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8-K2026-04-29· glm-5

FEMY · Femasys Inc.

0001140361-26-017805

SEC filing

Summary

Femasys Inc. stockholders approved a reverse stock split amendment and a proposal for issuing shares below the Nasdaq Minimum Price at a Special Meeting held on April 29, 2026.

Key takeaways

Full analysis

At the Special Meeting of Stockholders held on April 29, 2026, Femasys Inc. secured approval for two critical proposals. Proposal One authorizes the Board of Directors to effect a reverse stock split of the common stock at a ratio ranging from 1-for-2 to 1-for-25. This action provides the company with flexibility to adjust its share price, likely to meet listing standards or attract a broader investor base, with the discretion to determine the exact ratio prior to May 1, 2027. The proposal passed with 18,914,440 votes in favor and 5,187,820 against.

Proposal Two, known as the Issuance Proposal, received approval for the issuance of shares of common stock upon conversion of senior secured convertible notes and the exercise of specific warrants (November Warrants and Series D-1 Warrants). This approval specifically permits issuances in excess of 19.99% of outstanding shares where anti-dilution or price adjustment provisions result in an effective conversion or exercise price below the Nasdaq Minimum Price, complying with Nasdaq Listing Rules 5635(c) and 5635(d). The vote stood at 7,483,951 for, 1,693,085 against, and 14,925,225 abstentions. Because sufficient votes were obtained for both primary proposals, the Adjournment Proposal was not presented to the shareholders. The meeting represented approximately 39.91% of the total outstanding shares eligible to be voted.