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FEMY Form 4: $50K convertible notes and A-1/B-1/C-1 warrants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Femasys Inc. (FEMY) disclosed that its Chief Executive Officer and director filed a Form 4 reporting the purchase of derivative securities on 11/07/2025 for an aggregate amount of $50,000.

The reporting person acquired Senior Secured Convertible Notes due 2035, initially convertible at $0.73 per share into up to 68,244 shares of common stock, with the conversion rate subject to standard anti-dilution adjustments and limitations under Nasdaq Capital Market rules. The filing also reports Series A-1, B-1 and C-1 Warrants, each initially exercisable from 11/07/2025 until 11/07/2035 for 68,244 shares of common stock per series, at exercise prices of $0.81, $0.92 and $1.10 per share, respectively, also subject to adjustment and Nasdaq-related limitations.

Positive

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Negative

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Insider Lee-Sepsick Kathy
Role Chief Executive Officer
Type Security Shares Price Value
I Senior Secured Convertible Notes 0 $0.00 --
I Series A-1 Warrants 68,244 $0.00 --
I Series B-1 Warrants 68,244 $0.00 --
I Series C-1 Warrants 68,244 $0.00 --
Holdings After Transaction: Senior Secured Convertible Notes — 0 shares (Direct); Series A-1 Warrants — 68,244 shares (Direct); Series B-1 Warrants — 68,244 shares (Direct); Series C-1 Warrants — 68,244 shares (Direct)
Footnotes (1)
  1. Holder may, at its option, prior to maturity, convert all or any portion of the outstanding amount of Senior Secured Convertible Notes due 2035 (the "Convertible Notes"), including accrued paid in-kind interest thereon, subject to certain limitations, into shares of Common Stock, at an initial conversion price of $0.73 per share of Common Stock. The conversion rate is subject to adjustment in accordance with the terms of the Convertible Notes and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions. Holder may, at its option, exercise the Series A-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $0.81 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series A-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions. Holder may, at its option, exercise the Series B-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $0.92 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series B-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions. Holder may, at its option, exercise the Series C-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $1.10 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series C-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions. Represents the maximum number of shares of Common Stock issuable upon the voluntary conversion of the original stated amount of the Convertible Notes. The number of shares issuable upon conversion of the Convertible Notes is subject to increase in connection with the accrual of interest, which is payable in kind. The Holder's ability to convert the Convertible Notes to shares of Common Stock is subject to certain limitations, in accordance with rules of the Nasdaq Capital Market. The 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. The reported securities were purchased by the reporting person for an aggregate amount of $50,000.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lee-Sepsick Kathy
(Last) (First) (Middle)
C/O FEMASYS INC.
3950 JOHNS CREEK COURT, SUITE 100
(Street)
SUWANEE GA 30024
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FEMASYS INC [ FEMY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Secured Convertible Notes $0.73(1) 11/07/2025 I $50,000 11/07/2025 11/07/2035 Common stock, par value $0.001 per share 68,244(5) (7) $50,000 D
Series A-1 Warrants $0.81(2) 11/07/2025 I 68,244 11/07/2025 11/07/2035 Common stock, par value $0.001 per share 68,244(6) (7) 68,244 D
Series B-1 Warrants $0.92(3) 11/07/2025 I 68,244 11/07/2025 11/07/2035 Common stock, par value $0.001 per share 68,244(6) (7) 68,244 D
Series C-1 Warrants $1.1(4) 11/07/2025 I 68,244 11/07/2025 11/07/2035 Common stock, par value $0.001 per share 68,244(6) (7) 68,244 D
Explanation of Responses:
1. Holder may, at its option, prior to maturity, convert all or any portion of the outstanding amount of Senior Secured Convertible Notes due 2035 (the "Convertible Notes"), including accrued paid in-kind interest thereon, subject to certain limitations, into shares of Common Stock, at an initial conversion price of $0.73 per share of Common Stock. The conversion rate is subject to adjustment in accordance with the terms of the Convertible Notes and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
2. Holder may, at its option, exercise the Series A-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $0.81 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series A-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
3. Holder may, at its option, exercise the Series B-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $0.92 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series B-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
4. Holder may, at its option, exercise the Series C-1 Warrants, subject to the terms and conditions thereof, at an initial exercise price of $1.10 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Series C-1 Warrants and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
5. Represents the maximum number of shares of Common Stock issuable upon the voluntary conversion of the original stated amount of the Convertible Notes. The number of shares issuable upon conversion of the Convertible Notes is subject to increase in connection with the accrual of interest, which is payable in kind. The Holder's ability to convert the Convertible Notes to shares of Common Stock is subject to certain limitations, in accordance with rules of the Nasdaq Capital Market.
6. The 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.
7. The reported securities were purchased by the reporting person for an aggregate amount of $50,000.
/s/ Kathy Lee-Sepsick 11/19/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Femasys (FEMY) report in this Form 4?

The Form 4 reports that the Femasys Chief Executive Officer and director acquired Senior Secured Convertible Notes due 2035 and Series A-1, B-1 and C-1 Warrants on 11/07/2025 for an aggregate purchase amount of $50,000.

What are the key terms of the Femasys senior secured convertible notes reported?

The Senior Secured Convertible Notes due 2035 are initially convertible, at the holder’s option and subject to certain limitations, into Femasys common stock at an initial conversion price of $0.73 per share, for up to 68,244 shares, with the conversion rate subject to standard anti-dilution adjustments.

How many Femasys shares underlie the warrants reported in this Form 4?

The Form 4 states that the Series A-1 Warrants, Series B-1 Warrants and Series C-1 Warrants are each exercisable for 68,244 shares of Femasys common stock, subject to limitations in accordance with Nasdaq Capital Market rules and standard adjustment provisions.

What are the exercise prices and terms of the Femasys A-1, B-1 and C-1 warrants?

The holder may exercise the Series A-1 Warrants at an initial exercise price of $0.81 per share, the Series B-1 Warrants at $0.92 per share and the Series C-1 Warrants at $1.10 per share. Each series is exercisable from 11/07/2025 until 11/07/2035, with exercise prices subject to standard adjustment provisions.

What limitations apply to converting or exercising the reported Femasys securities?

The filing notes that the holder’s ability to convert the Convertible Notes into common stock and to exercise the warrants for common stock is subject to certain limitations in accordance with the rules of the Nasdaq Capital Market, in addition to standard adjustment mechanisms for corporate actions.

What roles does the reporting person hold at Femasys (FEMY)?

The reporting person is identified as both a Director and an Officer of Femasys Inc., serving in the role of Chief Executive Officer.