SEC FORM 4

SEC FORM 4 SEC 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^*

Larsen Charles

(Last)

(First)

(Middle)

C/O FEMASYS INC.

3950 JOHNS CREEK COURT, SUITE 100

(Street)

SUWANEE

30024

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

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

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

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

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)

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)
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	$1.1⁽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

Explanation of Responses:

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.

	/s/ Kathy Lee-Sepsick, Attorney-in-fact	11/12/2025
	** 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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