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Nantahala's $12M deal brings board influence at Femasys (NASDAQ: FEMY)

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Femasys Inc. (FEMY) received a significant investment from funds managed by Nantahala Capital Management. On August 7, 2026, Nantahala-affiliated investors agreed to pay the company $11,999,705.22 in cash to purchase 802,145 shares of common stock, pre-funded warrants for up to 2,947,855 shares at $0.001 per share, common warrants for up to 3,750,000 shares at $2.95 per share, and milestone warrants for up to 3,750,000 shares at $2.95 per share.

As of August 10, 2026, the reporting group beneficially owned 803,038 shares, or 9.99% of Femasys’ 8,038,419 outstanding shares, reflecting warrant exercisability subject to a 9.99% Beneficial Ownership Limitation. The milestone warrants become exercisable only if Femasys reaches $1,500,000 in U.S. revenue in any fiscal quarter and the stock trades at least 130% of the exercise price for 20 of 30 consecutive trading days.

A side letter grants Nantahala governance rights for up to ten years after the purchase, including the right to designate one or two board members depending on ownership thresholds (at least 15% and 20% of outstanding shares, calculated without the ownership cap) and consent rights over specified actions such as incurring more than $2,500,000 of indebtedness. A registration rights agreement requires Femasys to file and seek effectiveness of a shelf resale registration statement covering shares issuable upon exercise of the warrants.

Positive

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Negative

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Investment Amount $11,999,705.22 Cash paid by Nantahala Investors under the Stock Purchase Agreement on August 7, 2026
Shares Beneficially Owned 803,038 shares Beneficial ownership reported by each reporting person as of August 10, 2026
Ownership Percentage 9.99 % Percent of Femasys common stock class represented by 803,038 shares
Shares Outstanding 8,038,419 shares Shares of common stock outstanding as of August 10, 2026, including 893 issuable via warrants
Pre-Funded Warrants 2,947,855 shares at $0.001 per share Pre-Funded Warrants purchased by Nantahala Investors from Femasys
Common Warrants 3,750,000 shares at $2.95 per share Common Warrants purchased by Nantahala Investors
Milestone Warrants 3,750,000 shares at $2.95 per share Milestone Warrants, exercisable upon specified revenue and price milestones
Debt Consent Threshold $2,500,000 Level of indebtedness above which Femasys must obtain Nantahala consent under the Side Letter
Pre-Funded Warrants financial
"warrants to purchase up to 2,947,855 shares of Common Stock from the Issuer for $0.001 per share (the "Pre-Funded Warrants")"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Milestone Warrants financial
"contingent warrants to purchase a further 3,750,000 shares of Common Stock from the Issuer for $2.95 per share (the "Milestone Warrants")"
Milestone warrants are rights that let holders buy a company’s stock only if specific goals—such as regulatory approvals, sales targets, or project completions—are met. Think of them as a coupon that only becomes usable when the company hits agreed checkpoints; they matter to investors because they create contingent value and potential share dilution, and they signal which outcomes the company and its backers consider most important.
Beneficial Ownership Limitation regulatory
"may not be exercised if Nantahala and certain associated persons would beneficially own more than 9.99% of the Issuer's outstanding shares"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Registration Rights Agreement financial
"entered into a registration rights agreement (the "Registration Rights Agreement") with the Issuer"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
shelf resale registration statement regulatory
"prepare and file a shelf resale registration statement (the "Resale Registration Statement") with the SEC"
Side Letter financial
"Pursuant to a side letter (the "Side Letter") entered into by Nantahala and the Issuer"

FAQ

What stake in Femasys Inc. (FEMY) do the Nantahala reporting persons currently report?

The reporting persons beneficially own 803,038 shares of Femasys common stock, representing 9.99% of the 8,038,419 shares outstanding as of August 10, 2026, including shares they may acquire within 60 days through exercisable warrants.

How much did Nantahala-affiliated investors invest in Femasys Inc. (FEMY) under the Stock Purchase Agreement?

Nantahala-affiliated investors agreed to pay Femasys $11,999,705.22 in cash. In return they received 802,145 shares of common stock, pre-funded warrants for up to 2,947,855 shares, and additional warrant packages at specified exercise prices.

What are the key terms of the warrants Nantahala received from Femasys Inc. (FEMY)?

The investors received pre-funded warrants at $0.001 per share for up to 2,947,855 shares, and common and milestone warrants at an exercise price of $2.95 per share, subject to a 9.99% Beneficial Ownership Limitation on exercise.

What conditions make the Milestone Warrants in Femasys Inc. (FEMY) exercisable?

The Milestone Warrants become exercisable only if Femasys achieves $1,500,000 in U.S. revenue in any fiscal quarter and the stock trades at least 130% of the exercise price for 20 of 30 consecutive trading days.

What governance rights did Nantahala obtain in its agreement with Femasys Inc. (FEMY)?

Under a side letter, if Nantahala beneficially owns at least 15% of outstanding shares (ignoring the ownership cap), it may designate one board member; at 20%, it may designate a second. It also gains consent rights over actions like incurring debt above $2,500,000.

What registration rights did Femasys Inc. (FEMY) grant to Nantahala investors?

Femasys agreed to file a shelf resale registration statement within 30 days of the purchase to register resale of warrant shares and to use commercially reasonable efforts to have it declared effective within 60 days, subject to possible SEC comment extensions.

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

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31447E204

(CUSIP Number)
Taki Vasilakis
130 Main St. 2nd Floor,
New Canaan, CT, 06840
(203) 308-4440

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/10/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D






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SCHEDULE 13D


Nantahala Capital Partners Limited Partnership
Signature:/s/ Taki Vasilakis
Name/Title:Taki Vasilakis/Chief Compliance Officer, By its General Partner, NANTAHALA CAPITAL MANAGEMENT, LLC
Date:08/14/2026
Nantahala Capital Management, LLC
Signature:/s/ Taki Vasilakis
Name/Title:Taki Vasilakis/Chief Compliance Officer
Date:08/14/2026
Wilmot B. Harkey
Signature:/s/ Wilmot B. Harkey
Name/Title:Wilmot B. Harkey
Date:08/14/2026
Daniel Mack
Signature:/s/ Daniel Mack
Name/Title:Daniel Mack
Date:08/14/2026