11/12/2025 | Press release | Distributed by Public on 11/12/2025 16:28
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | $25,000 | 11/07/2025 | 11/07/2035 | Common stock, par value $0.001 per share | 34,122(5) | (7) | $25,000 | D | ||||
| Series A-1 Warrants | $0.81(2) | 11/07/2025 | I | 34,122 | 11/07/2025 | 11/07/2035 | Common stock, par value $0.001 per share | 34,122(6) | (7) | 34,122 | D | ||||
| Series B-1 Warrants | $0.92(3) | 11/07/2025 | I | 34,122 | 11/07/2025 | 11/07/2035 | Common stock, par value $0.001 per share | 34,122(6) | (7) | 34,122 | D | ||||
| Series C-1 Warrants | $1.10(4) | 11/07/2025 | I | 34,122 | 11/07/2025 | 11/07/2035 | Common stock, par value $0.001 per share | 34,122(6) | (7) | 34,122 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Larsen Charles C/O FEMASYS INC. 3950 JOHNS CREEK COURT, SUITE 100 SUWANEE, GA 30024 |
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| /s/ Kathy Lee-Sepsick, Attorney-in-fact | 11/12/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 $25,000. |