8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2025

Femasys Inc.

(Exact name of registrant as specified in its charter)

(770) 500-3910

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

The Annual Meeting of Stockholders of Femasys Inc. (the “Company”) was held on June

    25, 2025 \(the “Annual Meeting”\). At the Annual Meeting, there were present, in person virtually or by proxy, holders of 16,183,538 shares of common stock, or approximately 59.41% of the
    total outstanding shares eligible to be voted. The final voting results with respect to each proposal presented at the Annual Meeting is set forth below:

Proposal One - Election of Directors

The Company’s stockholders approved the election of two Class I directors to the Company’s Board of Directors for three-year term expiring at the 2028 annual meeting of stockholders or until their respective successor is elected and qualified or until their earlier resignation or removal, by the following votes:

Proposal Two – Approve Amendment to the 2021 Equity Incentive Plan

The Company’s stockholders approved an amendment to the Femasys Inc. 2021 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under the 2021 Plan by 3,000,000 shares, by the following votes:

Proposal Three - Ratification of Appointment of Independent Registered Accounting Firm

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2025 by the following votes:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.