Material Agreement, Private Placement (Form 8-K)

As previously announced, pursuant to the Securities Purchase Agreement dated as of November 3, 2025, by and among Femasys Inc. (the "Company") and the other lenders party thereto (the "Securities Purchase Agreement"), the Company issued to the lenders party to the Securities Purchase Agreement (the "Lenders") certain (i) Senior Secured Convertible Notes (each, a "Note"), (ii) Series A-1 Warrants, (iii) Series B-1 Warrants, and (iv) Series C-1 Warrants (collectively, the "Warrants").

On March 19, 2026, the Company entered into an Omnibus Amendment and Consent Agreement (the "Amendment Agreement") with the holders listed on Schedule I thereto (each, a "Consenting Holder" and collectively, the "Consenting Holders"). The Consenting Holders constitute the Requisite Holders required to amend the Notes and the Warrants pursuant to their respective terms.

The purpose of the Amendment Agreement is to remove the Share Combination Event Adjustment in the Notes and Warrants, effective as of December 31, 2025.

As consideration for the amendments and consents provided under the Amendment Agreement, each Lender will receive a Series D-1 warrant (each, a "Series D-1 Warrant"), in the form attached as Exhibit A to the Amendment Agreement, pursuant to which such holder will have the right to acquire a number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), equal to the number of shares underlying that holder's Series A-1 Warrant issued pursuant to the Securities Purchase Agreement. The exercise price of each Series D-1 Warrant is $0.58.

The foregoing descriptions of the Amendment Agreement and the Series D-1 Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the form of Series D-1 Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, each of which is incorporated herein by reference.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Series D-1 Warrants is incorporated by reference into this Item 3.02.

The aggregate 16,378,563 Series D-1 Warrants are being issued by the Company in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), afforded by Section 4(a)(2) thereof. Each recipient of a Series D-1 Warrant is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D. The Series D-1 Warrants are being acquired for the recipients' own accounts and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws. The Series D-1 Warrants and the shares of Common Stock issuable upon exercise thereof have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.