UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period

from to

Commission file number: 001-40492

Femasys Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		11-3713499
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3950 Johns Creek Court, Suite 100 Suwanee, GA 30024		(770) 500-3910
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001		FEMY		NASDAQ Capital Market

Securities Registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2023 was $6,826,165.

As of As of April 25, 2024, there were 22,220,718 shares of the registrant’s $0.001 par value common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Auditor Firm PCAOB ID: 185

Auditor Name: KPMG LLP

Auditor Location: Atlanta, Georgia

EXPLANATORY NOTE

Femasys Inc. (the “Company,” “Femasys,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024 (the “Original 10-K”), to (i) include the information required by Items 10 through 14 of Part III of Form 10-K and (ii) amend Item 15 of Part IV of the Original 10-K to update the exhibit list. The information required by Items 10 through 14 of Part III of Form 10-K was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing such information may not be filed by Femasys within 120 days after the end of the fiscal year covered by the Form 10-K.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of the Original 10-K are hereby amended and restated in their entirety. Additionally, in accordance with Rules 12b-15 and 13a-14 under the Exchange Act, we have amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Since no new financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, since no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

Except for the changes to Part III and Item 15 of Part IV, including the filing of related certifications added to the exhibit list in Part IV, this Amendment makes no changes to the Original 10-K. This Amendment does not reflect events occurring after the filing of the Original 10-K or modify disclosures affected by subsequent events. Terms used but not otherwise defined in this Amendment have such meaning as ascribed to them in the Original 10-K.

FEMASYS INC.

FORM 10-K/A

TABLE OF CONTENTS

PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	1
Item 11.	Executive Compensation	7
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	10
Item 13.	Certain Relationships and Related Transactions, and Director Independence	12
Item 14.	Principal Accounting Fees and Services	14
PART IV
Item 15.	Exhibits, Financial Statement Schedules	14
	Signatures	16

Name	Age	Position	Director Since
Class I Directors:

Alistair Milnes^(1)(2)(6)	50	Director	June 2023

Edward Uzialko, Jr.⁽¹⁾⁽²⁾	73	Director	August 2005

Class II Directors:

Charles Larsen^(3)(4)(5)(7)	72	Chairperson	October 2015

Joshua Silverman⁽³⁾	54	Director	November 2023

Class III Directors:

Kathy Lee-Sepsick	56	Founder, President, Chief Executive Officer and Director	February 2004

Name	Fees Earned or Paid in Cash ($)		Awards⁽¹⁾ ($)		All Other Compensation ($)		Total ($)
John Adams, Jr.⁽²⁾		20,968		—		—		20,968
John Dyett⁽²⁾		30,636		—		—		30,636
Keith Kendall⁽³⁾⁽⁴⁾		26,199		9,075		—		35,274
Charles Larsen		108,928		3,938		—		112,866
Alistair Milnes⁽³⁾		31,444		9,075		—		40,519
Anne Morrissey⁽⁴⁾		42,603		3,938		—		46,541
Wendy Perrow⁽⁴⁾		39,356		3,938		—		43,294
Joshua Silverman⁽⁵⁾		5,000		12,958		—		17,958
Edward Uzialko		41,967		3,938		—		45,905

	Annual Retainer
Board of Directors:
Members	$	40,000
Additional retainer for non-executive chair, if any	$	35,000
Audit Committee:
Members (other than chair)	$	9,000
Retainer for chair	$	20,000
Compensation Committee:
Members (other than chair)	$	6,000
Retainer for chair	$	15,000
Nominating and Corporate Governance Committee:
Members (other than chair)	$	5,000
Retainer for chair	$	10,000

Name and Principal Position	Year	Salary ($)		Bonus ($)		Awards⁽¹⁾ ($)		All other compensation⁽²⁾ ($)		Total ($)
Kathy Lee-Sepsick	2023		500,000		270,000		214,751		34,674		1,019,425
President and Chief Executive Officer	2022		423,296		—		205,403		30,280		658,979

Daniel Currie	2023		389,000		124,480		82,265		34,674		630,419
Chief Operating Officer	2022		322,373		—		153,133		30,280		505,686

Dov Elefant⁽³⁾	2023		420,000		151,200		121,084		23,940		716,224
Chief Financial Officer	2022		335,185		—		245,855		20,535		601,575

Name	Grant Date	Vesting Commencement Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date
Kathy Lee-Sepsick	03/18/2016	—	⁽¹⁾		55,556		—		111,111		1.71	03/18/2026
	06/30/2017	06/01/2017	⁽²⁾		166,668		—		—		3.24	06/30/2027
	12/13/2019	11/01/2019	⁽²⁾		5,556		—		—		6.12	12/13/2029
	01/26/2022	09/22/2023	⁽³⁾		100,000		—		—		13.00	01/26/2032
	07/03/2023	07/03/2023	⁽²⁾		0		270,400		—		0.49	07/03/2033
	07/03/2023	07/03/2023	⁽⁴⁾		271,900		—		—		0.49	07/03/2033

Daniel Currie	03/18/2016	09/11/2015	⁽²⁾		5,556		—		—		1.71	03/18/2026
	06/30/2017	06/01/2017	⁽²⁾		27,778		—		—		3.24	06/30/2027
	12/13/2019	11/01/2019	⁽²⁾		5,556		—		—		6.12	12/13/2029
	01/25/2022	01/25/2022	⁽²⁾		5,000		15,000		—		3.03	01/25/2032
	01/25/2022		⁽⁵⁾		—	___			40,000		3.03	01/25/2032
	07/03/2023	07/03/2023	⁽²⁾		0		84,600		—		0.49	07/03/2033
	07/03/2023	07/03/2023	⁽⁴⁾		124,800		—		—		0.49	07/03/2033

Dov Elefant
Dov Elefant	02/28/2022	02/28/2022	⁽²⁾		25,000		75,000		—		2.97	02/28/2032
	07/03/2023	07/03/2023	⁽²⁾		0		105,200		—		0.49	07/03/2033
	07/03/2023	07/03/2023	⁽⁴⁾		204,700		—		—		0.49	07/03/2033

	Number of Shares Beneficially Owned (#)		Percentage of Shares Beneficially Owned (%)
Name and Address of Beneficial Owner 5% Stockholders: PharmaCyte Biotech, Inc^.(1)		5,551,707		19.99	%
Named executive officers and directors:
Kathy Lee-Sepsick⁽²⁾		949,681		4.16	%
Daniel Currie⁽³⁾		263,322		1.18	%
Dov Elefant⁽⁴⁾		254,700		1.13	%
Charles Larsen⁽⁵⁾		48,476		*
Alistair Milnes		5,667		*
Joshua Silverman		—		*
Edward Uzialko, Jr.⁽⁶⁾		1,234,406		5.55	%
All executive officers and directors as a group (10 individuals)		2,768,752		11.88	%

	(a)		(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding securities		Weighted- average exercise price of outstanding securities ($)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plans approved by stockholders 2021 Plan⁽¹⁾		1,547,042		1.63		1,016,501
Equity compensation plans not approved by stockholders 2015 Plan		554,988		3.03		n/a
Inducement Awards		150,000		2.42		n/a
Total		2,252,030				1,016,501

	Year Ended December 31,
	2023		2022
Audit fees⁽¹⁾	$	479,012	$	411,266
Tax fees⁽²⁾		48,300		34,600
Total fees	$	527,312	$	445,866

Exhibit Number	Description of Document	Schedule/Form	Exhibit	Filing Date

3.1	Eleventh Amended and Restated Certificate of Incorporation of Femasys Inc.	Form 8-K	3.1	June 22, 2021
3.2	Amended and Restated Bylaws of Femasys Inc.	Form 8-K	3.2	June 22, 2021
3.3	First Amendment to the Amended and Restated Bylaws of Femasys Inc.	Form 8-K	3.1	March 30, 2023
4.1	Description of the Registrant’s Securities	Form 10-K	4.1	March 24, 2022
4.2	Form of Certificate of Common Stock	Form S-1	4.1	May 14, 2021
4.3	Form of indenture	Form S-3	4.3	July 1, 2022
4.4	Form of Pre-Funded Warrant	Form 8-K	4.1	April 20, 2023
4.5	Form of Common Stock Warrant	Form 8-K	4.2	April 20, 2023
4.6	Form of Placement Agent Warrant	Form 8-K	4.3	April 20, 2023
4.7	Form of Series A Warrant	Form 8-K	4.1	November 15, 2023
4.8	Form of Series B Warrant	Form 8-K	4.2	November 15, 2023
10.1	Femasys Inc. 2021 Equity Incentive Plan, and forms of agreements thereunder	Form S-1	10.3	May 14, 2021
10.2	Femasys Inc. 2021 Employee Stock Purchase Plan	Form S-1	10.4	May 14, 2021
10.3	Amended and Restated Employment Agreement, by and between Femasys Inc. and Kathy Lee-Sepsick	Form S-1/A	10.6	June 14, 2021

32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Form 10-K	32.1	March 28, 2024
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Form 10-K	32.2	March 28, 2024
97.1	Clawback Policy	Form 10-K	97.1	March 28, 2024
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as inline XRBL and contained in Exhibit 101)

	FEMASYS INC.

Dated: April 26, 2024	By: /s/ Kathy Lee-Sepsick
	Kathy Lee-Sepsick

Signature	Title	Date

By: /s/ Kathy Lee-Sepsick		April 26, 2024
Kathy Lee-Sepsick	President, Chief Executive Officer and Director (principal executive officer)

By: /s/ Dov Elefant		April 26, 2024
Dov Elefant	Chief Financial Officer (principal financial and accounting officer)

By: /s/ Charles Larsen		April 26, 2024
Charles Larsen	Chair of the Board of Directors

By: /s/ Alistair Milnes		April 26, 2024
Alistair Milnes	Director

By: /s/ Joshua Silverman		April 26, 2024
Joshua Silverman	Director

By: /s/ Edward Uzialko, Jr.		April 26, 2024
Edward Uzialko, Jr.	Director

SEC Form 10-K/A filed by Femasys Inc. (Amendment)