S-8 1 ef20068660_s8.htm S-8

As filed with the Securities and Exchange Commission on March 31, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Femasys Inc.

(Exact name of registrant as specified in its charter)

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

3950 Johns Creek Court, Suite 100

Suwanee, Georgia 30024

(Address of principal executive offices) (Zip Code)

FEMASYS INC. 2021 EQUITY INCENTIVE PLAN

FEMASYS INC. EMPLOYEE STOCK PURCHASE PLAN

(Full title of the Plans)

Kathy Lee-Sepsick

President and Chief Executive Officer

3950 Johns Creek Court, Suite 100

Suwanee, Georgia 30024

(770) 500-3910

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

David S. Rosenthal, Esq.

Anna Tomczyk, Esq.

Dechert LLP

1095 Avenue of Americas

New York, New York 10036

(212) 698-3616

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 definition 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 7(a)(2)(B) of the Securities Act. ☒

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 5,384,100 additional shares of common stock under the Femasys Inc. 2021 Equity Incentive Plan (the “2021 Plan”), consisting of (a) 2,384,100 shares of common stock added on January 1, 2026 pursuant to the provision of the 2021 Plan providing for an annual automatic increase in the number of shares reserved for issuance and (b) 3,000,000 shares of common stock that were approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders held on June 25, 2025 to increase the number of shares authorized for issuance under the 2021 Plan, and (ii) 596,025 additional shares of common stock under the Femasys Inc. Employee Stock Purchase Plan (the “ESPP”) that were added on January 1, 2026 pursuant to the provision of the ESPP providing for an annual automatic increase in the number of shares reserved for issuance. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on June 22, 2021 (Registration No. 333-257284), March 24, 2022 (Registration No. 333-263833), April 5, 2023 (Registration No. 333-271139), April 5, 2024 (Registration No. 333-278541) and March 27, 2025 (Registration No. 333-286155).

Item 8.

Exhibits.

EXHIBIT INDEX

Exhibit Number		Exhibit Description

5.1*		Opinion of Dechert LLP.

23.1*		Consent of Dechert LLP (included in Exhibit 5.1).

23.2*		Consent of KPMG LLP.

24.1*		Power of Attorney (included on signature page).

99.1		Femasys Inc. 2021 Equity Incentive Plan, and forms of agreements thereunder (Incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1 (File No. 333-256156) filed May 14, 2021).

99.2		Femasys Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1 (File No. 333-256156) filed May 14, 2021).

107*		Filing Fee Table

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Suwanee, State of Georgia on March 31, 2026.

FEMASYS INC.

By:	/s/ Kathy Lee-Sepsick
	Kathy Lee-Sepsick
	Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kathy Lee-Sepsick and Dov Elefant, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any Registration Statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held and on the dates indicated.

Signature	Title	Date

/s/ Kathy Lee-Sepsick	President, Chief Executive Officer and Director (principal executive officer)	March 31, 2026
Kathy Lee-Sepsick

/s/ Dov Elefant	Chief Financial Officer (principal financial and accounting officer)	March 31, 2026
Dov Elefant

/s/ Charles Larsen	Chair of the Board of Directors	March 31, 2026
Charles Larsen

/s/ Alistair Milnes	Director	March 31, 2026
Alistair Milnes

/s/ Kenneth D. Eichenbaum	Director	March 31, 2026
Kenneth D. Eichenbaum

/s/ Edward Uzialko, Jr.	Director	March 31, 2026
Edward Uzialko, Jr.

SEC Form S-8 filed by Femasys Inc.