{"url_path":"/sec/femy/8-k/2026-08-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1339005/0001140361-26-032247-index.html","accession_number":"0001140361-26-032247","cik":"0001339005","ticker":"FEMY","issuer_name":"FEMASYS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1339005/0001140361-26-032247-index.html","primary_entity_key":"0001339005","primary_entity_name":"FEMASYS INC"},"word_count":1054,"has_tables":true,"body_markdown":"Item 1.01.\n\nEntry into a Material Definitive Agreement.\n\nPrivate Placement\n\nOn August 7, 2026, Femasys Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the\n“Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “Private Placement”) an aggregate of (i) 5,013,559 shares of the Company’s common stock, par value $0.001 per share (the “Common\nStock”), (ii) pre-funded warrants to purchase up to 4,361,440 shares of Common Stock (the “Pre-Funded Warrants”), and (iii) accompanying warrants to purchase an aggregate of 18,749,998 shares of Common Stock. For each share of Common Stock or\nPre-Funded Warrant purchased, each Purchaser received two accompanying warrants, each with a term of three years: (i) a warrant to purchase an aggregate of 9,374,999 shares of Common Stock (the “Common Warrants”) and (ii) a milestone warrant to\npurchase an aggregate of 9,374,999 shares of Common Stock (the “Milestone Warrants” and, together with the Pre-Funded Warrants and the Common Warrants, the “Warrants”). The Common Stock, the Warrants and the shares of Common Stock issuable upon\nexercise of the Warrants, are referred to collectively as the “Securities.” The purchase price per share of Common Stock is $3.20, and the purchase price per Pre-Funded Warrant is $3.1999 (equal to the per share purchase price minus the $0.0001\nexercise price of the Pre-Funded Warrant). Each Pre-Funded Warrant is exercisable for $0.0001 per share and will not expire, other than upon exercise in full.\n\nThe Common Warrants and the Milestone Warrants are each exercisable at $2.95 per share. The Common Warrants are exercisable immediately and expire three years after\nissuance. The Milestone Warrants become exercisable only upon the Company’s achievement of both (i) U.S. revenue of at least $1,500,000 in any fiscal quarter and (ii) a volume-weighted average price of the Common Stock equal to or greater than 130%\nof the exercise price for at least 20 of the 30 consecutive trading days ending on the date of determination, and expire on the earlier of (a) three years after the effective date of the registration statement covering the Warrant Shares and (b) 45\ndays after the Company notifies holders that these milestones have been satisfied. The Warrants include customary anti-dilution adjustments. There is no established public trading market for the Warrants, and the Company does not intend to list them\non any national securities exchange.\n\nNo Warrant may be exercised to the extent the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the holder’s election, 9.99%) of\nthe Company’s outstanding Common Stock immediately following such exercise, provided that a holder may increase or decrease this limitation, up to a maximum of 9.99%, upon 61 days’ prior notice to the Company.\n\nThe closing of the Private Placement (the “Closing”) occurred on August 10, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions. The\nCompany expects to receive aggregate gross proceeds from the Private Placement of approximately $30.0 million, before deducting estimated offering expenses. Five Company insiders\nparticipated in the Private Placement on the same terms as other Purchasers. The Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology Officer and Chief Clinical and Medical Affairs Officer purchased\nSecurities for an aggregate purchase price of approximately $134,000, on terms identical to those applicable to all other Purchasers.\n\nThe Purchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar\ntransactions. In connection with the Private Placement, the Company and Nantahala Capital Management, LLC (the “Lead Investor”) entered into a side letter agreement (the “Side Letter”), pursuant to which the Company agreed to appoint up to two individuals designated by the Lead Investor (each, a “Designee”) to serve on the Board of Directors of the Company (the “Board”). The Lead Investor’s right to designate Designees is subject to certain minimum ownership thresholds of the Company’s outstanding Common Stock (the “Minimum Ownership Threshold”). For so long as the Lead Investor meets the Minimum\nOwnership Threshold, the Lead Investor also has the right to designate one non-voting Board observer during any period when the full number of Designees to which it is then entitled is not serving. All Board representation rights under the Side\nLetter terminate on the tenth anniversary of the date of the Purchase Agreement.\n\n1\n\nRegistration Rights Agreement\n\nThe Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company and the Purchasers entered into a Registration\nRights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of 100% of\nthe shares of Common Stock issued and issuable upon exercise of the Pre-Funded Warrants, Common Warrants and Milestone Warrants, as soon as practicable but in no event later than 30 days following the Closing Date, and to use commercially reasonable\nefforts to have such Registration Statement declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement).\n\nThe foregoing descriptions of the Pre-Funded Warrant, Common Warrant, Milestone Warrant, Purchase Agreement, Registration Rights Agreement and Side Letter do not purport\nto be complete and are qualified in their entirety by reference to the full text of such documents, forms of which are filed as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by\nreference.\n\nConvertible Note Purchase Agreement\n\nAs previously reported, on November 3, 2025, the Company entered into a securities purchase agreement (the “Convertible Note Purchase Agreement”) with Pointillist Global\nMacro Series of Pointillist Partners LLC (the “Lead Lender”) and other accredited investors. On August 5, 2026, the Lead Lender notified the Company of the termination of the right to nominate one individual to serve on the Board. Additionally, on\nAugust 6, 2026, the Lead Investor notified the Company of the termination of the right to designate one individual as a non-voting observer on the Board. Other than foregoing, all other terms and conditions of the Convertible Note Purchase Agreement\nremain in full force and effect and are unchanged.\n\nReference is hereby made to the Company’s Current Report on Form 8-K filed on November 7, 2025 for a complete description of the Convertible Note Purchase Agreement."}