FEMASYS INC 8-K

What Happened

• Femasys Inc. announced an Omnibus Amendment and Consent Agreement dated March 19, 2026 that amends certain Senior Secured Convertible Notes and related Series A‑1/B‑1/C‑1 warrants issued under the November 3, 2025 Securities Purchase Agreement. The amendment removes the "Share Combination Event Adjustment" in the Notes and Warrants effective December 31, 2025. As consideration for the amendment, each consenting lender will receive a Series D‑1 Warrant exercisable to acquire the same number of common shares as that lender’s Series A‑1 Warrant; the exercise price of each Series D‑1 Warrant is $0.58.
• The 8‑K also reports a board change: director Joshua Silverman resigned effective March 17, 2026 (the company notes his resignation was not due to any disagreement with the company), and on March 18, 2026 the board appointed Kenneth D. Eichenbaum, M.D., M.S.E. as a director. Dr. Eichenbaum was nominated under the Lead Lender’s board nomination right and is designated an independent Class II director, with a term expiring at the 2026 annual meeting.

Key Details

• Amendment effective date for removing the Share Combination Event Adjustment: December 31, 2025; Amendment Agreement executed March 19, 2026.
• New securities: Series D‑1 Warrants granted to consenting lenders; exercise price = $0.58; number of shares per Series D‑1 Warrant = number of shares underlying that lender’s Series A‑1 Warrant.
• Governance change: Joshua Silverman resigned March 17, 2026; Kenneth D. Eichenbaum appointed March 18, 2026, will serve on the Nominating & Corporate Governance Committee and is deemed independent.
• The filing also notes unregistered sales of equity securities in connection with these transactions (Item 3.02).

Why It Matters

• For investors, the amendment and issuance of Series D‑1 Warrants can affect the company’s capital structure and potential dilution if warrants are exercised. The $0.58 exercise price and the one‑for‑one relationship to Series A‑1 underlying shares are concrete terms to monitor.
• Removing the Share Combination Event Adjustment changes how conversions/adjustments are handled after certain corporate actions (effective Dec 31, 2025), which may simplify conversion math but could also alter holders’ protections—investors should review the amendment text (filed as Exhibit 10.1) for specifics.
• The board appointment reflects the Lead Lender’s contractual governance right; having an independent director added may help satisfy Nasdaq independence standards and affect board oversight going forward.