FEMASYS INC
For the period ended Jun 24, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 24, 2026 · Filed Apr 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders, or the Annual Meeting, of Femasys Inc. to be held on Wednesday, June 24, 2026 at 9:00 a.m. Eastern Daylight Time at the offices of Femasys Inc. at 3950 Johns Creek Court, Suite 100, Suwanee, Georgia 30024. Please note that if you plan to attend the Annual Meeting in person, photographic identification will be required for admission.
Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. Only stockholders of record at the close of business on April 27, 2026 may vote at the Annual Meeting and any postponements or adjournments of the Annual Meeting. All stockholders are cordially invited to participate in the Annual Meeting and any postponements or adjournments of the Annual Meeting.
Your vote is important. We are primarily providing access to our proxy materials over the internet pursuant to the Securities and Exchange Commission’s notice and access rules. On or about April 30, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials that will indicate how to access our 2026 Proxy Statement and 2025 Annual Report on the internet and will include instructions on how you can receive a paper copy of the Annual Meeting materials, including the Notice of Annual Meeting, proxy statement and proxy card.
Whether or not you expect to attend the meeting in person, please submit voting instructions for your shares promptly using the directions on your Notice, or, if you elected to receive printed proxy materials by mail, your proxy card, to vote by one of the following methods: 1) over the internet at www.proxyvote.com, 2) by telephone by calling the toll-free number 1-800-690-6903, or 3) if you elected to receive printed proxy materials by mail, by marking, dating and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
Sincerely,
/s/ Kathy Lee-Sepsick
Kathy Lee-Sepsick
Founder, President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date: | June 24, 2026 at 9:00 a.m. Eastern Daylight Time. | |
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| Place: | The Annual Meeting will be held on Wednesday, June 24, 2026 at 9:00 a.m. Eastern Daylight Time at 3950 Johns Creek Court, Suite 100, Suwanee, Georgia 30024. | |
| Items of Business: | 1. | Elect two Class II directors listed in the accompanying proxy statement, to serve a three-year term expiring at the 2029 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. |
| 2. | Ratify the appointment of KPMG LLP as the independent registered public accounting firm of Femasys Inc. for the fiscal year ending December 31, 2026. | |
| 3. | Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. | |
| Record Date: | Only holders of record of common stock at the close of business on April 27, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. | |
| Proxy Voting: | With respect to all matters that will come before the Annual Meeting, each holder of shares of common stock is entitled to one vote for each share of common stock held as of the close of business on April 27, 2026, the record date. | |
| For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website https://ir.femasys.com/overview/ or, if you are a registered holder, contact our transfer agent, Broadridge Investor Communication Solutions, Inc., by telephone at (844) 998-0339, or by email at shareholder@broadridge.com. If you wish to contact us by mail: | ||
| Regular Mail | ||
| Broadridge Shareholder Services | ||
| c/o Broadridge Corporate Issuer Solutions | ||
| Brentwood, NY 11717 | ||
| Overnight Mail | ||
| Broadridge Shareholder Services | ||
| c/o Broadridge Corporate Issuer Solutions | ||
| 1155 Long Island Avenue | ||
We are primarily providing access to our proxy materials over the internet pursuant to the Securities and Exchange Commission’s notice and access rules. On or about April 30, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials that will indicate how to access our 2026 Proxy Statement and 2025 Annual Report on the internet and will include instructions on how you can receive a paper copy of the Annual Meeting materials, including the Notice of Annual Meeting, proxy statement and proxy card.
Whether or not you expect to attend the meeting in person, please submit voting instructions for your shares promptly using the directions on your Notice, or, if you elected to receive printed proxy materials by mail, your proxy card, to vote by one of the following methods: 1) over the internet at www.proxyvote.com, 2) by telephone by calling the toll-free number 1-800-690-6903, or 3) if you elected to receive printed proxy materials by mail, by marking, dating and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
ATTN: IWS
By Order of the Board of Directors,
/s/ Kathy Lee-Sepsick
Kathy Lee-Sepsick
Founder, President and Chief Executive Officer
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION ABOUT SOLICITATION AND VOTING | 1 |
| QUESTIONS AND ANSWERS ABOUT THE MEETING | 2 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 10 |
| NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS | 16 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 17 |
| PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 23 |
| EXECUTIVE OFFICERS | 25 |
| EXECUTIVE COMPENSATION | 26 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 30 |
| REPORT OF THE AUDIT COMMITTEE | 31 |
| ADDITIONAL INFORMATION | 32 |
| OTHER MATTERS | 33 |
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PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 24, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.