, 2026

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