[8-K] Femasys Inc. Reports Material Event

Rhea-AI Filing Summary

Femasys (NASDAQ: FEMY) held its Annual Meeting of Stockholders on June 25, 2025, with 59.41% of eligible shares represented. Three key proposals were voted on:

• Director Elections: Two Class I directors were elected for three-year terms through 2028: - Alistair Milnes (4.88M votes for, 941K against) - Edward Uzialko (4.95M votes for, 876K against)
• Equity Incentive Plan Amendment: Stockholders approved increasing authorized shares under the 2021 Plan by 3 million shares (4.26M votes for, 1.58M against)
• Auditor Appointment: KPMG LLP was ratified as independent auditor for FY2025 with overwhelming support (16.10M votes for, 80K against)

The company, listed as an emerging growth company, has elected not to use extended transition periods for new accounting standards compliance.

Positive

• None.

Negative

• Significant shareholder opposition to equity incentive plan with 27% voting against the share increase
• Notable opposition to director Alistair Milnes with 16.2% voting against

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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 25, 2025

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 25, 2025 (the “Annual Meeting”). At the Annual Meeting, there were present, in person virtually or by proxy, holders of 16,183,538 shares of common stock, or approximately 59.41% of the total outstanding shares eligible to be voted. The final voting results with respect to each proposal presented at the Annual Meeting is set forth below:

Proposal One - Election of Directors

The Company’s stockholders approved the election of two Class I directors to the Company’s Board of Directors for three-year term expiring at the 2028 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
Alistair Milnes		4,882,989		941,368		14,989	10,344,192
Edward Uzialko		4,947,997		876,233		15,116	10,344,192

Proposal Two – Approve Amendment to the 2021 Equity Incentive Plan

The Company’s stockholders approved an amendment to the Femasys Inc. 2021 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under the 2021 Plan by 3,000,000 shares, by the following votes:

Votes For		Votes Against		Votes Abstained	Broker Non-Votes
4,257,199		1,582,147		-	10,344,192

Proposal Three - 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, 2025 by the following votes:

Votes For	Votes Against	Abstentions
16,103,557	79,981	-

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
	Names: Kathy Lee-Sepsick
	Title: Chief Executive Officer
Date: June 25, 2024

FAQ

What were the voting results for FEMY's director elections in June 2025?

At FEMY's Annual Meeting on June 25, 2025, two Class I directors were elected: Alistair Milnes received 4,882,989 votes in favor and 941,368 against, while Edward Uzialko received 4,947,997 votes in favor and 876,233 against. Both directors will serve three-year terms expiring at the 2028 annual meeting.

Did FEMY shareholders approve the 2021 Equity Incentive Plan amendment?

Yes, FEMY shareholders approved the amendment to increase the shares authorized under the 2021 Equity Incentive Plan by 3,000,000 shares. The proposal received 4,257,199 votes in favor and 1,582,147 votes against, with 10,344,192 broker non-votes.

What was the shareholder participation rate at FEMY's 2025 Annual Meeting?

The shareholder participation at FEMY's Annual Meeting on June 25, 2025, was approximately 59.41% of total outstanding shares, with holders of 16,183,538 shares present either virtually or by proxy.

Did FEMY shareholders approve KPMG as their independent auditor for 2025?

Yes, FEMY shareholders overwhelmingly approved KPMG LLP as the company's independent registered accounting firm for fiscal year 2025, with 16,103,557 votes in favor, 79,981 votes against, and no abstentions.