Failure to Satisfy Listing Rule (Form 8-K)

As previously disclosed, on May 19, 2025, the Femasys Inc. (the "Company") received a written notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") that for the last 30 consecutive business days, the Market Value of Listed Securities ("MVLS") for the Company's common stock had been below the minimum $35.0 million requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the "Minimum MVLS Requirement"). Additionally, the Company had not met either of the alternative Nasdaq continued listing standards under Nasdaq Listing Rule 5550(b)(2): (i) stockholders' equity of at least $2.5 million or (ii) net income of $500,000 in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.

The Company believes that, after taking into account the previously disclosed underwritten offering of common stock, pre-funded warrants and warrants with gross proceeds of $8.0 million as further detailed in a Form 8-K filed on August 27, 2025 and subsequent warrant exercises, and based on pro forma financial data available to the Company, the Company's stockholders' equity as of October 15, 2025 would have been approximately $5.2 million on a pro forma basis, which meets the minimum of $2.5 million in stockholders' equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report, the Company does not evidence compliance, it may be subject to delisting.