Femasys Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Femasys Inc. filed an 8-K on 8/27/25 detailing a material agreement, equity sales, and financial exhibits from 8/25/25.

AI Summary

On August 25, 2025, Femasys Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on August 27, 2025.

Why It Matters

This 8-K filing indicates significant corporate actions by Femasys Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-40492 — SEC File Number (Identifies Femasys Inc.'s filing with the SEC.)
• 11-3713499 — EIN (Employer Identification Number for Femasys Inc.)

Key Players & Entities

• Femasys Inc. (company) — Registrant
• August 25, 2025 (date) — Date of earliest event reported
• August 27, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Suwanee, GA (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share FEMY Nasdaq Capital Marke
• $0 — ith the accompanying Common Warrant, is $0.36, except with respect to 87,363 share
• $0.5151 — ers, which are being sold at a price of $0.5151 per share of Common Stock and accompany
• $0.0001 — rice of each Pre-Funded Warrant will be $0.0001 per share. The Pre-Funded Warrants will
• $8.0 m — ny from the Offering are expected to be $8.0 million, before deducting the underwritin
• $0.45 — of Common Stock at an exercise price of $0.45 (the " Underwriter Warrants "). The Und

Filing Documents

• ny20053452x9_8k.htm (8-K) — 39KB
• ny20053452x9_ex1-1.htm (EX-1.1) — 221KB
• ny20053452x9_ex4-1.htm (EX-4.1) — 103KB
• ny20053452x9_ex4-2.htm (EX-4.2) — 115KB
• ny20053452x9_ex4-3.htm (EX-4.3) — 119KB
• 0001140361-25-032806.txt ( ) — 864KB
• femy-20250825.xsd (EX-101.SCH) — 4KB
• femy-20250825_lab.xml (EX-101.LAB) — 22KB
• femy-20250825_pre.xml (EX-101.PRE) — 16KB
• ny20053452x9_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On August 25, 2025, Femasys Inc. (the " Company ") entered into an underwriting agreement (the " Underwriting Agreement ") with JonesTrading Institutional Services LLC and Laidlaw & Company (UK) Ltd. (the " Underwriters "), relating to an underwritten public offering (the " Offering ") of 10,434,586 shares of the Company's common stock, par value $0.001 per share (" Common Stock "), and pre-funded warrants (the " Pre-Funded Warrants ") to purchase 11,750,000 shares of Common Stock, together with accompanying common warrants (the " Common Warrants ") to purchase 22,184,586 shares of Common Stock. The combined public offering price for each share of Common Stock, together with the accompanying Common Warrant, is $0.36, except with respect to 87,363 shares of Common Stock and accompanying Common Warrants sold to certain of the Company's officers, which are being sold at a price of $0.5151 per share of Common Stock and accompanying Common Warrant. The purchase price of each Pre-Funded Warrant and accompanying Common Warrant will be $0.3599, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each Common Warrant will be immediately exercisable, will expire five years from the date of issuance and will have an exercise price of $0.36, except for the Common Warrants sold to certain of the Company's officers, which will have an exercise price of $0.5151. The gross proceeds to the Company from the Offering are expected to be $8.0 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. All of the shares of Common Stock in the Offering are being sold by the Company. The closing of the Offering is expected to occur on August 27, 2025, subject to customary closing conditions. The C

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Forward-Looking Statements

Forward-Looking Statements the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the Company's expectations with respect to the closing of the Offering, the gross proceeds the Company expects to receive from the Offering, and all other statements that are not statements of historical facts. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as "may," "will," "should," "expect," "plan," "anticipate," "could," "pending," "intend," "believe," "suggests," "potential," "hope," or "continue" or the negative of these terms or other similar expressions are intended to identify forward-looking anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering. Additional factors that could cause actual results to differ materially from those stated or implied by our forward-looking statements are disclosed in the Company's filings with the Securities and Exchange Commission, including in the section captioned "Risk Factors" in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2024 and subsequent filings with the SEC. All forward-looking statements contained in this report speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated August 25, 2025, by and between Femasys Inc. and JonesTrading Institutional Services LLC and Laidlaw & Company (UK) Ltd., as representatives of the several underwriters 4.1 Form of Underwriter Warrant 4.2 Form of Pre-Funded Warrant 4.3 Form of Common Warrant 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 26, 2025 Femasys Inc. By: /s/ Kathy Lee-Sepsick Name: Kathy Lee-Sepsick Title: Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR