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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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As previously reported, on July 16, 2025, Femasys Inc. (the "Company") received a notice from The Nasdaq Stock Market ("Nasdaq") that the Company is not in compliance with Nasdaq's Listing Rule 5550(a)(2), as the minimum bid price of the Company's common stock has been below $1.00 per share for 30 consecutive business days (the "Minimum Bid Price Requirement").
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days from July 16, 2025, or until January 12, 2026, to regain compliance with the Minimum Bid Price Requirement.
On January 12, 2026, the Company submitted a request to Nasdaq for a 180-day extension to regain compliance with the Minimum Bid Price Requirement. The Company indicated to Nasdaq that it had demonstrated more than $5 million in stockholders' equity as of December 31, 2025, and provided notice of its intention to cure the deficiency during the extended compliance period by effecting a reverse stock split, if necessary, and in sufficient time to evidence a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days prior to the expiration of the extended compliance period.
On January 13, 2026, the Company received a letter from Nasdaq advising that the Company had been granted a 180-day extension to July 13, 2026 to regain compliance with the Minimum Bid Price Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A).
The Company intends to continue actively monitoring the closing bid price for the Company's common stock between now and July 13, 2026, and will consider available options to resolve the deficiency, including effecting a reverse stock split as stated above, and regain compliance with the Minimum Bid Price Requirement.