FEMASYS INC 8-K

What Happened

• Femasys Inc. (FEMY) filed an 8‑K reporting results of a Special Meeting of Stockholders held April 29, 2026. Holders of 24,102,261 shares (≈39.91% of outstanding) were present in person, virtually or by proxy.
• Stockholders approved: (1) an amendment to the Certificate of Incorporation authorizing the board to effect a reverse stock split of common stock at a ratio between 1‑for‑2 and 1‑for‑25, to be implemented (if at all) by the board at any time before May 1, 2027; and (2) an issuance proposal under Nasdaq Rules 5635(c)/(d) allowing issuance of shares upon conversion/exercise of certain convertible notes and warrants even if resulting issuances would exceed the 19.99% limit due to anti‑dilution or price‑adjustment provisions.

Key Details

• Special Meeting date: April 29, 2026; shares represented: 24,102,261 (~39.91%).
• Reverse split vote: For 18,914,440; Against 5,187,820; Abstentions 1; broker non‑votes not applicable.
• Issuance (Nasdaq waiver) vote: For 7,483,951; Against 1,693,085; Broker non‑votes 14,925,225.
• The issuance approval covers shares issuable on conversion of senior secured convertible notes and exercise of various warrants issued under the company’s November 3, 2025 Securities Purchase Agreement and an Omnibus Amendment and Consent Agreement dated March 19, 2026, including potential issuances to participating directors and officers.

Why It Matters

• The reverse split authorization gives the board a tool to consolidate shares (between 1‑for‑2 and 1‑for‑25) that can raise the company’s per‑share price—commonly used to address low‑price concerns and help maintain Nasdaq listing standards. The board may choose whether and when to implement it before May 1, 2027.
• The shareholder approval under Nasdaq rules allows the company to issue shares in connection with convertible notes and warrants even if anti‑dilution adjustments would push those issuances above the usual 19.99% shareholder approval threshold. That reduces a potential procedural barrier to conversions/exercises but may increase share count and dilution for existing holders.