SEC FORM 4

SEC FORM 4SEC 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

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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^*

Canning John Charles

(Last)

(First)

(Middle)

C/O FEMASYS INC.

3950 JOHNS CREEK COURT, SUITE 100

(Street)

SUWANEE

GEORGIA

30024

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FEMASYS INC [ FEMY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/07/2026		P		4,375	A	$3.2⁽¹⁾	4,375	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant	$2.95⁽²⁾	08/07/2026		A		4,375		08/10/2026	08/10/2029	Common stock, par value $0.001 per share	4,375⁽³⁾	⁽⁴⁾	4,375	D
Common Stock Purchase Warrant (Milestone)	$2.95⁽²⁾	08/07/2026		A		4,375		08/10/2027⁽⁵⁾	⁽⁵⁾	Common stock, par value $0.001 per share	4,375⁽³⁾	⁽⁴⁾	4,375	D

Explanation of Responses:

1. The purchase price paid by the reporting person for the Shares was $3.20 per share pursuant to the Securities Purchase Agreement, dated as of August 7, 2026, by and among Femasys Inc. and the purchasers party thereto.

2. Holder may, at its option, exercise the Common Warrant, subject to the terms and conditions thereof, at an exercise price of $2.95 per share of Common Stock. The exercise price is subject to adjustment in accordance with the terms of the Common Warrant and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.

3. 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.

4. The reported securities were purchased by the reporting person for an aggregate amount of $14,000.

5. The Common Warrant (Milestone) is exercisable only from and after the Milestone Date, being the first date on or after August 10, 2027 on which both (i) the Company has achieved U.S. revenue of $1,500,000 for any fiscal quarter, as reported in a Form 10-Q or Form 10-K, and (ii) the volume-weighted average price of the Common Stock has satisfied certain price conditions specified in the warrant. The warrant expires on the earlier of (i) three years after the effective date of a registration statement registering the resale of the Warrant Shares and (ii) 45 days after the Company delivers notice that the Milestone Date has occurred. As of the date of this report, neither the Milestone Date nor the expiration date is determinable.

	/s/ Kathy Lee-Sepsick, Attorney-in-fact	08/11/2026
	** 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).
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* Form 4: SEC 1474 (03-26)