FEMASYS INC

(1)

Organization, Nature of Business, and Liquidity

Organization and Nature of Business

Femasys Inc. (the “Company” or “Femasys”) was incorporated in Delaware on February 19, 2004 and is headquartered in Suwanee, Georgia. The Company is a leading biomedical innovator developing transformative fertility and non-surgical permanent birth control solutions designed to improve the standard of care, expand access, and reduce costs for women worldwide, with a broad patent-protected portfolio of disruptive, accessible, in-office therapeutic and diagnostic products. The Company is a U.S. manufacturer that has received global regulatory approvals for its product portfolio, which is currently being commercialized in the U.S. and key international markets. The Company’s suite of products and U.S. product candidate address what the Company believes are multi-billion dollar global market segments in which there has been little advancement for many years, helping women avoid pharmaceutical solutions, implants and surgery that can be expensive and expose women to harm.

Basis of Presentation

The Company has prepared the accompanying condensed financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to these rules and regulations. These condensed financial statements should be read in conjunction with the Company’s audited financial statements and footnotes related thereto for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on March 31, 2026 (the Annual Report). There have been no material changes to the Company’s significant accounting policies described in Note 2 to the financial statements included in the Annual Report.

In the opinion of management, the unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows at the dates for the periods presented. The results of operations for such interim periods are not necessarily indicative of the results expected for the full year.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting periods. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates.

Liquidity

As of June 30, 2026, the Company had cash and cash equivalents of $1,443,502. Subsequent to June 30, 2026, the Company completed a private placement transaction that generated approximately $30.0 million of gross proceeds (see Note 16).

The Company has incurred recurring losses and generated a net loss of $3.6 million for the six months ended June 30, 2026. The Company expects to continue investing in the commercialization of FemaSeed and other products and in the continued clinical development of FemBloc. Accordingly, the Company expects to incur operating losses and utilize cash in support of these activities.

After considering its cash and cash equivalents as of June 30, 2026 and the proceeds received from the private placement completed subsequent to quarter-end, management believes the Company has sufficient liquidity to fund its planned operations, capital requirements, and other obligations for at least the twelve-month period following the issuance of these condensed financial statements.

Reverse Stock Split

On June 5, 2026, the Company filed an amendment to its Eleventh Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of 1-for-20 (the “Reverse Stock Split”). The Reverse Stock Split did not change the authorized number of shares of the Company’s common stock. The Amendment was authorized by the stockholders of the Company at the Company’s special meeting of stockholders held on April 29, 2026.

Pursuant to the Amendment, on June 5, 2026, every 20 shares of common stock were automatically converted into one share of common stock, without any change in par value per share. No fractional shares were issued and any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share at the Depository Trust Company (DTC) participant level.

The Reverse Stock Split applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable was adjusted proportionately as a result of the Reverse Stock Split. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. The common stock reserved for future issuance under the Company’s 2021 Equity Incentive Plan has been proportionally adjusted. Unless otherwise indicated, all references in these financial statements to common stock, share data, per share data and underlying stock options, warrants, and restricted stock units have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

The Reverse Stock Split became effective at 8:40 a.m. Eastern Time on June 5, 2026, and the Company’s common stock began trading on a split-adjusted basis at the opening of trading on June 8, 2026. All shares of common stock, including common stock underlying warrants, stock options and restricted stock units, as well as all conversion ratios, exercise prices, conversion prices and per share information in the condensed financial statements have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this Quarterly Report on Form 10-Q.

Recently Issued Accounting Pronouncements – Recently Adopted

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The ASU clarifies the accounting for induced conversion of convertible debt instruments and requires entities to recognize the fair value of any incremental consideration provided to induce conversion as expense. ASU 2024-04 is effective for the Company’s annual reporting periods beginning after December 15, 2025. The Company adopted the ASU on January 1, 2026, and it did not have an impact on the Company’s financial statements.

Recently Issued Accounting Pronouncements – Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The standard requires public business entities to disclose additional information about specific expense categories included in relevant income statement captions, including purchases of inventory, employee compensation, depreciation, amortization of intangible assets, and certain other expenses. ASU 2024-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026. Early adoption is permitted. The ASU may be applied either with a prospective or a fully retrospective transition method. Management is currently assessing the impact of this standard on the Company’s financial statements and will adopt the ASU on January 1, 2027.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify the applicability of the interim reporting guidance in Topic 270 and improve the navigability of interim disclosure requirements by providing a more comprehensive listing of disclosures required in interim financial statements. The ASU is effective for the Company’s interim periods in annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The ASU may be applied either with a prospective method or a fully retrospective method of transition. Management is currently assessing the impact of this standard on the Company’s financial statements and will adopt the ASU on January 1, 2028.

No other new accounting pronouncements issued or effective have had, or are expected to have, a material impact on the Company’s financial statements.

(2)

Fair Value of Financial Instruments

The Company applies a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model‑based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model‑based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions market participants would use in pricing the asset or liability.

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and other liabilities approximate their fair value because of the short‑term maturity of these financial instruments.

On April 29, 2026, following shareholder approval permitting the issuance of shares underlying the Conversion Option and Warrants in excess of the Nasdaq 19.99% limitation (see Note 8b), the limitation that had previously prevented the Conversion Option and Warrants from meeting the equity classification criteria under ASC 815-40 was eliminated. Accordingly, the Company reassessed the instruments under ASC 815-40 and determined that the Conversion Option and Warrants met the criteria for equity classification. The derivative liabilities were reclassified to additional paid-in capital and warrant equity, respectively, at their fair values on the April 29, 2026 reclassification date. Following the reclassification, the instruments are no longer remeasured at fair value on a recurring basis. Prior to their reclassification to equity on April 29, 2026, the Conversion Option liability and Warrants liabilities were classified within Level 3 of the fair value hierarchy.

The fair value of the Any Market Purchase Agreement (“AMPA,” see Note 9) was measured as of the June 30, 2026 reporting period using Level 3 inputs. The fair value was determined to be de minimis as of the June 30, 2026 reporting period.

The fair values of the Conversion Option liability and Warrants liabilities related to the 2025 Notes (see Note 8b) were measured as of December 31, 2025 and immediately prior to their reclassification on April 29, 2026. During the period, the Company recognized changes in fair value resulting from the March 19, 2026 modification of the Conversion Option and Warrants which were partially offset by the issuance of the Series D-1 Warrants, and from subsequent remeasurement through the April 29, 2026 reclassification date. The changes in fair value between the periods were recognized as gains in other income (expense), net in the condensed statements of operations and comprehensive loss. Activity during the period is summarized below:

The fair values of the Conversion Option liability and Warrants liabilities were estimated using the Black-Scholes option pricing model with Level 3 inputs, with the following assumptions immediately prior to the reclassification on April 29, 2026:

The valuations of the Conversion Option liability and Warrants liabilities prior to reclassification in April 2026 (see Note 8b) were calibrated such that the aggregate change in fair value of the outstanding Conversion Option and Warrants equaled the fair value of the Series D-1 Warrants issued on the modification date. This calibration resulted in an expected volatility assumption of 30%, which was also the volatility assumption used to value the Conversion Option liability and Warrants liabilities as of April 29, 2026. If the Company used the historical volatility of its common stock as the expected volatility assumption, the estimated value of the Conversion Option liability and Warrants liabilities would be higher. The expected terms of the Conversion Option and Warrants as of April 29, 2026, were consistent with the terms used as of December 31, 2025, as adjusted for additional time lapsed, which were based on the Company’s option to mandate conversion of the Notes upon achieving certain milestones (see Note 8b) as well as the expectation that the Warrants will be exercised upon a significant increase in the price of the Company’s common stock. If the Company used the contractual term of the Conversion Option and Warrants as the expected term, the estimated value of the Conversion Option liability and Warrants liabilities would be higher.

We review the fair value hierarchy classification of our applicable assets and liabilities on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. During the quarter ended June 30, 2026, there were no transfers between Level 1, Level 2 and Level 3, other than derecognition of the Conversion Option liability and Warrants liabilities from Level 3.

The carrying amounts of cash and cash equivalents, accounts receivable, customer deposits, accounts payable and accrued expenses approximate fair value due to their short-term nature. As of June 30, 2026, the fair value of the 2025 notes (excluding the conversion option, see Note 8b), calculated using a discounted cash flow analysis with Level 3 inputs, was approximately $3.8 million.

(3)

Cash and Cash Equivalents

As of June 30, 2026 and December 31, 2025, money market funds and short-term U.S. Treasury bills included in cash and cash equivalents on the balance sheets were $1,049,916 and $7,110,655, respectively, which are classified as Level 1 within the fair value hierarchy. The Company considers all highly liquid investments with an initial maturity of three months or less when purchased to be cash equivalents.

(4)

Inventories

Inventory, stated at cost, consisted of the following:

(5)

Accrued Expenses

Accrued expenses included the following:

(6)

Revenue Recognition

Revenue is recognized upon shipment of our goods based upon contractually stated pricing at standard payment terms typically ranging from 30 to 60 days. All revenue is recognized at a point in time. As of June 30, 2026, there wereno unsatisfied performance obligations.

The majority of products sold directly to U.S. customers are shipped via common carrier, and the customer pays for shipping and handling and assumes control at Free on Board (FOB) shipping point. Products shipped to our international distributors are in accordance with their respective agreements; however, the shipping terms are generally EX-Works, reflecting that control is assumed by the distributor at the shipping point. Returns are accepted only with prior authorization from the Company. Items to be returned must be in original unopened cartons and are subject to a 30% restocking fee. Throughout the periods presented, the Company has not had a history of significant returns.

The following table summarizes our sales by geographic region:

(7)

Commitments and Contingencies

Legal Claims

Occasionally, the Company may be a party to legal claims or proceedings, the outcomes of which are subject to significant uncertainty. In accordance with Accounting Standards Codification (ASC) 450, Contingencies, the Company will assess the likelihood of an adverse judgment for any outstanding claim as well as ranges of probable losses. When it has been determined that a loss is probable and the amount can be reasonably estimated, the Company will record a liability. For the periods presented, there were no material legal contingencies requiring accrual or disclosure.

The Company, as permitted under Delaware law and in accordance with its bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The Company entered into employment agreements with its officers, which provide for indemnification protection in the executive’s capacity as an officer for actions taken within the scope of employment. The maximum amount of potential future indemnification is unlimited; however, the Company has obtained director and officer insurance that limits its exposure. The Company believes the fair value for these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations as of June 30, 2026 and December 31, 2025.

(8)

Convertible Notes with Warrants

(a)

Convertible Notes with Warrants (November 2023 Financing)

On November 21, 2023, the Company issued (i) senior unsecured convertible notes (“Notes”) in an aggregate principal amount of $6,850,000 (“2023 Notes”), convertible into shares of common stock at a conversion price of $23.60 per share, (ii) Series A Warrants to purchase up to an aggregate of 290,256 shares of common stock at an exercise price of $23.60 per share, and (iii) Series B Warrants, together with the Series A Warrants, and, together with the convertible notes, to purchase up to an aggregate of 290,256 shares of common stock at an exercise price of $29.50 per share. The financing resulted in aggregate gross proceeds of $6,850,000, before $525,144 of issuance costs.

The 2023 Notes accrued interest at a rate of 6.0% per annum, payable annually, in cash or shares of common stock at the Company’s option. In November 2025, the Company paid $407,841 in accrued interest in 25,813 shares of common stock.

As noted above, the 2023 Notes were convertible into shares of common stock at the election of the holder at any time at an initial conversion price of $23.60. The conversion feature did not meet the requirements for separate accounting and was not accounted for as a derivative instrument. In April 2025, $85,000 of convertible notes were converted into 3,602 shares of common stock. The 2023 Notes matured on November 21, 2025, and were repaid in full by the Company with proceeds from the November 2025 Financing discussed below. No gain or loss was recorded upon repayment of the 2023 Notes.

Warrants

The Series A Warrants are exercisable immediately and expire five years from the date of issuance. The Company has the right to call the exercise of the Series A Warrants if the closing price of the common stock exceeds 200% of the Series A Exercise Price for 10 consecutive trading days and the daily dollar trading volume of the common stock exceeds $1,000,000 per day during the same period and certain equity conditions are satisfied.

The Series B Warrants expired in November 2024.

The Series A Warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.

For the three months ended June 30, 2025, the Company recognized total interest expense on the 2023 Notes of $491,500, including coupon interest expense of $101,587 and amortization of debt discount and issuance costs of $389,913. For the six months ended June 30, 2025, the Company recognized total interest expense of $950,949, including coupon interest expense of $204,337 and amortization of debt discount and issuance costs of $746,612.

(b)

Convertible Notes with Warrants (November 2025 Financing)

In November 2025, the Company issued (i) senior secured convertible notes (“2025 Notes”) in an aggregate principal amount of $12,000,000, convertible into 818,544 shares of common stock at a conversion price of $14.66 per share, (ii) Series A-1 Warrants to purchase up to an aggregate of 818,937 shares of common stock at an exercise price of $16.20 per share, subject to adjustments, (iii) Series B-1 Warrants to purchase an aggregate of 818,937 shares of common stock at an exercise price of $18.40 per share, subject to adjustments, and (iv) Series C-1 Warrants to purchase an aggregate of 818,937 shares of common stock at an exercise price of $22.00 per share, subject to adjustments (Series A-1 Warrants, Series B-1 Warrants and Series C-1 Warrants are collectively the “Warrants”). The financing resulted in aggregate gross proceeds of $12,000,000, before $718,528 of issuance costs.

The 2025 Notes accrue interest at a rate of 8.5% per annum, payable annually in-kind by increasing the principal balance outstanding. The Company granted a security interest in substantially all of its assets to the holders of the 2025 Notes. The 2025 Notes mature in November 2035. The Company has a call option where it may voluntarily redeem the 2025 Notes after seven and one half years from Note issuance at 112% of the then-outstanding principal.

The 2025 Notes are convertible into shares of common stock at the election of the holder at any time (“Conversion Option”) at an initial conversion price of $14.66 (“Conversion Price”). The Conversion Price is adjustable proportionally for certain events including stock splits, reverse stock splits and stock dividends (each a “Share Combination Event”). Additionally, prior to the March 2026 modification discussed below, upon a Share Combination Event, the conversion price would also have been further adjusted to the lowest dollar volume-weighted average price (VWAP) of the Company’s common stock during the five-day period following any Share Combination Event, but only if the conversion price (after the standard proportional adjustment) was higher than the market price.

The Company may require conversion of the 2025 Notes, in whole or in part, if at any time (i) a Registration Statement is effective, (ii) for the immediately preceding thirty (30) consecutive trading days, the VWAP has exceeded 450% of the then-effective Conversion Price on each such trading day, (iii) the total daily trading volume of the Common Stock is at least $1,500,000, and (iv) certain equity conditions are satisfied (effective registration statement is available and sufficient authorized shares are available, among other conditions). The holders of the 2025 Notes may require prepayment of principal and accrued interest upon certain Events of Default (failure to timely pay amounts owed under the 2025 Notes, failure to deliver shares upon conversion of the 2025 Notes or exercise of the related Warrants, failure to maintain an effective registration statement related to the common shares underlying the 2025 Notes and related Warrants, etc.), and the Company must redeem the 2025 Notes if involuntary bankruptcy proceedings are initiated against the Company and not dismissed within 60 days or if the Company voluntarily initiates bankruptcy. Additionally, in the event of certain merger, acquisition or business combination transactions (a "Fundamental Transaction" as defined in the 2025 Notes), the Company must redeem the 2025 Notes, and if the Fundamental Transaction occurs in the first 5 years of note issuance, the redemption will include a premium.

If the Company offers future rights such as convertible securities, options, or warrants to purchase common stock to common stockholders (“Purchase Rights”), the holders of the 2025 Notes are likewise entitled to receive such Purchase Rights as if the Notes were converted and the corresponding shares of common stock were outstanding.

As of June 30, 2026, $76,452 of the 2025 Notes and accrued interest thereon were converted into 5,172 shares of common stock.

Warrants

The Series A-1 Warrants are exercisable immediately and expireten years from the date of issuance. The Series B-1 Warrants are exercisable immediately and expire at the earlier of (i) thetenth anniversary of the issuance of the Warrants, or (ii)45 days after the Company disclosestwo consecutive quarters of at least $3.25 million in sales. The Series C-1 Warrants are exercisable immediately and expire at the earlier of (i) thetenth anniversary of the issuance of the Warrants, or (ii)45 days after the Company discloses FDA approval of FemBloc.

The exercise price of the Warrants and the related number of shares into which the Warrants are exercisable are adjustable proportionally in the event of a Share Combination Event. Additionally, similar to the Conversion Option in the 2025 Notes and prior to the March 2026 modification discussed below, upon a Share Combination Event, the exercise prices of the Warrants would also have been further adjusted to the lowest VWAP of the Company’s common stock during thefive-day period following any Share Combination Event, but only if the exercise price (after the standard proportional adjustment) was higher than the market price.

In the event of a Fundamental Transaction within the Company’s control, the holders of the Warrants are entitled to put the unexercised portion of the Warrants to the Company in exchange for cash at their then Black-Scholes value. If the Fundamental Transaction is outside of the Company’s control, the holders of the Warrants may receive consideration for the unexercised portion of the Warrants equal to the then Black-Scholes value in the same form (cash or equity) as other common shareholders pursuant to the Fundamental Transaction.

If the Company offers future rights such as convertible securities, options, or warrants to purchase common stock to common stockholders (“Purchase Rights”), the holders of the Warrants are likewise entitled to receive such Purchase Rights as if the Warrants were exercised and the corresponding shares of common stock were outstanding.

As of June 30, 2026, no Warrants have been exercised.

In March 2026, the Company modified the Conversion Option in the 2025 Notes and the exercise prices of the related Warrants to remove the market-related adjustment to the conversion price and exercise prices, respectively, that would otherwise have occurred upon a Share Combination Event. As consideration for this modification, the Company issued to the holders of the 2025 Notes and related Warrants new Series D-1 Warrants, which allow the holders to purchase an aggregate number of 818,937 shares of the Company’s common stock at an exercise price of $11.60 per share. The Series D-1 Warrants expire in March 2029.

In April 2026, the Company’s shareholders approved the issuance of shares of common stock issuable upon conversion of the 2025 Notes and exercise of the Series A-1, B-1, C-1, and D-1 Warrants, including any issuances to directors and officers of the Company who are holders of these instruments, in excess of 19.99% of the issued and outstanding shares of common stock of the Company (to the extent that anti-dilution or price adjustment provisions in the instruments result in an effective conversion or exercise price below the Nasdaq Minimum Price).

The 2025 Notes and Warrants are freestanding financial instruments that are legally detachable and separately exercisable from one another. The Conversion Option within the 2025 Notes is not a freestanding financial instrument. Prior to obtaining shareholder approval on April 29, 2026, the embedded Conversion Option within the 2025 Notes and the Warrants were determined not to be indexed to the Company’s common stock due to (i) provisions permitting adjustments to the conversion price of the 2025 Notes and the exercise prices of the Warrants upon a Share Combination Event beyond a standard proportional adjustment (but only if the market price of the Company’s common stock was lower than the Conversion Price of the 2025 Notes or exercise prices of the Warrants) and (ii) the requirement that shareholder approval be obtained for conversions and exercises exceeding 19.99% of the Company’s outstanding shares of common stock. As a result, at issuance, the embedded Conversion Option was bifurcated from the 2025 Notes, and both the Conversion Option and the Warrants, including the Series D-1 Warrants, were recognized as derivative liabilities on the Company’s balance sheet. These derivative liabilities were subsequently remeasured at fair value at each reporting period until the equity classification criteria were satisfied on April 29, 2026. Following shareholder approval obtained on April 29, 2026 permitting the issuance of shares in excess of the Nasdaq 19.99% limitation, the Company reassessed the instruments under ASC 815-40 and determined that the Conversion Option and the Warrants met the criteria for equity classification. The Company recorded a final fair value adjustment resulting in a gain of approximately $0.8 million recognized in earnings and reclassified approximately $1.0 million of derivative liabilities to additional paid-in capital and warrant equity. Subsequent to such reclassification, the instruments are no longer remeasured at fair value.

The 2025 Notes are accreted to their maturity value based on the effective interest method. For the three and six months ended June 30, 2026, the Company recognized total interest expense on the 2025 Notes of $186,050 and $362,657, respectively, related to the amortization of debt discount and issuance costs. The effective interest rate of the 2025 Notes is approximately 21.9%.

See Note 2 for further detail regarding fair value of the 2025 Notes, Conversion Option and Warrants liabilities.

The following summarizes the carrying values of the 2025 Notes as of June 30, 2026 and December 31, 2025:

No amounts are due under the 2025 Notes until they mature in November 2035.

(9)

Stockholders’ Equity

On July 1, 2022, the Company filed a shelf registration statement to sell up to $150 million in common and preferred stock, debt securities and warrants. Additionally, the Company entered into an Equity Distribution Agreement with Piper Sandler & Co. (the “Sales Agent”) and filed a related prospectus establishing an “at-the-market” facility, pursuant to which the Company may offer and sell shares of common stock from time to time through the Sales Agent. In October 2023, the Sales Agent was authorized to sell shares for aggregate proceeds up to $16.7 million at current market prices until all shares are sold.

For the six months ended June 30, 2026, the Company sold 31,195 shares of common stock for aggregate proceeds of approximately $353,000, and as of June 30, 2026, approximately $9.4 million remained available for sale pursuant to the prospectus. As of June 30, 2026, the amount the Company was authorized to sell was subject to baby-shelf limitations. Under SEC Rule 415(a)(1)(x), companies whose public float is less than $75 million are limited in the aggregate amount of securities that may be sold on a primary basis under a shelf registration statement during any twelve-month period to no more than one-third of such company's public float. As of June 30, 2026, the Company’s public float was below $75 million, and the one-third limit constrains the total amount of common stock it is able to sell under the Equity Distribution Agreement in any twelve-month period to an amount that may be substantially less than the approximately $9.4 million of capacity nominally available under the prospectus.

June 2025 Financing

In June 2025, the Company sold 180,000 shares of common stock in an underwritten public offering at $17.00 per share. The Company also sold 84,314 shares of common stock in a separate concurrent private placement at a price of $17.00 per share to certain existing institutional stockholders and a price of $20.40 per share to certain directors and officers. The offering resulted in aggregate gross proceeds of $4,510,001, before $804,940 of transaction costs.

Additionally, common warrants to purchase 5,287 shares of common stock were issued to the underwriter as a commission for services performed. The underwriter warrants are exercisable beginning December 2, 2025, have a 5-year term and an exercise price of $21.25 per share. The warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. The warrants were valued at $56,035 using Black-Scholes assumptions. As of June 30, 2026,5,287 underwriter warrants remain outstanding.

Any Market Purchase Agreement (“AMPA”)

On June 30, 2025, the Company entered into an Any Market Purchase Agreement (“Purchase Agreement” or “AMPA”) with Alumni Capital LP (“Alumni”) whereby the Company has the right, but not the obligation, to sell to Alumni up to an aggregate of $10 million in shares of common stock in a series of purchases until December 31, 2026. The Company may elect that Alumni purchase up to $1 million in shares of common stock (or up to $5 million if mutually agreed) at either (i) the lowest traded price for thefour previous business days, multiplied by 90% or (ii) up to the lesser of (a) $1 million in shares of common stock or (b)100% of the average daily trading volume of common stock for the previoustwo business days at the lowest daily dollar volume-weighted average price, multiplied by 97%. The Company is limited to issuances to Alumni of up to 19.99% of the shares of common stock outstanding immediately prior to the execution of the Purchase Agreement. The Purchase Agreement allows the Company to raise equity on a periodic basis at its discretion depending on a variety of factors including market conditions, the trading price of the common stock, and use of proceeds for operating activities. Due to certain pricing and settlement provisions, the Purchase Agreement includes an embedded put option contract. The Company accounts for the Purchase Agreement as a derivative, with a fair value deemed de minimis. The difference between the discounted purchase price and the fair value of the shares is expensed in the period the transaction occurs as a non-cash, non-operating financing cost. See Note 2 for further detail regarding fair value of the AMPA.

As of June 30, 2026, no shares have been sold under the AMPA.

August 2025 Financing

On August 25, 2025, the Company entered into a securities purchase agreement pursuant to which the Company sold (i)521,731 shares of common stock in a public offering and to certain Company officers, (ii) pre-funded warrants to purchase 587,500 shares of common stock, and (iii) common warrants to purchase 1,109,237 shares of common stock. Additionally, common warrants to purchase 22,185 shares of common stock were issued to the underwriter as compensation for services performed.

The pre-funded warrants, common warrants and underwriter warrants were exercisable immediately following the closing date of the offering. The pre-funded warrants have an unlimited term and an exercise price of $0.002 per share. The common warrants have a 5-year term and an exercise price of $7.20 per share, except for common warrants sold to certain Company officers, which have an exercise price of $10.31 per share. The underwriter warrants have a 5-year term and an exercise price of $9.00 per share. The offering resulted in aggregate gross proceeds of $7,998,826, before $930,132 of transaction costs.

The pre-funded warrants and common warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.

The common stock was valued at $3,770,001, based on the Company’s stock price. The pre-funded warrants and common warrants were valued at $4,230,000 and $5,324,301, respectively, using the following Black-Scholes’ assumptions:

The net proceeds of $7,068,694 were allocated to the common stock, pre-funded warrants and common warrants using the relative fair value method and were recorded to stockholders’ equity.

As of June 30, 2026,337,501 pre-funded warrants,648,278 common warrants and 22,185 underwriter warrants remain outstanding.

(10)

Equity Incentive Plans and Warrants

In June 2021, in connection with the IPO, the 2021 Equity Incentive Plan (2021 Plan), which was adopted by the Board of Directors in February 2021 and approved by stockholders in March 2021, became effective. As of June 30, 2026, approximately 256,501 shares were reserved for future issuance under the Company’s stock plans for stock options and RSUs.

Stock-Based Awards

(a)

Stock Option Plans

Activity under the Company’s stock option plans for the six months ended June 30, 2026 was as follows:

The intrinsic value represents the amount by which the market price of the underlying stock at June 30, 2026 exceeds the exercise price of an option.

(b)

Inducement Grants

Since 2023, the Company has granted inducement grants, which are stock option grants to certain employees for the right to purchase shares, which were approved by the Compensation Committee. The inducement grants vest in equal installments over four years provided the employee remains employed by the Company on the vesting date. For the six months ended June 30, 2026,16,750 options were granted and 1,875 options were forfeited.

The inducement grants are summarized as follows:

The Black-Scholes weighted-average assumptions for stock option awards granted to employees and nonemployees for the six months ended June 30, 2026 were as follows:

No options were exercised for the six months ended June 30, 2026 under our stock option plans.

(c)

Restricted Stock Units (RSUs)

Restricted stock units were granted to employees in the first quarter of 2026 with service-based vesting conditions. Related activity during the six months ended June 30, 2026 was as follows:

(d)

Share-Based Compensation Expense

The following table shows the share-based compensation expense related to stock option and RSU grants to employees and nonemployees by financial statement line item on the accompanying condensed statements of operations and comprehensive loss:

Share-based compensation expense by award type during the three and six months ended June 30, 2026 and 2025 was as follows:

As of June 30, 2026, the remaining share-based compensation expense for stock options that are expected to be recognized in future periods for employees and nonemployees is $885,087, over a weighted average period of 2.4 years.

As of June 30, 2026, the remaining share-based compensation expense for RSUs that is expected to be recognized in future periods for employees is $629,216, over a weighted average period of 2.9 years.

(e)

Employee Stock Purchase Plan (ESPP)

For the six months ended June 30, 2026,4,318 shares of common stock were issued under the Company’s ESPP Plan. As of June 30, 2026, the total number of shares of common stock reserved for future awards under the ESPP was 56,405.

(11)

Related‑Party Transactions

In November 2023, the Company issued unsecured convertible notes and accompanying Series A and Series B Warrants (see Note 8a). The transaction included the issuance of a $5 million convertible note and 211,865 Series A and 211,865 Series B Warrants to PharmaCyte Biotech, Inc. (“PharmaCyte”). The interim CEO, President and Director of PharmaCyte Biotech, Inc., Joshua Silverman, served on the Company’s board of directors until March 2026. The Series B Warrants expired in November 2024. In November 2025, the Company paid PharmaCyte accrued interest on the convertible note of $300,000 in equity of 18,988 common shares. In November 2025, the convertible notes principal balance of $5 million was repaid at maturity. No amounts were due to PharmaCyte as of June 30, 2026.

In conjunction with the June 2025 Financing (see Note 9), certain executive officers and a director of the Company purchased an aggregate of 4,904 shares of the Company’s common stock in a private placement at a price of $20.40 per share, for total gross proceeds of $100,001. Other investors in the private placement purchased common stock at a discounted price of $17.00 per share. No amounts were due to or from these related parties in connection with this transaction as of June 30, 2026.

In conjunction with the August 2025 Financing (see Note 9), certain executive officers of the Company purchased 4,369 common shares, with a common warrant, with a combined price of $10.31. Gross proceeds from the transaction totaled $45,001. The price equaled the market price of the Company’s stock on the applicable purchase date. The common warrants have a 5-year term and an exercise price of $10.31 per share. The warrants remain outstanding as of June 30, 2026. No amounts were due to or from these related parties in connection with this transaction as of June 30, 2026.

In the November 2025 Financing (see Note 8b), certain executive officers and directors of the Company purchased senior secured convertible notes with a combined principal balance of $175,000, convertible into common shares at a price of $14.66 per share. Additionally, in connection with the convertible notes, the officers and directors were issued 11,946 Series A-1 Warrants,11,946 Series B-1 Warrants and 11,946 Series C-1 Warrants at exercise prices of $16.20, $18.40 and $22.00 per share, respectively. In March 2026, in connection with the modification of the Conversion Option in the 2025 Notes and the Series A-1, B-1, and C-1 Warrants, the officers and directors were issued 11,946 Series D-1 Warrants at an exercise price of $11.60 per share. As of June 30, 2026, $175,000 in convertible notes were due to the officers and directors, in addition to accrued interest of $9,627. All Series A-1, Series B-1, Series C-1 and Series D-1 warrants issued to the officers and directors remain outstanding as of June 30, 2026.

During the six months ended June 30, 2026, and the year ended December 31, 2025, the Company employed a family member of the CEO. The compensation paid is consistent with market standards for comparable positions.

(12)

Net Loss per Share Attributable to Common Stockholders

The Company presents basic and diluted earnings per share (“EPS”) data for its common stock. Basic EPS is calculated by dividing the income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the net income (loss) attributable to common stockholders and the weighted-average number of shares of outstanding for the effects of potentially dilutive common shares, including stock options, restricted stock units, warrants and convertible notes, if the effect is dilutive. Since the shares underlying the November 2025 pre-funded warrants were issuable for little consideration of $0.0001 per share, they were considered outstanding for both basic and diluted loss per share from the date of issuance. For the three and six month periods ended June 30, 2026, unexercised pre-funded warrants of 337,501 were considered outstanding.

The Convertible Notes and certain warrants are considered participating securities under ASC 260 Earnings per Share, because they entitle holders to participate in dividends on a nonforfeitable basis. Other warrants and the Company’s stock options and restricted stock units do not have such rights and are not considered participating securities.

When participating securities are present, ASC 260 requires the use of the two-class method when computing basic EPS. The two-class method is an earnings allocation formula that allocates net income to common stockholders and participating securities based on their respective rights to receive dividends and share in undistributed earnings. Participating securities do not have a contractual obligation to share in losses; therefore, net losses are not allocated to participating securities.

For diluted EPS, the Company evaluates the potential dilutive effect of participating securities and other instruments. Stock options, restricted stock units and certain warrants are included in diluted EPS using the treasury stock method, while convertible notes are evaluated using the if-converted method, as applicable. Potential common shares are included in diluted EPS only when their effect is dilutive. For the three and six months ended June 30, 2026 and 2025, diluted net loss per share equals basic net loss per share because the inclusion of potentially dilutive securities would have been anti-dilutive.

The following table sets forth the computation of the basic and diluted net loss per share:

The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding because they would be anti-dilutive:

(13)

Income Taxes

The effective tax rate of approximately 0% for the six months ended June 30, 2026 and 2025 was lower than the statutory rate due to the Company remaining in a full valuation allowance position.

(14)

Segment Reporting

In accordance with FASB ASC Topic 280, Segment Reporting, the Company has determined that it operates as asingle business segment, which is the development and commercialization of therapeutic and diagnostic products that service women’s reproductive health needs (fertility and permanent birth control).

The determination of asingle business segment is consistent with the financial information regularly provided to the Company’s chief operating decision maker (“CODM”). As asingle reportable segment entity, the Company’s segment performance measure is net loss attributable to shareholders. The measurement of segment assets is reported on the balance sheet as total assets. The Company’s CODM is its Chief Executive Officer and Chief Financial Officer, who together review and evaluate net income (loss) for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

Significant segment expenses, as provided to the CODM, are as follows:

1 Other research and development expense include clinical affairs, regulatory, manufacturing and quality assurance expenses.

(15)

Other Income (expense), net

The Company incurred the following Other Income (expense), net for the three and six months ended June 30, 2026 and 2025:

(16)

Subsequent Events

On August 7, 2026, the Company entered into a securities purchase agreement with certain accredited investors (the “Purchasers”), pursuant to which the Company issued and sold, in a private placement that closed August 10, 2026, an aggregate of 9,374,999 shares of common stock, par value $0.001 per share, and pre-funded warrants to purchase shares of common stock, together with accompanying warrants to purchase an aggregate of 18,749,998 shares of common stock consisting of (i) common warrants to purchase an aggregate of 9,374,999 shares of common stock and (ii) milestone warrants to purchase an aggregate of 9,374,999 shares of common stock (collectively, the "Warrants"), each with a term ofthree years. The purchase price per share of common stock was $3.20 and the purchase price per pre-funded warrant was $3.1999; the exercise price of the common warrants and milestone warrants is $2.95 per share. The Company expects to receive aggregate gross proceeds of approximately $30 million from the Private Placement, before deducting estimated offering expenses, with potential additional proceeds of up to $60 million upon full cash exercise of the Warrants.