What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-28 compared with 2023-03-30 · 52 added, 46 removed, 109 unchanged (47% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, and the information described

above in this Item 9A, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at December 31, 2022.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act , refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial

officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act , our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form

Based on that evaluation, our Chief Executive Officer Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).

Our management,

under the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of

Our management, under

the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of

Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act until we are no

longer an “emerging growth company” as defined in the JOBS Act.

Remediation Efforts on Previously Identified Material Weakness

As previously disclosed, in connection with the audit of our financial statements as of and for the year ended December 31, 2021, we identified a material weakness in our internal control over financial reporting.

material weakness identified that we did not have formalized financial reporting processes and policies in place to ensure that risks are properly assessed, controls are properly designed, and internal controls are properly monitored.

to focus on designing and implementing effective internal controls over financial reporting that will operate in a manner necessary to satisfy the accounting and financial reporting requirements of a public company.

To address our material

weakness, we added accounting personnel, including a Chief Financial Officer hired on February 28, 2022, which allowed us to implement and enhance our formalized policies and procedures regarding internal control over financial processes.

Therefore, it is our assessment that the previously reported material weakness has been remediated as of December 31, 2022.

Our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act until we are no longer

an “emerging growth company” as defined in the JOBS Act.

Changes in Internal Control over Financial Reporting

Other than the remediation efforts described above in this Item 9A, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the

quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2023, that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

15 unchanged sentences

Other Information.

Not applicable.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2023, none of our directors or officers adopted, terminated or modified a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K of the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2023 Annual Meeting of Stockholders under the captions “Proposal No.

1 — Election of Directors,”

“Officers and Directors” and “Corporate Governance.”

The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders.

Code of Ethics

The board of directors has adopted a Code of Ethics applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.

copy of the Code of Ethics is available at our website www.femasys.com.

A copy of the Code of Ethics is available on our website www.femasys.com .

Executive Compensation.

Compensation of Directors and Executive Officers

The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2023 Annual Meeting of Stockholders under the caption “Compensation of Executive Officers and Directors -

Executive Compensation.”

The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item with respect to the security ownership of certain beneficial owners and the security ownership of management is incorporated herein by reference to our definitive proxy statement for

our 2023 Annual Meeting of Stockholders under the caption “Security Ownership of Certain Beneficial Owners and Management.”

Equity compensation plans

The information required by this item with respect to the equity compensation plans is incorporated herein by reference to this annual report on Form 10-K, Item 5, under the caption “Equity compensation plans.”

our 2024 Annual Meeting of Stockholders.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item with respect to certain relationships and related transactions is incorporated herein by reference to our definitive proxy statement for our 2023 Annual Meeting of Stockholders under

the caption “Certain Relationships and Related-Person Transactions.” The information required by this item with respect to director independence is incorporated herein by reference to our definitive proxy statement for our 2023 Annual Meeting of

Stockholders under the caption “Corporate Governance — Director Independence.”

Principal Accounting Fees and Services.

The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2023 Annual Meeting of Stockholders under the captions “Proposal No.

4 — Ratification of Appointment of

our Independent Registered Public Accounting Firm” and “Audit Committee Matters — Audit and Other Fees.”

Incorporated by Reference

The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders.

Description of Document

4 unchanged sentences

June 22, 2021

First Amendment to the Amended and Restated Bylaws of Femasys Inc.

First Amendment to the Amended and Restated Bylaws of Femasys Inc., dated as of March 29, 2023

March 30, 2023

3 unchanged sentences

Form of indenture

Form of Pre-Funded Warrant

April 20, 2023

Form of Common Stock Warrant

April 20, 2023

Form of Placement Agent Warrant

April 20, 2023

Form of Series A Warrant

November 15, 2023

Form of Series B Warrant

November 15, 2023

2021 Equity Incentive Plan, and forms of agreements thereunder

23 unchanged sentences

and Piper Sandler & Co.

Equity Purchase Agreement dated July 1, 2022, between Femasys Inc.

and Piper Sandler & Co.

Form of Purchase Agreement

November 15, 2023

Form of Convertible Note

November 15, 2023

Form of Registration Rights Agreement

November 15, 2023

Form of Collaboration Agreement

November 15, 2023

Consent of KPMG LLP

6 unchanged sentences

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

14 unchanged sentences

and lawful attorneys-in- fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with exhibits

thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or his or her substitute or substitutes may lawfully do or cause to

be done by virtue hereof.

done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

Kathy Lee-Sepsick

Chair of the Board of Directors, President and

Chief Executive Officer (principal executive officer)

President and Chief Executive Officer (principal executive officer)

/s/ Dov Elefant

1 unchanged sentence

Chief Financial Officer (principal financial and accounting officer)

/s/ John Adams, Jr.

March 30, 2023

John Adams, Jr.

/s/ John Dyett

March 30, 2023

/s/ Charles Larsen

1 unchanged sentence

Charles Larsen

/s/ Anne Morrissey

Chairperson of the Board of Directors

/s/ Alistair Milnes

March 28, 2024

Anne Morrissey

/s/ Wendy Perrow

Alistair Milnes

/s/ Joshua Silverman

March 28, 2024

Joshua Silverman

/s/ Edward Uzialko, Jr.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures