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FEMY Form 4: $25,000 in notes and A-1/B-1/C-1 warrants filed

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Femasys Inc. (FEMY) disclosed that a director reported a transaction on 11/07/2025 involving senior secured convertible notes and three warrant series. The reported securities were purchased for an aggregate amount of $25,000.

The notes are convertible at an initial price of $0.73 per share into up to 34,122 shares of common stock, with shares potentially increasing as interest accrues and subject to Nasdaq-related limitations. The Series A-1, Series B-1, and Series C-1 warrants each cover 34,122 shares at initial exercise prices of $0.81, $0.92, and $1.10 per share, respectively. All instruments list an expiration of 11/07/2035 and include customary adjustment provisions for events such as stock splits or dividends.

Positive

  • None.

Negative

  • None.
Insider Larsen Charles
Role Director
Type Security Shares Price Value
I Senior Secured Convertible Notes 0 $0.00 --
I Series A-1 Warrants 34,122 $0.00 --
I Series B-1 Warrants 34,122 $0.00 --
I Series C-1 Warrants 34,122 $0.00 --
Holdings After Transaction: Senior Secured Convertible Notes — 0 shares (Direct); Series A-1 Warrants — 34,122 shares (Direct); Series B-1 Warrants — 34,122 shares (Direct); Series C-1 Warrants — 34,122 shares (Direct)
Footnotes (1)
  1. Holder may, at its option, prior to maturity, convert all or any portion of the outstanding amount of Senior Secured Convertible Notes due 2035 (the "Convertible Notes"), including accrued paid in-kind interest thereon, subject to certain limitations, into shares of Common Stock, at an initial conversion price of $0.73 per share of Common Stock. The conversion rate is subject to adjustment in accordance with the terms of the Convertible Notes and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions. Holder may, at its option, exercise the Series A-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $0.81 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series A-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions. Holder may, at its option, exercise the Series B-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $0.92 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series B-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions. Holder may, at its option, exercise the Series C-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $1.10 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series C-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions. Represents the maximum number of shares of Common Stock issuable upon the voluntary conversion of the original stated amount of the Convertible Notes. The number of shares issuable upon conversion of the Convertible Notes is subject to increase in connection with the accrual of interest, which is payable in kind. The Holder's ability to convert the Convertible Notes to shares of Common Stock is subject to certain limitations, in accordance with rules of the Nasdaq Capital Market. The Holder's ability to exercise the subject Warrant for shares of Common Stock is subject to certain limitations, in accordance with rules of the Nasdaq Capital Market. The reported securities were purchased by the reporting person for an aggregate amount of $25,000.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Femasys (FEMY) disclose in this Form 4?
A director reported acquiring senior secured convertible notes and Series A-1, B-1, and C-1 warrants on 11/07/2025.

What was the total amount paid for the reported securities of FEMY?
The reported securities were purchased for an aggregate amount of $25,000.

What are the conversion and exercise prices disclosed?
Notes convert at $0.73 per share; Series A-1 at $0.81, Series B-1 at $0.92, and Series C-1 at $1.10 per share.

How many shares underlie each instrument reported for FEMY?
The notes represent up to 34,122 shares upon conversion; each of the Series A-1, B-1, and C-1 warrants covers 34,122 shares.

When do the FEMY notes and warrants expire?
The expiration date listed for the notes and each warrant series is 11/07/2035.

Are there conditions on converting or exercising these FEMY securities?
Yes. Quantities/prices are subject to adjustment, and conversions/exercises are subject to Nasdaq rules as disclosed.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Larsen Charles
(Last) (First) (Middle)
C/O FEMASYS INC.
3950 JOHNS CREEK COURT, SUITE 100
(Street)
SUWANEE GA 30024
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FEMASYS INC [ FEMY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Secured Convertible Notes $0.73(1) 11/07/2025 I $25,000 11/07/2025 11/07/2035 Common stock, par value $0.001 per share 34,122(5) (7) $25,000 D
Series A-1 Warrants $0.81(2) 11/07/2025 I 34,122 11/07/2025 11/07/2035 Common stock, par value $0.001 per share 34,122(6) (7) 34,122 D
Series B-1 Warrants $0.92(3) 11/07/2025 I 34,122 11/07/2025 11/07/2035 Common stock, par value $0.001 per share 34,122(6) (7) 34,122 D
Series C-1 Warrants $1.1(4) 11/07/2025 I 34,122 11/07/2025 11/07/2035 Common stock, par value $0.001 per share 34,122(6) (7) 34,122 D
Explanation of Responses:
1. Holder may, at its option, prior to maturity, convert all or any portion of the outstanding amount of Senior Secured Convertible Notes due 2035 (the "Convertible Notes"), including accrued paid in-kind interest thereon, subject to certain limitations, into shares of Common Stock, at an initial conversion price of $0.73 per share of Common Stock. The conversion rate is subject to adjustment in accordance with the terms of the Convertible Notes and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
2. Holder may, at its option, exercise the Series A-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $0.81 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series A-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
3. Holder may, at its option, exercise the Series B-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $0.92 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series B-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
4. Holder may, at its option, exercise the Series C-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $1.10 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series C-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
5. Represents the maximum number of shares of Common Stock issuable upon the voluntary conversion of the original stated amount of the Convertible Notes. The number of shares issuable upon conversion of the Convertible Notes is subject to increase in connection with the accrual of interest, which is payable in kind. The Holder's ability to convert the Convertible Notes to shares of Common Stock is subject to certain limitations, in accordance with rules of the Nasdaq Capital Market.
6. The Holder's ability to exercise the subject Warrant for shares of Common Stock is subject to certain limitations, in accordance with rules of the Nasdaq Capital Market.
7. The reported securities were purchased by the reporting person for an aggregate amount of $25,000.
/s/ Kathy Lee-Sepsick, Attorney-in-fact 11/12/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR