Femasys Inc. Announces Entry into Omnibus Amendment and Issuance of Series D-1 Warrants

Key Highlights from the 8-K Filing

• Company: Femasys Inc. (NASDAQ: FEMY)
• Event: Entry into Omnibus Amendment and Consent Agreement; Issuance of Series D-1 Warrants
• Date of Report: March 17, 2026
• Filing Date: March 20, 2026
• Security: Common Stock, par value \$0.001 per share, Trading Symbol: FEMY

Details of the Agreement and Warrants Issuance

Femasys Inc. has entered into an Omnibus Amendment and Consent Agreement with certain holders of its outstanding securities. As a part of this agreement, the company will issue an aggregate of 16,378,563 Series D-1 Warrants to accredited investors. These warrants are exercisable for shares of Femasys common stock.

Terms of the Series D-1 Warrants

• Exemption from Registration: The Series D-1 Warrants are issued under Section 4(a)(2) of the Securities Act of 1933, meaning they are not registered and can only be exercised by accredited investors. The shares issued upon exercise of these warrants will be restricted securities.
• Purpose of Issue: The issuance and agreement are part of a broader effort to amend existing terms with certain holders, which may include modifying prior agreements and providing consents in connection with previous financings.
• Exercise Price and Adjustments: The exercise price and number of shares issuable upon exercise of the warrants are subject to adjustment for stock splits, dividends, combinations, recapitalizations, and certain dilutive issuances. These adjustments are designed to protect warrant holders from dilution.
• Cashless Exercise: The warrants provide for a “cashless exercise” provision, allowing holders to exercise without payment of cash under certain circumstances.
• Beneficial Ownership Limitation: The warrants include a cap on the number of shares that can be acquired by a holder (or their affiliates) to ensure that no holder exceeds a specified percentage of the company’s outstanding shares, in line with Section 13(d) of the Exchange Act.
• Term: The warrants expire on the third anniversary of the issuance date.
• Transferability: The warrants are freely transferable, subject to securities law limitations.
• Anti-Dilution Protections: The warrants contain robust anti-dilution and adjustment mechanisms, including for stock splits, stock dividends, combinations, and certain below-market issuances (with exceptions for specified transactions).
• Nasdaq Compliance: The company has committed not to reduce the exercise price below the minimum price permitted by Nasdaq rules without prior shareholder approval, as required under Nasdaq Listing Rule 5635.
• Notice and Communication: The company is required to notify warrant holders in writing of any adjustments to the exercise price within ten business days, and of any major corporate actions, including dividends, new issuances, or fundamental transactions.
• Remedies and Dispute Resolution: Disputes related to the calculation of the exercise price, share numbers, or fair market value may be resolved by an independent investment bank, with costs borne by the non-prevailing party.
• Successor Entity Provision: In the event of a fundamental transaction (such as a merger, acquisition, or sale of substantially all assets), the warrants will convert into the right to receive the same consideration as holders of common stock, with special provisions for calculation of Black-Scholes value if requested by warrant holders.

Potential Shareholder Impact

Price Sensitivity and Potential Share Value Impact:

• The issuance of a significant number of new warrants (16.37 million) could result in substantial dilution for existing shareholders, especially if exercised for common stock in the future.
• The robust anti-dilution provisions and mechanisms to adjust warrant terms in case of future equity issuances or fundamental corporate events are designed to protect the value of the warrants for holders, but may increase dilution risk for common shareholders.
• The company’s commitment to Nasdaq compliance and required shareholder approval for certain price adjustments provides some governance oversight, but shareholders should be aware that these types of transactions can affect short-term and long-term share value.
• The flexibility for cashless exercise and transferability may increase the liquidity and attractiveness of the warrants for investors, impacting trading activity and potentially the market price.
• The Omnibus Amendment and Consent Agreement and new warrant issuance may be a sign that Femasys is seeking to shore up its capital structure, potentially in response to financial pressures or to facilitate future financings.

Exhibits Filed with the 8-K

• Exhibit 4.1: Form of Series D-1 Warrant (full warrant terms and conditions).
• Exhibit 10.1: Omnibus Amendment and Consent Agreement, dated March 19, 2026, between the company and consenting holders.
• Exhibit 104: Cover Page Interactive Data File (Inline XBRL).

Summary for Investors

The Series D-1 Warrant issuance and Omnibus Amendment represent a major capital structure event for Femasys, with significant implications for future dilution, corporate governance, and potential share price volatility. The transaction may be viewed positively by some as a sign of financial flexibility, but carries meaningful dilution risk. Investors should review the full warrant and agreement terms, assess the company’s rationale for the transaction, and monitor for further disclosures regarding its impact on Femasys’s financial position and future plans.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review all company filings and consult with a licensed financial advisor before making investment decisions. The author has relied on the company’s public SEC filings and has not independently verified the accuracy or completeness of the information contained herein.

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