Form 8-K FEMASYS INC For: Jun 23

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 23, 2026

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. ☒

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On June 23, 2026, Femasys Inc. (the “Company”) received written notice ( the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has regained compliance with Nasdaq Listing Rule 5550( a)(2), the minimum bid price requirement for continued listing on The Nasdaq Capital Market, and that this matter is now closed.

As previously disclosed, on July 16, 2025, the Company received written notice from Nasdaq that the Company’s common stock had failed to maintain a minimum bid price of $1.00 per share over the previous 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2). The Company regained compliance following the effectiveness of its 1-for-20 reverse stock split of its common stock on June 5, 2026, after which the closing bid price of the Company’s common stock remained at or above $1.00 per share for 10 consecutive business days.

A copy of the press release issued by the Company on June 24, 2026 announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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.