🧾 What This Document Is

This is a definitive proxy statement (DEF 14A) for Femasys Inc. It's an official notice and explanation for shareholders ahead of a Special Meeting on April 29, 2026. The company is asking shareholders to vote on three critical proposals. Think of it as a detailed agenda and briefing document for an important company vote.

🏢 What The Company Does

👉 In simple terms, Femasys is a medical device company focused on women's health. They develop products for reproductive medicine and permanent birth control. The company is traded on the Nasdaq under the ticker FEMY.

🚨 The Core Problem: A Nasdaq Threat

The entire special meeting exists because Femasys is at risk of being delisted from the Nasdaq stock exchange.

• The Rule: Nasdaq requires a stock's closing bid price to stay at $1.00 per share or higher.
• The Problem: Femasys stock has been below $1.00 for over 30 consecutive business days.
• The Deadline: They have until July 13, 2026, to get the price back above $1.00, or their stock could be removed from the exchange. Delisting would make it much harder and less convenient for investors to buy or sell shares.

💡 Proposal 1: The Reverse Stock Split (The Main Event)

This is the board's primary strategy to solve the Nasdaq problem. They are asking for permission to do a reverse stock split at a ratio between 1-for-2 and 1-for-25. The board will decide the exact number later.

• How it works: If you own 100 shares at $0.50 each (total value $50), and they do a 1-for-10 split, you would now own 10 shares. The new price would theoretically be $5.00 per share (10 shares x $5 = $50 total value). Your total investment value stays the same initially.
• Why they want it: A higher share price (e.g., $5 instead of $0.50) looks more professional, attracts certain institutional investors who avoid low-priced stocks, and gets them back in compliance with Nasdaq's $1.00 rule.
• The Risk (Why it's not a sure fix): The stock price could fall back below $1.00 after the split. Also, reverse splits can sometimes be seen as a sign of a struggling company. The board also warns it could create a "short squeeze," causing wild price swings.
• Key Numbers:
  • Current shares outstanding: ~60.4 million
  • Example impact of a 1-for-10 split: Shares outstanding would drop to ~6.05 million.
  • Authorized shares remain 200 million, meaning many more shares become available for the company to issue in the future (which could dilute current shareholders).

👉 Why it matters: This is a defensive move to save the company's listing on a major exchange. Without shareholder approval, the path to staying on Nasdaq becomes very difficult.

📜 Proposal 2: The Issuance Proposal

This proposal is asking shareholders to retroactively approve the issuance of a large number of shares. These shares come from:

1. Convertible Notes (debt that can be turned into stock) issued in November 2025.
2. Warrants (options to buy stock) issued in November 2025 and amended in March 2026.

• The Rule: Nasdaq requires shareholder approval if a company issues stock (or securities convertible into stock) below the current market price, especially if it goes to company insiders. This is to prevent unfair dilution.
• What's happening: Some of the conversion/exercise prices for these notes and warrants have "anti-dilution" features. If the stock price falls, these features automatically lower the price at which they can convert or exercise, potentially below the Nasdaq minimum. Shareholder approval is needed to allow these potential future lower-priced shares to be issued.
• Who's involved: The filing notes that directors and officers participated in these private placements.

👉 Why it matters: This is about cleaning up a past financing deal to ensure it complies with exchange rules. It signals the company needed cash and used flexible financing tools, but those tools now require a shareholder vote to be fully legitimized.

📅 Proposal 3 & Meeting Logistics

• Proposal 3: Adjournment. This is a standard procedural proposal. It allows the board to postpone the meeting if they don't have enough shareholder votes for Proposals 1 or 2, giving them more time to solicit votes.
• Who Can Vote: Shareholders of record as of March 27, 2026. On that date, there were 60,390,686 shares outstanding.
• The Board's Recommendation: They urge shareholders to vote FOR all three proposals.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / Reasons to Support:

• Necessary for Survival: Avoiding delisting is critical for maintaining liquidity and investor confidence.
• Flexibility: The board can choose the exact split ratio and even decide not to proceed if they change their mind.
• Broadens Investor Base: A higher stock price can make the company eligible for more mutual funds and institutional investors.

⚠️ Risks & Reasons for Caution:

• No Guarantee: The reverse split alone doesn't guarantee the stock price will stay above $1.00. The company's underlying performance is key.
• Future Dilution: The move creates a much larger pool of authorized shares (e.g., ~180 million available after a 1-for-10 split), which the board can issue later, diluting current shareholders.
• Past Financing Dilution: Proposal 2 confirms that past financing deals will likely lead to more shares entering the market.
• Volatility: Reverse splits can attract speculative trading and short squeezes.

📞 Investor Contacts

• Investor Relations Website: https://ir.femasys.com/overview/
• Transfer Agent (Broadridge):
  • Phone: (844) 998-0339
  • Email: [email protected]
• Company Mailing Address for Inquiries:
  • Broadridge Shareholder Services
  • c/o Broadridge Corporate Issuer Solutions
  • P.O. Box 1342, Brentwood, NY 11717
  • Overnight Mail: 1155 Long Island Avenue, Edgewood, NY 11717-8309

🧠 The Analogy

Imagine a popular pizza restaurant that's having trouble paying its bills. To get a quick loan, the owner promises investors that they can later exchange their loan slips for pieces of the restaurant's future pizza pies at a discount. The problem is, if too many people claim those pizzas, the original owners will get only a tiny sliver each. The owner now asks the original owners (shareholders) for two things: 1) to officially call each pizza slice a "pizza" to make it sound more valuable (the reverse split), and 2) to retroactively approve those discount deals with the lenders (the issuance proposal) to keep them legal.

🧩 Final Takeaway

Femasys is facing a potential stock exchange delisting and has proposed a reverse stock split as its main defense to boost the share price above $1.00. Shareholders must also approve past financing deals that could lead to future share dilution. This is a high-stakes vote to keep the company on a major exchange and set its capital structure for the next chapter.