1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: 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,
−Removed: processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
−Removed: 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
−Removed: officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: 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
−Removed: 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.
+Added: 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
+Added: 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.
+Added: Disclosure controls and procedures include, without limitation,
+Added: 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
+Added: executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive
+Added: 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 10-K.
+Added: Based on that evaluation, our Chief Executive Officer and Chief
+Added: Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.
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).
−Removed: Our management, under
−Removed: 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
−Removed: Sponsoring Organizations of the Treadway Commission.
+Added: Our management, under the oversight
+Added: of our board of directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring
+Added: 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, 2024.
−Removed: 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
−Removed: an “emerging growth company” as defined in the JOBS Act.
+Added: 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
+Added: growth company” as defined in the JOBS Act.
Changes in Internal Control over Financial Reporting
19 unchanged sentences
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
−Removed: During the three months ended December 31, 2023, none of our directors or officers adopted, terminated or modified a “Rule 10b5-1
−Removed: trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K of the Exchange Act.
+Added: During the twelve months ended December 31, 2024, 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
+Added: the Exchange Act.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
3 unchanged sentences
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.
−Removed: A copy of the Code of Ethics is available on our website www.femasys.com .
+Added: of the Code of Ethics is available on our website www.femasys.com.
Executive Compensation.
38 unchanged sentences
June 14, 2021
−Removed: Employment Agreement, dated February 15, 2010, by and between Femasys Inc.
−Removed: and Gary Thompson
−Removed: June 14, 2021
Non-Employee Director Compensation Policy
10 unchanged sentences
February 24, 2022
−Removed: Sales Agreement dated as of July 1, 2022, by and between Femasys Inc.
−Removed: and Piper Sandler & Co.
Equity Purchase Agreement dated July 1, 2022, between Femasys Inc.
8 unchanged sentences
November 15, 2023
+Added: Insider Trading Policy
Consent of KPMG LLP
47 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.