SEC Form 4 · accession 0001140361-26-032320
FEMASYS INC · FEMY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Charles Canning
Officer — Chief Operating Officer
Period of report
Aug 7, 2026
Accepted (ET)
Aug 11, 2026 · 8:40 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001339005
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 7, 2026 | P | 4,375 | $3.20 | A | 4,375 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase WarrantF4,F2,F3 | $2.95 | Aug 7, 2026 | A | 4,375 | A | Aug 10, 2026 | Aug 10, 2029 | Common stock, par value $0.001 per share | 4,375 | 4,375 | D |
| Common Stock Purchase Warrant (Milestone)F4,F2,F5,F3 | $2.95 | Aug 7, 2026 | A | 4,375 | A | Aug 10, 2027 | — | Common stock, par value $0.001 per share | 4,375 | 4,375 | D |
Explanation of responses
- F1The purchase price paid by the reporting person for the Shares was $3.20 per share pursuant to the Securities Purchase Agreement, dated as of August 7, 2026, by and among Femasys Inc. and the purchasers party thereto.
- F2Holder may, at its option, exercise the Common Warrant, subject to the terms and conditions thereof, at an exercise price of $2.95 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Common Warrant and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
- F3The Holder's ability to exercise the subject Warrant for shares of Common Stock is subject to certain limitations, in accordance with rules of the Nasdaq Capital Market.
- F4The reported securities were purchased by the reporting person for an aggregate amount of $14,000.
- F5The Common Warrant (Milestone) is exercisable only from and after the Milestone Date, being the first date on or after August 10, 2027 on which both (i) the Company has achieved U.S. revenue of $1,500,000 for any fiscal quarter, as reported in a Form 10-Q or Form 10-K, and (ii) the volume-weighted average price of the Common Stock has satisfied certain price conditions specified in the warrant. The warrant expires on the earlier of (i) three years after the effective date of a registration statement registering the resale of the Warrant Shares and (ii) 45 days after the Company delivers notice that the Milestone Date has occurred. As of the date of this report, neither the Milestone Date nor the expiration date is determinable.