Femasys appoints John Moorhead as director

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2026, Kenneth D. Eichenbaum, M.D., M.S.E. , informed the Board of Directors¹ (the "Board") of Femasys Inc. (the "Company") of his resignation as a director of the Company², effective as of that date. Dr. Eichenbaum's resignation was in connection with Pointillist Global Macro Series of Pointillist Partners LLC's termination of its right to nominate an individual to serve on the Board³ pursuant to that certain Securities Purchase Agreement, dated November 3, 2025, by and among the Company and certain accredited investors. Dr. Eichenbaum's decision to resign was not due to any dispute or disagreement with the Company, or on any matter relating to the Company's operations, policies or practices.

On October 30, 2026, the Board appointed John Moorhead as a director of the Company, effective as of that date. Mr. Moorhead was appointed to the Board pursuant to the board designation rights granted to Nantahala Capital Management, LLC (the "Lead Investor") under the side letter agreement, dated as of August 7, 2026 (the "Side Letter"), between the Company and the Lead Investor, pursuant to which the Company agreed to appoint up to two individuals designated by the Lead Investor to serve on the Board. The Lead Investor's right to designate designees is subject to certain minimum ownership thresholds of the Company's outstanding common stock set forth in the Side Letter. The foregoing description is qualified in its entirety by reference to the Side Letter, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 11, 2026.

There are no family relationships between Mr. Moorhead and any director or executive officer of the Company⁴. Other than the board designation right described above under the Side Letter, there are no arrangements or understandings between Mr. Moorhead and any other p

Item 7.01.

Regulation FD Disclosure.

On October 30, 2026, the Company issued a press release announcing Mr. Moorhead's appointment as a director of the Company⁵. A copy of the press release is furnished herewith as Exhibit 99.1⁶.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

99.1

Press Release of the Company, dated October 30, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Femasys Inc.

By:

/s/ Kathy Lee-Sepsick

Name: Kathy Lee-Sepsick

Title: Chief Executive Officer

Date: November 2, 2026