Form 8-K
8-K — FEMASYS INC
Accession: 0001140361-26-041578
Filed: 2026-11-02
Period: 2026-10-30
CIK: 0001339005
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ef20084787_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ef20084787_ex99-1.htm)
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8-K
8-K (Primary)
Filename: ef20084787_8k.htm · Sequence: 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 30, 2026
Femasys Inc.
(Exact name of Registrant as specified in its charter)
Delaware 001-40492 11-3713499
(State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)
3950 Johns Creek Court, Suite 100
Suwanee, GA 30024
(770) 500-3910
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Not Applicable
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
FEMY
Nasdaq Capital Market
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. ☒
1
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2026, Kenneth D. Eichenbaum, M.D., M.S.E., informed the Board of Directors (the “Board”) of Femasys Inc. (the “Company”) of his resignation as a director of the Company, effective as of that date. Dr. Eichenbaum’s resignation was in connection with Pointillist Global Macro Series of Pointillist Partners LLC’s termination of its right to nominate an individual to serve on the Board pursuant to that certain Securities Purchase Agreement, dated November 3, 2025, by and among the Company and certain accredited investors. Dr. Eichenbaum’s decision to resign was not due to any dispute or disagreement with the Company, or on any matter relating to the Company’s operations, policies or practices.
On October 30, 2026, the Board appointed John Moorhead as a director of the Company, effective as of that date. Mr. Moorhead was appointed to the Board pursuant to the board designation rights granted to Nantahala Capital Management, LLC (the “Lead Investor”) under the side letter agreement, dated as of August 7, 2026 (the “Side Letter”), between the Company and the Lead Investor, pursuant to which the Company agreed to appoint up to two individuals designated by the Lead Investor to serve on the Board. The Lead Investor’s right to designate designees is subject to certain minimum ownership thresholds of the Company’s outstanding common stock set forth in the Side Letter. The foregoing description is qualified in its entirety by reference to the Side Letter, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 11, 2026.
There are no family relationships between Mr. Moorhead and any director or executive officer of the Company. Other than the board designation right described above under the Side Letter, there are no arrangements or understandings between Mr. Moorhead and any other person pursuant to which he was selected as a director.
Mr. Moorhead will be entitled to the applicable annual retainer and equity awards pursuant to the Company’s director compensation policy, under terms consistent with those previously disclosed by the Company. Mr. Moorhead will also be entitled to enter into an indemnification agreement with the Company. Mr. Moorhead will hold office as a Class II director for a term expiring at the 2029 annual meeting, at which time he will stand for election by the stockholders of the Company. The Board determined that Mr. Moorhead is an independent director for purposes of the Nasdaq listing requirements and will serve as a member of the Audit Committee and Compensation Committee of the Company.
Mr. Moorhead brings more than two decades of experience in consumer marketing, brand development, product innovation and finance. He spent 12 years at Unilever’s Seventh Generation, rising from Associate Brand Manager to Chief Marketing Officer. Most recently, Mr. Moorhead served as Head of Marketing, North America, at SBM Life Science, leading the BioAdvanced and Natria lawn and garden brands. Earlier in his career, he was a Senior Financial Analyst at CAT Partners, an investment firm. He holds a bachelor’s degree from Williams College and an MBA from Babson College.
Item 7.01.
Regulation FD Disclosure.
On October 30, 2026, the Company issued a press release announcing Mr. Moorhead’s appointment as a director of the Company. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Description
99.1
Press Release of the Company, dated October 30, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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.
Femasys Inc.
By:
/s/ Kathy Lee-Sepsick
Name: Kathy Lee-Sepsick
Title: Chief Executive Officer
Date: November 2, 2026
NASDAQ
0001339005
false
0001339005
2026-10-30
2026-10-30
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ef20084787_ex99-1.htm · Sequence: 2
Exhibit 99.1
Femasys Appoints John Moorhead to Board of Directors
ATLANTA – October 30, 2026 – Femasys Inc. (NASDAQ: FEMY), a leading biomedical innovator developing transformative fertility and non-surgical permanent birth control solutions designed to improve the standard of care, expand access, and reduce costs for women worldwide, announced today the appointment of John Moorhead to its Board of Directors as a board designee in connection with the Company’s August 2026 private placement. Mr. Moorhead brings more than two decades of experience in consumer marketing, brand development, product innovation and finance. He spent 12 years at Unilever’s Seventh Generation, where he rose to Chief Marketing Officer and helped transform the brand into a household name while more than quadrupling its Home Care business. Most recently, he served as Head of Marketing, North America, at SBM Life Science.
“We are excited to welcome John at this important inflection point as we ramp up commercialization efforts for our FemaSeed fertility portfolio to OB/GYNs and their patients,” said Kathy Lee-Sepsick, Chief Executive Officer and Founder of Femasys. “His consumer marketing experience will help us connect directly with women, whose treatment choices will drive demand for our fertility solutions. As we welcome John, we also extend our sincere appreciation to Dr. Kenneth Eichenbaum for his valued contributions during his tenure as the board designee associated with our November 2025 private placement.”
Mr. Moorhead commented, “My family’s own fertility journey gave me a firsthand understanding of the emotional, medical, and financial toll that treatment can take on women and their partners. That experience, together with my background in building consumer brands, drives my commitment to helping women and families understand their options and make informed choices. I’m excited to support Femasys as it works to change the standard of care in fertility.”
About Femasys Inc.
Femasys is a leading biomedical innovator developing transformative fertility and non-surgical permanent birth control solutions designed to improve the standard of care, expand access, and reduce costs for women worldwide. The Company is focused on commercializing its fertility portfolio, led by FemaSeed® Intratubal Insemination, together with complementary diagnostic and sperm preparation products, in the U.S. and key international markets. Femasys is also advancing FemBloc®, its non-surgical, in-office permanent birth control solution, toward U.S. FDA approval through the ongoing FINALE pivotal trial (NCT05977751). FemBloc received regulatory approvals in Europe, the UK and New Zealand in 2025, supporting commercialization through strategic partnerships in select international markets. Femasys’ portfolio is supported by broad intellectual property protection and clinical data demonstrating favorable safety, encouraging effectiveness results, and high patient and practitioner satisfaction.
Learn more at www.femasys.com, or follow us on X, Facebook and LinkedIn.
1
Forward-Looking Statements
This press release contains forward-looking statements that are subject to substantial risks and uncertainties. Forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “pending,” “intend,” “believe,” “suggests,” “potential,” “hope,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on our current expectations and are subject to inherent uncertainties, risks and assumptions, many of which are beyond our control, difficult to predict and could cause actual results to differ materially from what we expect. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ include, among others: our ability to obtain regulatory approvals for our FemBloc product candidate; develop and advance our current FemBloc product candidate and successfully enroll and complete the clinical trial; the ability of our clinical trial to demonstrate safety and effectiveness of our product candidate and other positive results; estimates regarding the total addressable market for our products and product candidate; our ability to commercialize our products and product candidate, our ability to establish, maintain, grow or increase sales and revenues, or the effect of delays in commercializing our products, including FemaSeed; our business model and strategic plans for our products, technologies and business, including our implementation thereof; and those other risks and uncertainties described in the section titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, and other reports as filed with the SEC. Forward-looking statements contained in this press release are made as of this date, and Femasys undertakes no duty to update such information except as required under applicable law.
# # #
Contacts:
IR@femasys.com
Media@femasys.com
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