Femasys Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits

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(c)

On April 1, 2026, Femasys Inc. (the “Company”) announced the hiring and appointment of John Canning as its Chief Operating Officer, effective March 30, 2026.

Mr. Canning, age 52, most recently served as Chief Operating Officer at Terumo Aortic from April 2017 to February 2026, where he led global operations and technology functions. Prior to that he held senior leadership roles at Bolton Medical from 2003 to 2017, including Chief Operating Officer and was instrumental in Terumo’s acquisition of Bolton Medical.  Earlier in his career, he held manufacturing operations leadership positions at Medtronic from 1999 to 2003. Mr. Canning holds a B.S. in Mechanical Engineering from College of New Jersey.

The Company entered into an employment agreement (the “Employment Agreement”) with Mr. Canning in connection with his appointment as Chief Operating Officer. Under the Employment Agreement, which is effective March 30, 2026, Mr. Canning will receive an annual base salary of $450,000 and he will be eligible to participate in the Company’s annual bonus program, with a target bonus of 40% of his base salary.

In addition, the Employment Agreement provides that, as a material inducement to Mr. Canning to enter into employment with the Company and, as approved by the Board of Directors, Mr. Canning will be granted a nonstatutory stock option to purchase 150,000 shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) on March 30, 2026, as an inducement grant outside of the Company’s 2021 Equity Incentive Plan pursuant to Nasdaq Listing Rule 5635(c)(4) (the “Inducement Award”), with an exercise price per share equal to the closing price per share of the Common Stock on the Nasdaq Stock Market on the grant date. The Inducement Award will vest as to 25% of the shares underlying the stock option on the first anniversary of the commencement of employment, with the remaining shares vesting 25% each year over the following three years, subject to Mr. Canning’s continued employment with the Company. Mr. Canning will also be eligible to receive such future long-term incentive awards as the Board of Directors shall deem appropriate.

(d)

Exhibits.