{"url_path":"/sec/femy/8-k/2026-06-05/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1339005/0001140361-26-024265-index.html","accession_number":"0001140361-26-024265","cik":"0001339005","ticker":"FEMY","issuer_name":"FEMASYS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1339005/0001140361-26-024265-index.html","primary_entity_key":"0001339005","primary_entity_name":"FEMASYS INC"},"word_count":420,"has_tables":true,"body_markdown":"Item 3.03\n\nMaterial Modification to Rights of Security Holders.\n\nOn June 5, 2026, Femasys Inc. (the “Company”) filed a Certificate of Amendment to the Eleventh Amended and Restated Certificate of Incorporation of the\nCompany (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of its outstanding common stock. The Amendment became effective at 8:40\na.m. Eastern Time on June 5, 2026 (the “Effective Time”). The Amendment was authorized by the stockholders of the Company at the Company’s special meeting of stockholders on April 29, 2026.\n\nThe Amendment provides that, at the Effective Time, every 20 shares of the Company’s issued and outstanding common stock were automatically combined into\none issued and outstanding share of common stock, without any change in par value per share. The reverse split affected all shares of the Company’s common stock outstanding immediately prior to the Effective Time. As a result of the reverse stock\nsplit, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock units (“RSUs”) and warrants issued by the Company and outstanding\nimmediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, RSUs and warrants, and, in the case\nof stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the\nEffective Time has been reduced proportionately.\n\nNo fractional shares will be issued as a result of the reverse stock split. Instead, fractional shares will be rounded up to the next whole share at the\nDepository Trust Company (DTC) participant level. The reverse stock split affects all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (other than the nominal effect of the\ntreatment of fractional shares).\n\nThe Company’s common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on June 8, 2026. The new CUSIP\nnumber for the Company’s common stock following the reverse stock split is 31447E 204.\n\nThe foregoing description is qualified in its entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is\nincorporated herein by reference."}