STOCK TITAN

Femasys Inc. (FEMY) COO acquires stock and milestone-linked warrants

(Neutral)
(Positive)
Form Type
4

Rhea-AI Filing Summary

Femasys Inc. Chief Operating Officer John Charles Canning reported acquiring both common stock and warrants. He purchased 4,375 shares of common stock at $3.20 per share under a Securities Purchase Agreement, resulting in direct ownership of 4,375 common shares. He also received two grants of 4,375 common stock purchase warrants each, with an exercise price of $2.95 per share. One warrant series is exercisable from August 10, 2026 until August 10, 2029, while the milestone warrant becomes exercisable only after a future Milestone Date tied to achieving $1,500,000 in U.S. revenue for any fiscal quarter and meeting specified volume-weighted average price conditions, and is subject to exercise limitations under Nasdaq Capital Market rules.

Positive

  • None.

Negative

  • None.
Insider Canning John Charles
Role Chief Operating Officer
Bought 4,375 shs ($14K)
Type Security Shares Price Value
Grant/Award Common Stock Purchase Warrant F2, F4, F3 4,375 -- --
Grant/Award Common Stock Purchase Warrant (Milestone) F2, F4, F5, F3 4,375 -- --
Purchase Common Stock F1 4,375 $3.20 $14K
Holdings After Transaction: Common Stock Purchase Warrant — 4,375 shares (Direct); Common Stock Purchase Warrant (Milestone) — 4,375 shares (Direct); Common Stock — 4,375 shares (Direct)
Footnotes (5)
  1. F1. The purchase price paid by the reporting person for the Shares was $3.20 per share pursuant to the Securities Purchase Agreement, dated as of August 7, 2026, by and among Femasys Inc. and the purchasers party thereto.
  2. F2. Holder may, at its option, exercise the Common Warrant, subject to the terms and conditions thereof, at an exercise price of $2.95 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Common Warrant and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
  3. F3. 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.
  4. F4. The reported securities were purchased by the reporting person for an aggregate amount of $14,000.
  5. F5. The Common Warrant (Milestone) is exercisable only from and after the Milestone Date, being the first date on or after August 10, 2027 on which both (i) the Company has achieved U.S. revenue of $1,500,000 for any fiscal quarter, as reported in a Form 10-Q or Form 10-K, and (ii) the volume-weighted average price of the Common Stock has satisfied certain price conditions specified in the warrant. The warrant expires on the earlier of (i) three years after the effective date of a registration statement registering the resale of the Warrant Shares and (ii) 45 days after the Company delivers notice that the Milestone Date has occurred. As of the date of this report, neither the Milestone Date nor the expiration date is determinable.
Common shares purchased 4,375 shares Common Stock purchased on August 7, 2026 at $3.20 per share
Purchase price per share $3.20 per share Price for common stock under Securities Purchase Agreement
Standard warrant size 4,375 shares Underlying common stock for standard Common Stock Purchase Warrant
Warrant exercise price $2.95 per share Exercise price for both warrant grants, subject to adjustment
Milestone revenue condition $1,500,000 U.S. revenue for any fiscal quarter required for Milestone Date
Aggregate purchase amount $14,000 Aggregate amount paid for the reported securities as disclosed in footnote
Standard warrant term August 10, 2026 to August 10, 2029 Exercise period for the standard Common Stock Purchase Warrant
Common Stock Purchase Warrant financial
"Holder may, at its option, exercise the Common Warrant, subject to the terms"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
Milestone Date financial
"The Common Warrant (Milestone) is exercisable only from and after the Milestone Date"
volume-weighted average price financial
"the volume-weighted average price of the Common Stock has satisfied certain price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Nasdaq Capital Market financial
"subject to certain limitations, in accordance with rules of the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Securities Purchase Agreement financial
"per share pursuant to the Securities Purchase Agreement, dated as of August 7, 2026"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

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FAQ

What did FEMY COO John Charles Canning buy in this Form 4?

John Charles Canning purchased 4,375 shares of Femasys Inc. common stock at $3.20 per share. The purchase was made under a Securities Purchase Agreement dated August 7, 2026, and left him holding 4,375 common shares directly.

What warrants did the FEMY COO receive according to this filing?

He received two grants of 4,375 common stock purchase warrants each, totaling warrants for 8,750 shares. Both have an exercise price of $2.95 per share, subject to adjustment under the warrant terms and Nasdaq Capital Market exercise limitations.

When can the standard FEMY common stock purchase warrant be exercised?

The standard common stock purchase warrant for 4,375 shares is exercisable at the holder’s option from August 10, 2026 and expires on August 10, 2029. The exercise price is $2.95 per share, subject to customary adjustments.

What conditions govern the FEMY milestone warrant exercisability?

The milestone warrant for 4,375 shares becomes exercisable only after a Milestone Date, which requires U.S. revenue of $1,500,000 in any fiscal quarter and specified volume-weighted average price conditions. As of this report, the Milestone Date and expiration date are not yet determinable.

What is the aggregate amount paid for the reported FEMY securities?

The filing states that the reported securities were purchased for an aggregate amount of $14,000. This aggregate figure is disclosed in a footnote linked to the reported securities transactions in this Form 4.

Are there limitations on exercising the FEMY warrants received by the COO?

Yes. The filing notes the holder’s ability to exercise the warrant for common stock is subject to certain limitations in accordance with the rules of the Nasdaq Capital Market, affecting how many shares can be exercised at a given time.
SEC Form 4
FORM 4UNITED 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*
Canning John Charles

(Last)(First)(Middle)
C/O FEMASYS INC.
3950 JOHNS CREEK COURT, SUITE 100

(Street)
SUWANEE GEORGIA 30024

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
FEMASYS INC [ FEMY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/07/2026P4,375A$3.2(1)4,375D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Stock Purchase Warrant$2.95(2)08/07/2026A4,37508/10/202608/10/2029Common stock, par value $0.001 per share4,375(3)(4)4,375D
Common Stock Purchase Warrant (Milestone)$2.95(2)08/07/2026A4,37508/10/2027(5) (5)Common stock, par value $0.001 per share4,375(3)(4)4,375D
Explanation of Responses:
1. The purchase price paid by the reporting person for the Shares was $3.20 per share pursuant to the Securities Purchase Agreement, dated as of August 7, 2026, by and among Femasys Inc. and the purchasers party thereto.
2. Holder may, at its option, exercise the Common Warrant, subject to the terms and conditions thereof, at an exercise price of $2.95 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Common Warrant and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
3. 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.
4. The reported securities were purchased by the reporting person for an aggregate amount of $14,000.
5. The Common Warrant (Milestone) is exercisable only from and after the Milestone Date, being the first date on or after August 10, 2027 on which both (i) the Company has achieved U.S. revenue of $1,500,000 for any fiscal quarter, as reported in a Form 10-Q or Form 10-K, and (ii) the volume-weighted average price of the Common Stock has satisfied certain price conditions specified in the warrant. The warrant expires on the earlier of (i) three years after the effective date of a registration statement registering the resale of the Warrant Shares and (ii) 45 days after the Company delivers notice that the Milestone Date has occurred. As of the date of this report, neither the Milestone Date nor the expiration date is determinable.
/s/ Kathy Lee-Sepsick, Attorney-in-fact08/11/2026
** Signature of Reporting PersonDate
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).
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* Form 4: SEC 1474 (03-26)