Alumni Capital LP, together with Alumni Capital GP LLC and Ashkan Mapar (the "Reporting Persons"), report beneficial ownership of 4,773,579 shares of Femasys, Inc. common stock, representing 9.99% of the class on a beneficial ownership basis. The position reflects 931,900 shares actually owned plus rights to acquire additional shares through a Purchase Agreement, a Common Warrant, and a Pre-Funded Warrant. Current warrants and the purchase agreement include ownership limitations that cap acquisitions at 4.99% unless increased to 9.99% by notice or agreement. The Reporting Persons state the holdings are not intended to change or influence control of the issuer.
Positive
Material disclosure of near-10% economic stake: 4,773,579 shares representing 9.99% beneficial ownership
Transparent breakdown of holdings: 931,900 shares owned plus rights to acquire ~1,327,018 shares via warrants
Ownership limits documented: Warrant and Purchase Agreement limits disclosed (4.99% default, can be increased to 9.99%)
Declared passive intent: Certification that holdings were not acquired to change or influence control
Negative
No sole voting or dispositive power: Reporting Persons report 0 sole voting power and 0 sole dispositive power
Acquisitions subject to caps: Fund is restricted from acquiring shares that would push ownership above 4.99% unless limit increased
Potential for future dilution/accumulation: Exercisable warrants and purchase agreement create optionality that could materially change ownership if limits are raised
Insights
TL;DR Reporting Persons hold a near-10% economic stake via owned shares and exercisable instruments, disclosed as passive.
The filing shows a material economic position: 4,773,579 shares equal to 9.99% beneficial ownership when accounting for warrants and the purchase agreement limits. The Fund currently owns 931,900 shares and may acquire up to approximately 1,327,018 additional shares via warrants, subject to ownership caps. This structure creates potential dilution and future share acquisition optionality, but the statement certifies passive intent, which limits immediate governance implications. Monitor any changes to the ownership limitation provisions that would allow further accumulation.
TL;DR Substantial disclosed stake is structured with contractual caps and is presented as non-control, reducing immediate governance risk.
The Schedule 13G classifies the position as passive despite being near a 10% threshold because acquisitions are constrained by a Warrant Ownership Limitation and a Purchase Agreement Ownership Limitation currently tied to 4.99% but convertible to 9.99% by notice or agreement. Voting and dispositive power are reported as shared rather than sole, and the Reporting Persons explicitly disclaim control beyond pecuniary interest. From a governance perspective, the filing flags potential future accumulation risk but does not evidence active control or a change in board influence at this time.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Femasys, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
31447E105
(CUSIP Number)
09/04/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
31447E105
1
Names of Reporting Persons
Alumni Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,773,579.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,773,579.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,773,579.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
31447E105
1
Names of Reporting Persons
Alumni Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,773,579.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,773,579.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,773,579.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
31447E105
1
Names of Reporting Persons
Ashkan Mapar
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,773,579.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,773,579.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,773,579.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Femasys, Inc.
(b)
Address of issuer's principal executive offices:
3950 Johns Creek Court, Suite 100 Suwanee, GA 30024
Item 2.
(a)
Name of person filing:
This statement is filed by Alumni Capital LP (the "Fund"), Alumni Capital GP LLC (the "General Partner"), and Ashkan Mapar (the "Controlling Person"). The foregoing are collectively referred to herein as the "Reporting Persons".
The Fund holds, has the right to acquire, or has the obligation to acquire, securities of the Issuer. The General Partner serves as the general partner of the Fund. The Controlling person is the control person of the General Partner.
(b)
Address or principal business office or, if none, residence:
The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is 601 Brickell Key Dr., Suite 700, Miami, FL 33131.
(c)
Citizenship:
Alumni Capital LP is a Delaware limited partnership. Alumni Capital GP LLC is a Delaware limited liability company. Ashkan Mapar is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
31447E105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Alumni Capital LP - 4,773,579*
Alumni Capital GP LLC - 4,773,579*
Ashkan Mapar - 4,773,579*
*The shares of common stock (the "Shares") of Femasys, Inc. (the "Issuer") reported herein represent Shares that may be acquired by Alumni Capital LP (the "Fund") pursuant to (i) a Purchase Agreement dated June 30, 2025, between the Issuer and the Fund (the "Purchase Agreement"), (ii) a warrant to purchase common stock dated August 27, 2025 of the Issuer held by the Fund (the "Common Warrant"), and (iii) a pre-funded warrant to purchase common stock dated August 27, 2025 of the Issuer held by the Fund (the "Pre-Funded Warrant").
Under the Common Warrants and Pre-Funded Warrants, the Fund may acquire Shares (or securities convertible into or exercisable for Shares) in accordance with the respective terms and subject to the respective conditions and limitations contained therein. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Common Warrants and Pre-Funded Warrants, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Warrant Ownership Limitation"). The Fund may increase the Warrant Ownership Limitation up to 9.99% (a) upon sixty-one (61) days prior written notice to the Issuer, or (b) upon written agreement of the Fund and the Issuer.
Furthermore, under the Purchase Agreement, at the Issuer's sole discretion, the Fund may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Purchase Agreement Ownership Limitation"). The Fund may increase the Purchase Agreement Ownership Limitation up to 9.99% (a) upon written notice to the Issuer, or (b) upon written agreement of the Fund and the Issuer.
As such, the percent of class reported herein is giving effect to the Warrant Ownership Limitation and the Purchase Agreement Ownership Limitation as if either was increased to 9.99%, and it is based upon the Issuer's representation to the Fund on August 27, 2025 that there were 43,009,993 Shares outstanding as of August 27, 2025 plus the approximate total number of Shares that the Reporting Persons may acquire at the direction of the Issuer and/or upon exercise of all Common Warrants and Pre-Funded Warrants (subject to the Warrant Ownership Limitation or the Purchase Agreement Ownership Limitation as if either was increased to 9.99%) in accordance with Rule 13d-3(d)(1)(i) under the Act.
For the sake of clarity, the Fund owns 931,900 Shares as of the date of the filing, has the right to acquire 1,327,018 Shares upon exercise of outstanding Common Warrants and Pre-Funded Warrants as of the date of the filing (based on the Warrant Ownership Limitation and Purchase Agreement Ownership Limitation), and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement, the Common Warrants, and the Pre-Funded Warrants. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
(b)
Percent of class:
9.99 % (3)
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0
(ii) Shared power to vote or to direct the vote:
Alumni Capital LP - 4,773,579*
Alumni Capital GP LLC - 4,773,579*
Ashkan Mapar - 4,773,579*
(iii) Sole power to dispose or to direct the disposition of:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0
(iv) Shared power to dispose or to direct the disposition of:
Alumni Capital LP - 4,773,579*
Alumni Capital GP LLC - 4,773,579*
Ashkan Mapar - 4,773,579*
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Alumni Capital LP
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar/Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
How many Femasys (FEMY) shares do Alumni Capital and affiliates beneficially own?
They report beneficial ownership of 4,773,579 shares, equal to 9.99% of the class on the basis described in the filing.
How much of the stake is actually owned versus exercisable?
The Fund currently owns 931,900 shares and has rights to acquire approximately 1,327,018 additional shares via outstanding Common Warrants and Pre-Funded Warrants.
Are there limits on how many shares the Fund can acquire?
Yes. Both the Common Warrant/Pre-Funded Warrant and the Purchase Agreement include an ownership limitation of 4.99% by default, which may be increased to 9.99% by notice or agreement.
Does the filing indicate Alumni Capital intends to control Femasys?
No. The filing includes a certification stating the securities were not acquired to change or influence control and the Reporting Persons disclaim control except to the extent of any pecuniary interest.
What voting and disposition powers are reported?
The Reporting Persons report 0 sole voting power and 4,773,579 shared voting power, and similarly 0 sole dispositive power with 4,773,579 shared dispositive power.
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