---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-053486"
form_type: "8-K"
ticker: "FEMY"
cik: "0001339005"
company_name: "FEMASYS INC"
filed_at: "2023-11-15T23:59:59+00:00"
generated_at: "2026-06-08T02:08:27.765987+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Femasys enters $6.85M convertible note financing with warrants; three directors resign

## Summary
- Issued $6.85M principal of 6% senior unsecured convertible notes maturing Nov 2025; conversion price $1.18.
- Investors received Series A warrants (5.8M shares at $1.18, 1-year) and Series B warrants (5.8M shares at $1.475, 5-year).
- Keith Kendall, Anne Morrissey and Wendy Perrow resigned as directors effective Nov 8, 2023; Morrissey disagreed with no-dispute statement.
- PharmaCyte's interim CEO Joshua Silverman to join board; PharmaCyte gets nomination right until <5% ownership or note repaid.
- Nasdaq audit committee compliance temporarily lost after Kendall's resignation, restored by appointing Edward Uzialko.

## SEC filing metadata
- accession: 0001140361-23-053486
- form_type: 8-K
- ticker: FEMY
- cik: 0001339005
- company_name: FEMASYS INC
- filed_at: 2023-11-15T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.01, 5.02, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1339005/000114036123053486/0001140361-23-053486-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1339005/000114036123053486/ef20014760_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-053486
- JSON: https://secwatch.observer/filing/0001140361-23-053486.json
- Plain text: https://secwatch.observer/filing/0001140361-23-053486.txt

## Key facts
- Executive change
  Anne Morrissey resigned as director at FEMASYS INC.
  - Action: resigned
  - Role: director
  source text: On November 8, 2023, Keith Kendall, Anne Morrissey and Wendy Perrow informed the Board of their respective resignations as a director of the Company, effective as of that date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1339005/000114036123053486/0001140361-23-053486-index.htm
- Executive change
  Keith Kendall resigned as director at FEMASYS INC.
  - Action: resigned
  - Role: director
  source text: On November 8, 2023, Keith Kendall, Anne Morrissey and Wendy Perrow informed the Board of their respective resignations as a director of the Company, effective as of that date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1339005/000114036123053486/0001140361-23-053486-index.htm
- Executive change
  Wendy Perrow resigned as director at FEMASYS INC.
  - Action: resigned
  - Role: director
  source text: On November 8, 2023, Keith Kendall, Anne Morrissey and Wendy Perrow informed the Board of their respective resignations as a director of the Company, effective as of that date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1339005/000114036123053486/0001140361-23-053486-index.htm
- Material Agreements
  FEMASYS INC entered into Securities Purchase Agreement with certain accredited investors valued at aggregate principal amount of $6,850,000 (effective 2023-11-14).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain accredited investors
  - Value: aggregate principal amount of $6,850,000
  - Effective: 2023-11-14
  source text: On November 14, 2023, Femasys Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) senior unsecured convertible notes (the “Notes”) in an aggregate principal amount of $6,850,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1339005/000114036123053486/0001140361-23-053486-index.htm
- Material Agreements
  FEMASYS INC entered into Registration Rights Agreement with certain accredited investors (effective 2023-11-14).
  - Action: entry
  - Counterparty: certain accredited investors
  - Effective: 2023-11-14
  source text: The Company and the Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company will be required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale 100% of the Conversion Shares and the Warrant Shares promptly following Closing
  evidence_url: https://www.sec.gov/Archives/edgar/data/1339005/000114036123053486/0001140361-23-053486-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.